AGB
Delivery and payment conditions
As of January 1, 2025
1. Prices and payment terms
Unless otherwise agreed in writing, prices are subject to VAT at the applicable rate at the time of order acceptance. We reserve the right to adjust prices due to changing currency situations.
Our invoices are due 30 days after the invoice date. For payments within 8 days, we grant a 2% discount. If the payment deadline is exceeded, the buyer will be in default, and we are entitled to demand interest on the late payment and higher damages.
2. Delivery
Delivery is made at the purchaser's expense and risk from the Freiburg warehouse. We reserve the right to make partial deliveries.
Delivery periods or delivery dates are only binding if we have expressly confirmed them in writing in the contract. If we are late with delivery, the buyer must grant a grace period of six weeks.
The commencement of the delivery periods or delivery dates specified by us is subject to the timely and proper fulfillment of the buyer's obligations. If the buyer defaults on payments, the right to delivery expires. This also applies if justified circumstances concerning the buyer are known that make delivery unreasonable.
If the buyer defaults on acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any resulting damages, including any additional expenses. Further claims remain reserved.
If the goods are shipped to the buyer at the buyer's request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon dispatch to the buyer, at the latest upon leaving the warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
We are not liable for delivery periods or delivery dates in cases of force majeure. This includes all unforeseeable events and events that – to the extent that they could have been foreseen – are beyond the control of the parties. This includes, but is not limited to, the following events: natural disasters such as floods, storm surges, hurricanes and typhoons, as well as other severe weather events of catastrophic proportions, earthquakes, lightning strikes, avalanches and landslides, fire, epidemics, pandemics, and infectious diseases (provided such events have been declared by the WHO or a government ministry, or the Robert Koch Institute has determined a risk level of at least "moderate"), war or warlike conditions, riots, revolutions, military or civil coups, insurrections, blockades, government authorities and government orders, strikes, and lockouts. If such an event of force majeure occurs, the parties are obligated to inform each other promptly, and no later than 14 days after becoming aware of it, in writing of the occurrence of the event and the consequences of its impairment. In this case, we are entitled to extend delivery dates and deadlines depending on the extent and duration of the force majeure event and its consequences, without granting the buyer a right to withdraw from the contract or a claim for damages. The seller shall not be in default for the period of the justified extension of the delivery dates and deadlines.
3. Retention of title
We retain title to the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly invoke this. We are entitled to reclaim the purchased item if the buyer breaches the contract.
The buyer is obligated to treat the purchased item with care until ownership has been transferred to him. Until ownership has been transferred, the buyer must notify us immediately in writing if the delivered item is seized or subject to other third-party interventions. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure (ZPO), the buyer is liable for any loss incurred by us.
The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns to us any claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
The processing, treatment, or transformation of the purchased item by the buyer is always carried out on our behalf and on our behalf. In this case, the buyer's expectant right to the purchased item continues to apply to the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item compared to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportionate co-ownership to us and safeguards the resulting sole ownership or co-ownership for us. We undertake to release the securities to which we are entitled at the buyer's request, provided their value exceeds the claims to be secured by more than 20%.
4. Warranty and notification of defects
The buyer's warranty rights require that the buyer has fulfilled its inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB) upon receipt of the delivered goods, even if the delivered goods are packaged. Obvious defects must be reported within 10 days of receipt; hidden defects within 10 days of their discovery. Complaints must be made in writing.
Should, despite all due care, the delivered goods exhibit a defect that already existed at the time of transfer of risk, we will, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
If the subsequent performance fails, the buyer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
Claims for defects do not apply in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, or due to special external influences not assumed under the contract. Color variations due to the nature of the material or production technology (handcrafted/artistic design) and deviations in quantity, thickness, and dimensions of up to 5% upwards or downwards do not constitute a defect and cannot be objected to.
If the buyer or third parties make improper modifications, no claims for defects shall be made for these or the resulting consequences.
The buyer’s recourse claims against us only exist to the extent that the buyer has not made any agreements with his customer that go beyond the legally mandatory claims for defects.
5. Services
Spare parts will only be delivered for individual goods with a value of EUR 13 or more. Except for warranty claims, sold goods will not be returned or exchanged. In exceptional cases, if a return or exchange occurs after prior written agreement, acceptance of the goods does not constitute acceptance of the return or exchange. All returns are made at the buyer's risk and expense. For returns of selected frames, we charge a processing fee of EUR 5 for each returned frame. If selected frames were delivered including cases, they must be returned properly. Otherwise, they will be invoiced. A credit note can only be issued if the buyer provides the relevant invoice number and the frames are in perfect, original condition.
6. Place of jurisdiction and other
Any transaction between the buyer and us, as well as the entire legal relationship between the parties, shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance and exclusive jurisdiction for all disputes arising from this contract shall be our registered office in Freiburg.
These apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB). We will only recognize any terms and conditions of the buyer that conflict with or deviate from our terms and conditions of delivery and payment if we expressly agree to their validity in writing. These terms and conditions of delivery and payment also apply to all future transactions with the buyer.
Management:
Anneke Ramm-Mordelt and Cathrin Mordelt