GENERAL TERMS AND CONDITIONS
Jewel Concepts United Kingdom
1.1. Our general terms and conditions apply exclusively. As far as these do not contain any regulations, the law applies. We do not recognize terms and conditions of the contractual partner that conflict with or differ from our general terms and conditions or from the law to our disadvantage, unless we have expressly agreed to their validity in writing. Our general terms and conditions also apply if our contractual services or deliveries are provided without reservation in the knowledge of conflicting terms or conditions of the contracting partner that differ from our law or to our disadvantage.
1.2. Our general terms and conditions also apply to all future business with the contractual partner.
1.3. Our general terms and conditions apply only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.
2. Offers and estimates
2.1 Our offers and cost estimates are – unless expressly stated as fixed – subject to change and non-binding.
We reserve all rights to all offer and contract documents, in particular drafts, drawings, illustrations etc. as well as samples, models and prototypes insofar as they are not granted to the contract partner according to the meaning and purpose of the contract or on the basis of an express agreement. Offer documents as well as samples, models and prototypes are to be returned to us at our request immediately if the order is not placed with us. The contractual partner cannot assert a right of retention in this regard.
2.2 Our goods are goods that are manufactured individually according to the specification of the customer according to its destination. Our goods are therefore excluded from the right of withdrawal (return of goods and / or withdrawal from the contract).
3. Prices, terms of payment, reservation of supplementary performance
3.1. We reserve the right to increase our prices appropriately if, after conclusion of the contract, we are not responsible for cost increases, in particular due to wage agreements or material price changes. We will prove this to the contractual partner on request.
3.2. Our prices are subject to a separate agreement ex works Oelde excluding postage, shipping, freight, packaging, insurance. Value added tax will also be invoiced in the legally required amount.
3.3. We are entitled to request reasonable installments plus the statutory VAT amount due on them.
3.4. Bills of exchange and checks are only accepted on account of payment, bills of exchange only with prior written agreement. The discount, the expenses and the costs associated with the collection of the bill of exchange and check amount are to be borne by the contractual partner and are payable immediately. A fulfillment effect only occurs with the cashing of the checks or bills of exchange and our release from any liability.
3.5. The contractual partner is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized. The contractual partner is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
4. Time of delivery or performance, delays in delivery or performance for which we are not responsible, delay in delivery or performance, impossibility, delay in acceptance, breach of obligations to cooperate
4.1. The specified delivery or service times are only fixed dates if they are expressly specified as such.
4.2. Compliance with delivery and performance obligations, especially delivery dates, requires:
¬ the timely and proper fulfillment of any contractual partner’s duties to cooperate, in particular the receipt of documents and information to be provided by the contractual partner;
¬ clarification of all technical details with the contractual partner;
¬ the receipt of agreed installment payments or the opening of agreed letters of credit;
¬ the existence of any required regulatory approvals and licenses.
The exception of the unfulfilled contract remains reserved.
4.3 We are not responsible for delays in delivery or performance due to the following obstacles to delivery and performance – unless a procurement risk or a guarantee has been accepted as an exception in terms of meeting deadlines or deadlines – the same applies if these obstacles apply to ours Enter suppliers or their sub-suppliers:
Circumstances of force majeure as well as obstacles to delivery and performance,
¬ which occur after conclusion of the contract or only become known to us through no fault of the contract and
¬ with regard to which we provide evidence that they could not have been foreseen and prevented by the due care and that we are not responsible for any takeover, precaution or averting the fault.
Under the aforementioned conditions – entry or becoming known only after the contract has been concluded, unpredictability and inevitability proven by us – these include in particular:
Justified industrial action (strikes and lockouts); Malfunctions; Shortage of raw materials; Failure of operating and auxiliary materials. Claims for damages by the contractual partner are excluded in the event of delays in delivery and performance in the above cases. In the event of a final obstacle to delivery and performance in the above sense, each contracting party is entitled to terminate the contract immediately by withdrawing in accordance with the statutory provisions.
In the event of a temporary obstacle to delivery and performance in the above sense, we are entitled to postpone deliveries and services for the duration of the impediment plus a reasonable start-up time.
5. Transfer of risk, objection of uncertainty
5.1 If sales law applies to our deliveries, the risk of accidental loss or accidental deterioration passes to the contractual partner as soon as the delivery has been handed over to the person or institution designated for collection or execution of the delivery.
5.2 If we are obliged to make an advance payment from a mutual contract, we can refuse the performance incumbent upon us if it becomes apparent after the conclusion of the contract that our entitlement to the consideration is jeopardized by the contractual partner’s inefficiency. We can set the contractual partner a reasonable period of time within which this move, step by step, against our performance, must either result in consideration or provide security. After the unsuccessful expiry of the period, we are entitled to withdraw from the contract. Insofar as we have already performed our service, we can call the resulting claims that are not yet due, including those for which bills of exchange or checks have been given, with immediate effect. Instead, we are also entitled to withdraw from the contract. We also have the right to make due due claims from the same legal relationship if the contractual partner has been in arrears with payment of at least 25% of his total liabilities to us (objection free main claims) for more than 6 weeks. The same applies if we become aware that bills of exchange have been protested or that enforcement measures have been initiated against the contracting partner or that other assets have deteriorated. We also have a right of withdrawal if the contracting partner has culpably provided incorrect or incomplete information about the facts establishing his creditworthiness.
6. Retention of title
6.1. We reserve ownership of the delivery items (“reserved delivery”) until all payments from the business relationship with the contractual partner have been received. The retention of title also extends to the recognized balance insofar as we book receivables from the contracting party in the current account (current account reservation). If alternate liability is established on our part to effect the payments to be made to us for the reservation delivery, the retention of title does not expire before our alternate liability expires; If the check exchange procedure is agreed with the contractual partner, the reservation also extends to the cashing of the accepted change by the contractual partner and does not expire when the check we have received is credited to us.
6.2. The contractual partner is entitled to resell the reserved delivery in the ordinary course of business; However, he already assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claims that arise from the resale against his customers or third parties. If the contractual partner places the claims from a resale of the reserved delivery in a current account relationship with his customer, the current account claim is assigned in the amount of the recognized balance; the same applies to the “causal” balance in the event of the contracting partner becoming insolvent. The contractual partner is authorized to collect the assigned claims even after they have been assigned. Our authorization to collect the claims ourselves remains unaffected by this, subject to the insolvency regulations; however, we undertake not to collect the receivables as long as the contractual partner does not violate his contractual obligations, in particular properly fulfills his payment obligations, does not default, and there is no application to open insolvency proceedings or there is no suspension of payment.
Transfer by way of security or pledging are not covered by the contractual partner’s authorization to sell.
6.3. If our obligation ceases to apply in accordance with para. 6.2., Not to collect the claims ourselves, we are entitled – subject to the insolvency law – to revoke the resale authorization and to withdraw the reserved delivery or to demand the assignment of the contractual partner’s surrender claims against third parties. If we take back the reserved goods, we withdraw from the contract.
Subject to the insolvency law provisions, we may appropriately utilize the reserved delivery taken back for the aforementioned reasons after prior warning and after setting a deadline; the proceeds from the sale are to be offset against the liabilities of the contractual partner – minus reasonable costs of sale.
Under the conditions that entitle us to revoke the resale authorization of the contractual partner, we can also revoke the direct debit authorization and demand that the contractual partner notifies us of the assigned claims and their debtors, provides all the information necessary for collection, hands over the associated documents and to the debtors (Third party) notifies the assignment.
6.4. In the event of damage or loss of the reserved delivery as well as change of ownership and change of residence, the contractual partner must inform us immediately in writing. The same applies to attachments or other interventions by third parties so that we can file a lawsuit in accordance with Section 771 of the ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the contractual partner is liable for the loss we incurred. If the release of the reserved delivery is achieved without a process, the costs incurred can also be charged to the contractual partner, as can the costs of the repossession of the seized reserved delivery.
6.5. The processing or transformation of the reserved delivery by the contractual partner is always carried out for us. If the reserved delivery is processed with other objects that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved delivery (final invoice amount including VAT) to the values of the other processed objects at the time of processing or transformation.
For the thing resulting from processing or transformation, the same applies as for the reserved delivery. The contractual partner is granted an entitlement to the goods resulting from processing or reorganization in accordance with his entitlement to the reserved delivery.
6.6. If the reserved delivery is inseparably mixed or combined with other objects that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved delivery (final invoice amount including VAT) to the values of the other mixed or connected objects at the time of the mixing or connection. If the mixing or combination takes place in such a way that the contractual partner’s thing is to be regarded as the main thing, it is agreed that the contractual partner transfers proportional co-ownership to us. The contractual partner keeps sole ownership or co-ownership for us.
6.7. When reselling our reserved delivery after processing or reorganization, the contractual partner hereby assigns his claims for remuneration in the amount of the final invoice amount (including VAT) to us.
Due to the processing or reorganization or the mixing or connection of the reserved delivery with other objects that do not belong to us, we only have co-ownership in accordance with the above paragraph. 6.5. or 6.6. acquired, the contractual partner’s claim for remuneration shall only be assigned to us in advance in the ratio of the final amount calculated by us for the reservation delivery including value added tax to the final invoice amounts of the other items that do not belong to us.
For the rest, the above clauses apply to the claims assigned in advance. 6.2. until 6.4. corresponding.
6.8. If the retention of title or the assignment under foreign law, in the area in which our reservation delivery is located, is not effective, the security corresponding to the retention of title and the assignment in this area of law is deemed to be agreed.
If the cooperation of the contract partner is necessary for the emergence of such rights, then at our request he is obliged to take all measures necessary to establish and maintain such rights.
6.9. The contractual partner is obliged to treat the reserved delivery with care and to maintain it at its own expense; the contractual partner is particularly obliged to insure the reserved delivery sufficiently at its new value against theft, robbery, burglary, fire and water damage at our expense. The contractual partner hereby assigns to us all resulting insurance claims with regard to the reservation delivery. We accept the assignment.
In addition, we reserve the right to assert our claims for performance or compensation.
6.10. The contractual partner also assigns to us the claims to secure our claims against him, which arise from the connection of the reserved delivery with a property against a third party.
6.11. We undertake to release the securities to which we are entitled at the request of the contract partner insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on us.
7. Rights, contractual penalty
All rights (in particular property rights and copyrights or copyright exploitation rights as well as industrial property rights) to the contractual documents provided to the contractual partner in the context of our business relationship (in particular drafts, drawings, brochures, catalogs, illustrations, calculations, product descriptions etc.) as well as samples, models and prototypes subject to an expressly different agreement, only we are entitled to.
The contractual partner undertakes to pay us a contractual penalty of € 5,000.00 for each violation of the aforementioned obligation, unless he can prove that he is not to blame. We reserve the right to claim further damages.
8. Description of services, liability for defects
8.1. The properties listed in our service specifications comprehensively and conclusively determine the properties of our deliveries and services. In case of doubt, the descriptions of our deliveries and services are subject to quality agreements and not guarantees or assurances. Declarations on our part in connection with this contract do not contain any guarantees or assurances in the sense of an intensification of liability or assumption of a special liability. In case of doubt, only express written declarations on our part regarding the provision of guarantees and assurances are decisive.
8.2. There is no guarantee for damage for the following reasons: unsuitable or improper use or operation, incorrect assembly by the contractual partner or third parties, natural wear and tear, incorrect or negligent handling, unsuitable agents, chemical, electrochemical or electrical influences (unless they are not ours are represented), improper changes or repair work carried out by the contractual partner or third parties without our prior approval.
8.3. Claims for defects by the contractual partner do not exist if there is only an insignificant deviation from the agreed quality or if there is only an insignificant impairment of the usability of our deliveries or services.
8.4. The contractual partner’s rights to defects presuppose that it has properly complied with its inspection and notification obligations owed under Section 377 HGB.
8.5. If there is a defect, we are entitled, at our option, to remedy the defect or to deliver a new defect-free item. If one or both of these types of supplementary performance is impossible or disproportionate, we are entitled to refuse it.
We can also refuse supplementary performance as long as the contractual partner does not fulfill his payment obligations towards us to an extent that corresponds to the defect-free part of the service provided.
We are obliged to bear all expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, unless these increase due to the fact that the delivery was brought to a place other than the place of performance, unless the shipment corresponds to the intended use.
We are also entitled to have the rectification of the defect carried out by third parties. Replaced parts become our property.
8.6. If the subsequent performance is impossible or unsuccessful, culpable or unreasonable delay or serious and final refusal of the subsequent performance by us or if the subsequent performance is unreasonable for the contractual partner, the contractual partner is entitled to choose either to reduce the purchase price accordingly (reduction) or to withdraw from the contract (withdrawal).
8.7. Insofar as follows from section. 8.8. and para. 8.9. nothing else results, further claims of the contractual partner, which are related to defects in our deliveries and services, for whatever legal reason (in particular claims for damages due to defects and breaches of duty, tortious claims for damage to property damage and claims for reimbursement of expenses) are excluded; this applies in particular to claims arising from damage outside the delivery items, e.g. B. on other items of the contracting party, as well as for the claim to compensation for lost profits.
8.8. The above no. 8.7. regulated disclaimer does not apply:
8.8.1. For damage from injury to life, limb or health that is based on a culpable breach of duty on our part, our legal representatives or our vicarious agents;
8.8.2. for mandatory liability under the Product Liability Act;
8.8.3. in the event of fraudulent concealment of a defect, the assumption of a guarantee or assurance of a property, if a defect encompassed by it triggers our liability;
8.8.4 in the event of culpable violation of an essential contractual obligation or a “cardinal obligation” by us, our legal representatives or our vicarious agents; insofar as there is no intentional or grossly negligent breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage;
8.8.5. for any other claim on the part of the contracting party for which we, our legal representatives or our vicarious agents are entitled to compensation for the damage instead of the service; insofar as there is no intentional or grossly negligent breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage;
8.8.6. For other damages that are based on an intentional or grossly negligent breach of duty on our part, our legal representatives or our vicarious agents; as long as there is no intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
8.9. In the case of reimbursement of expenses, section. 8.8. corresponding.
8.10. The legal regulations on the burden of proof remain in accordance with the above regulations para. 8th, especially paragraphs 8.7. until 8.9., untouched.
9. Rights to know-how and inventions
We have secret, high-quality and progressive knowledge (know-how), inventions and any related industrial property rights available to us or obtained during the execution of the contracts concluded with us – subject to a separate agreement or the use to which the contracting party is entitled according to the purpose of the contractual relationship or use of the delivery items – only to us.
10. Violation of third party rights
We do not guarantee that the use and resale of the delivery items will not violate any property rights of third parties; however, we assure that the existence of such third party property rights to the delivery items is not known to us.
The limitation period for claims and rights due to defects in deliveries or services – regardless of the legal reason – is one year.
12. Assignments of claims by the contractual partner
Claims against us in relation to the deliveries or services to be rendered by us may only be assigned with our prior written consent.
13. Place of performance, place of jurisdiction, applicable law, intra-community acquisition, severability clause
13.1. Subject to a special agreement, the place of performance is exclusively our place of business.
13.2. If the contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all obligations arising from and in connection with the contractual relationship – including for bills of exchange and checks – is our place of business or, at our discretion, also the seat of the contract partner. The above jurisdiction agreement also applies to contractual partners based abroad.
13.3. For all rights and obligations arising from and in connection with the contractual relationship, the law of the Federal Republic of Germany applies exclusively and without regard to conflict of laws provisions, excluding the UN Sales Convention (CISG: United Nations Convention on Contracts for the International Sale of Goods from April 11, 1980) Application.
13.4. Should a provision in these GENERAL TERMS AND CONDITIONS or a provision within the framework of other agreements between us and the contract partner be or become ineffective, the effectiveness of all other provisions or agreements will not be affected.
13.5. Contracting parties from EC member states are obliged to compensate us for any damage that we may incur in the case of intra-Community acquisitions
¬ due to tax offenses committed by the contractual partner himself or
¬ due to incorrect or omitted information from the contractual partner about his or her circumstances relevant for taxation.
14. Additional special conditions for selection transactions
(These only apply to diamonds, not to our individual products in accordance with section 2.2)
14.1 The execution and maintenance of selection transactions is the sole responsibility and at the sole expense of the contractual partner.
14.2 We have no obligation to keep the contract partner’s stock at a certain minimum stock.
14.3 The selection goods are our property. The contractual partner will immediately inform us of the ownership of the incident affecting the goods to be selected.
14.4 We are entitled at any time to convince ourselves or through a third party that the goods to be selected have been stored properly, and to have an inventory carried out.
14.5 The contractual partner is obliged to check the selected goods upon delivery for quantity and freedom from defects, in particular for compliance with the specification including the article numbers, in accordance with the provisions of the HGB. Any defects must be reported to us immediately, stating the article number. Defects that were not recognizable during the required inspection must be reported immediately after our discovery.
14.6 The contractual partner is liable for loss, improper handling or damage to the selection goods in its custody, unless the loss, improper handling or damage is due to circumstances that cannot be averted by the care of a prudent businessman.
14.7 The contractual partner is entitled to take selected goods from the warehouse for delivery to users and to sell and transfer them to them.
14.8 With the removal of the selected goods, a purchase contract is concluded between us and the contract partner with regard to the selected goods, in accordance with the prices valid or agreed on the day of the removal. The same applies if the selected goods are not returned within the agreed period.
14.9 The contractual partner must notify us by the 10th of each month at the latest of the quantity of the selection goods removed in the previous month. This notification must be sent to us in writing, stating the article number and withdrawal quantity. We create an invoice with the date of the reporting date based on the reported consumption quantity. The contractual partner must settle the invoice in accordance with the agreed payment terms.
14.10 We can request the return of the commission goods at any time. The return takes place at the cost and risk of the contractual partner.
14.11 The contractual partner cannot assert any right of retention against our return request. Storage differences, improper handling or damage to the delivered selection goods will be invoiced to the contractual partner.