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Conditions of Sales and Delivery

[Printversion]
October 2013

§1 Place of Performance
Place of performance for all services is – to the extent legally permissible – Stuttgart.
§2 Venue and Choice of Law
1.If Buyer is a fully qualified merchant, exclusive venue for all suits including suits based on promissory notes and checks is Ludwigsburg.
2.German law shall apply also in case of sales to other countries. The application of the U.N. code of sales is excluded.
§3 Offer and Acceptance
1.By placing the order Buyer accepts our sales, delivery, and payment conditions. The Buyer’s purchasing conditions shall not bind us even if we do not expressly reject them.
2. The sales and delivery conditions in effect at the time of the sale shall apply, also in case of repeat orders. The conditions shall apply also if no specific reference is made to them for future orders or if the purchaser places orders subject to different conditions and we do not expressly object to them.
3.The order is accepted by our written order confirmation or issue of invoice upon delivery. We reserve the right to partial acceptance and partial delivery.
§4 Requirement of Writing
Buyer and Seller waive the objection of oral side agreements. Modifications of and amendments to this agreement must be in writing to be effective.
§5 Shipment
1.Shipment shall be ex factory Zoenlight GmbH, Halle/Saale, Germany.
2.Shipment shall be at the expense and risk of Buyer.
3.Packaging is only charged for if Buyer requests special packaging.
4. Partial shipment is allowed.
5.The goods shall be sent insured unless agreed otherwise.
6.The shipping company must confirm damages or loss caused during shipment. We reserve the right to ship from a place other than the place of performance.
7. If on account of a fault of Buyer acceptance is not made in a timely manner, Seller is at his discretion, after the expiration of a grace period of 14 days after demand for acceptance, entitled to issue an invoice for the outstanding balance or to rescind the agreement or to demand damages for failure to perform.
§6 Delivery Times
1.We shall attempt to adhere to the agreed delivery times if possible. We shall only be in default if we do not ship the goods within a four-week grace period set by Buyer in a registered letter to us.
2. If Buyer is in default with any obligation arising out of our business relationship, we are only obligated to deliver against payment or against security for the purchase price and all other outstanding payment obligations.
3. In case of force majeure and in case of unforeseen impediments beyond our control, such as operational breakdowns, delivery delays by our suppliers, or strikes, delivery times shall be appropriately extended. In this case we may rescind the agreement in whole or in part.
4.In case of delivery delays, our obligation to pay damages is limited to the payment of 30 % of foreseeable damages in case of ordinary negligence. Additional damage claims are only justified if the default is caused by wrongful intent or gross negligence.
§7 Pricing, Conditions of Payment, Right to Offset
1.Prices apply “ex factory“ including customary packaging. Prices are calculated based on the price list in effect on the date of acceptance of the order plus statutory value added tax. If delivery shall be made later than 4 months after the execution of an agreement, Seller reserves the right to change his prices accordingly, if cost decreases or increases occur, in particular on account of new collective bargaining agreements or changes in the price of materials. Seller shall prove the changes upon request of Buyer.
2. Seller invoices shall be payable:1. in case of first deliveries exclusively on prepayment of invoice.2. direct bankwithdrawl of invoice by sender with 2 % discount (inside Germany).3. immediate net bank transfer after receipt of invoice.
3. Discounts may only be taken if all prior invoices have been paid.
4.Private orders and orders over the Internet are carried out either cash on delivery or prepaiment of invoice.
5. Foreign orders shall only be carried out after payment of the invoice in full prior to shipment.
6. Buyer is responsible for all additional costs as freight, customs, taxes, charges, insurance, fees etc.
7. All costs incurred by the acceptance of checks or promissory notes, in particular discount fees and interest, are at the expense of the Buyer.
8. Buyer is only entitled to offset claims that have been finally adjudicated, are uncontested, or have been recognized by Seller. In addition, Buyer may only exercise a withholding right if his counterclaim is based on the same contract.
§8 Payment, Default in Payment
1. Payment shall be in cash (COD). Checks, promissory notes, bank, giro, or postal transfers shall only be accepted after special agreement and only in lieu of payment (pending full discharge of debt) by charging for all collection and discount fees.
2. In case of default, overdue interest amounting to 5 % above the applicable base interest rate of the European Central Bank may be charged, unless Buyer established that actual damages are lower. Seller reserves the right to prove higher default damages.
3. In case of Buyer’s default or inability to pay, all accounts receivable – including those not yet payable – shall immediately become due and payable. The same applies if Buyer disposes of his entire business or parts thereof.
4. Before complete payment of all invoices due, including overdue interest, Seller shall not be obligated to make any further deliveries based on any valid contract.
5. If Buyer is in default with any invoice due or if a substantial deterioration of his financial situation occurs, Seller may demand immediate payment in cash prior to the delivery of any goods under any valid contract. .
§9 Reservation of Title
1. The goods and samples delivered shall remain our property until the complete payment of all open accounts receivable based on the business relationship. Nevertheless Buyer is entitled to sell the goods in the customary manner in the ordinary course of business.
2. Buyer shall treat the goods with due care. He shall in particular insure them adequately at their innovative value against fire, water, and theft damages at his own expense. Buyer must perform necessary maintenance and inspection at his own expense and in a timely manner.
3. Buyer shall not pledge or transfer our goods as security for his obligations. He must assert our property rights against third parties and immediately inform us in writing if third parties assert claims against or institute execution in the goods.
4. If Buyer is in default with any obligation under any contract with us, we may demand return of the goods without rescinding the contract. Seller may take back the goods in order to use them for the satisfaction of the debt. The proceeds shall be applied to Buyer’s obligations after deduction of appropriate disposition charges.
5. Any accounts receivables that arise from the resale of the goods are automatically considered assigned to us in the amount of the outstanding obligations. All proceeds shall be immediately forwarded to us. Upon demand Buyer shall inform us of the names of third party debtors and the amounts due. We are entitled to assert the receivables in our name.
6. Seller shall release the securities to which he is entitled upon demand of Purchaser to the extent the realizable value of the securities exceeds the value of the accounts receivable to be secured by more than 20 %. The Seller is entitled to select the securities to be released.
§10 Notice of Defects, Warranty and Liability
1. We warrant that the goods are free of defects regarding workmanship and material in accordance with the respective state of the art. Ordinary wear and tear and damages due to improper handling are excluded from the warranty. Customary or minor deviations of quality, colour, equipment, subsequent finishing or design that are technically unavoidable may not be objected to.
2. The Buyer’s registered trader shall immediately upon receipt notify Seller of apparent defects in writing.
3. If the complaints are justified Seller shall at his option remedy the defect or deliver substitute goods. If the defects are remedied, Seller shall be responsible for all costs involved including shipping, mileage, labour, and material costs with the exception of those caused by the fact that the goods were shipped to a place other than the place of performance. Parts replaced shall become our property. In case of replacement of defective goods, the substitute goods shall be delivered upon the return of the defective goods. If the remedy of the defect is unsuccessful, Buyer may at his option demand rescission of the contract (redhibition) or an appropriate decrease of the purchase price (abatement).
4. Any additional claims regardless of what legal ground, in particular restitution of indirect damages or lost profit, are excluded unless we are guilty of wrongful intent or gross negligence.
§11 Partial Invalidity
If a provision of this contract is or shall become invalid, this shall not affect the validity of the remaining provisions. The parties are obligated to immediately agree on a new valid provision that comes as closely as possible to the economic purpose of the invalid provision.


Snike Sport GmbH

Im Schüle 38a
D-70192 Stuttgart, Germany

fon: +49711- 258 57528, fax: +49711- 258 57529
e- mail: info@snaix.com http://www.snaix.com


Return adress:

Snike Sport GmbH
c/o Zonelight GmbH

Hafenstraße 31-33
D-06108 HALLE, Germany

Please return only upon prior agreement with Snike Sport GmbH



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