GENERAL TERMS AND CONDITIONS OF BUSINESS
1. Validity
a. All deliveries, services and offers from Matex Tapeten Vertriebs GmbH (hereinafter: MT) are only accepted and carried out on the basis of the following conditions. By placing orders, the customer accepts these conditions. They also apply to future deliveries, services and offers, even if the customer is not referred to the conditions again.
b. Deviations requested by the customer must be in writing to be effective.
c. Terms of delivery of the customer or third parties are not valid.
2. Quotations and Orders
a. MT's offers are non-binding. The customer is bound to his order for at least one week from receipt by MT. The purchase contract is concluded through the order confirmation on the part of MT and/or delivery.
b. Oral agreements are only binding for MT if they have been confirmed in writing or if they have been complied with by sending the goods.
3. Prices and Payment
a. Unless otherwise specified, all prices are in euros (€) per roll approx. 53 cm wide and 10.05 m long plus the statutory VAT applicable at the time of delivery.
b. The prices valid at the time the order was received by MT apply. The prices result exclusively from the price list. Prices on sample cards are non-binding.
c. The batch size is specified in the price list.
i.e. Samples ordered for viewing will be charged and not taken back by MT. Unless otherwise agreed, MT grants a 40% discount on sample rolls ordered for exhibition purposes.
e. Invoice amounts are to be paid within 10 days of the invoice date with a 3% discount or within 30 days of the invoice date without any deductions, unless otherwise agreed in writing.
f. With the expiry of the above payment period, the customer is in default. During the delay, interest is to be paid on the purchase price at 8 percentage points above the base interest rate.
G. A discount is only granted on the actually calculated value of the goods. When offsetting credit notes, the credit note must first be deducted from the invoice amount. The discount deduction on invoices is not permitted if previously due invoices have not yet been paid
H. MT is entitled to make outstanding deliveries only against advance payment or security if circumstances become known after conclusion of the contract which justify doubts about the solvency of the customer.
i. The customer is only entitled to set off against counterclaims if these are undisputed or have been legally established.
4. Delivery
a. The place of fulfillment is the registered office of MT. If shipment of the goods has been agreed, the delivery obligation is fulfilled when the goods are handed over to the forwarding agent, carrier or other third party commissioned with the transport.
b. MT endeavors to meet promised delivery dates as best as possible in accordance with production possibilities. However, these delivery dates are only approximate unless a fixed period or a fixed date has been expressly promised.
c. Delivery periods begin when the customer receives the order confirmation, but not before all details for the execution of the order have been clarified and all other requirements to be met by the customer have been met. If the customer changes the order, a new delivery period begins when the order change is confirmed.
i.e. MT will inform the customer as soon as possible of delivery delays or hindrances.
e. If bindingly promised delivery times are not met by MT, the customer is entitled to withdraw if he has previously given MT a grace period equal to half the original delivery time, but at least 2 weeks, and this time limit has expired without result.
f. MT is not liable for the impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other unforeseeable events for which MT is not responsible. Examples include war, unrest, explosion, unusual weather conditions, fire, flood, strike, lockout, official decree, operational or traffic disruption, untimely delivery by suppliers, lack of manpower, energy or raw materials. In this case, the delivery obligation is suspended.
When supplying licensed articles, for example (Graham & Brown, Roberto Cavalli, Arthouse, etc.), sales are only permitted in countries in which Matex also has sales authorization. I. dR this applies to D/A/CH. A marketing of licensed articles outside D/A/CH must be approved by the manufacturer in writing.
G. Otherwise, GB's liability for damages due to delay in delivery is limited in accordance with Section 7.
5. Transport and Passing of Risk
c. MT does not guarantee that fabric-like wallpapers will have a completely even effect. In the case of repeat orders, minor deviations from the original sample cannot always be avoided within the limits imposed by the manufacturing technology and do not affect the contractual quality. The same applies to deviations caused by the raw material. MT cannot guarantee that the subsequent delivery is suitable for processing with leftovers from previous orders.
i.e. The delivered goods must be inspected by the customer for defects immediately after arrival at the recipient. Recognizable defects must be reported to MT in writing immediately, but no later than 12 working days after delivery. Immediately recognizable defects must also be reported to the transport company and included in the delivery documents. If no notice of defects is received by MT within the 12-day period, the goods are deemed to have been approved. If the defect was not recognizable during the inspection, the 12-day period for complaints runs from the time the defect was discovered. In particular, the print, the shading, the design, the color of the wallpaper and the correspondence with the description are not considered hidden defects.
e. After receiving a notice of defects, MT will deliver and invoice replacement goods as soon as possible. The goods complained of must be stored by the customer and made available for inspection by a field representative sent by MT. If the complaint turns out to be unjustified, the replacement goods that have already been delivered must be paid for by the customer. In the case of justified complaints, a prompt credit will be issued.
f. If the replacement delivery is not possible or unreasonable for MT, the customer can withdraw from the contract or reduce the purchase price appropriately. For the rest, MT is only liable to the extent specified in Section 7.
6. Warranty and notification of defects
a. The warranty period is one year from delivery of the goods. If the customer is a consumer in the sense of § 13 BGB, the statutory warranty periods apply.
b. All information from MT about its products, in particular the illustrations, drawings and dimensions contained in publications as well as other technical information are approximate average values. When it comes to dimensions for wallpaper and borders, deviations of 3% are customary in the industry and are reserved.
7. Damages
a. Claims for damages by the customer - for whatever legal reason - are excluded, unless they are based on intent or gross negligence on the part of MT for simple negligence.
b. The amount of compensation is limited to the foreseeable, contract-typical damage. This does not apply to liability for guaranteed quality features, damage that has been fraudulently concealed, based on intent or gross negligence on the part of MT and those due to injury to life, limb or health and those for which MT is liable under the Product Liability Act.
c. The above exclusions and limitations of liability apply to the same extent in favor of employees, other vicarious agents and subcontractors of MT
8. Retention of Title
a. The delivered goods remain the property of MT until all current and future claims including interest have been paid in full
b. Extraordinary disposals of the goods subject to retention of title, such as pledging, security transfers and any assignments are not permitted until the secured claims have been paid in full. Access by third parties to the goods and claims belonging to MT must be reported to MT immediately by the customer.
c. In the event of breach of contract by the customer, in particular non-payment of the purchase price due, MT is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods. If the customer does not pay the purchase price due, MT may only assert these rights if the customer has previously been given a reasonable deadline for payment or setting a deadline is not required by statutory provisions.
i.e. The customer is entitled to sell the reserved goods in the ordinary course of business. As long as the claims have not yet been paid in full, the customer assigns to MT the claims arising from the resale of the reserved goods, also insofar as the goods have been processed, in total or in the amount of any co-ownership share. MT accepts the assignment. However, the customer is entitled to collect the assigned claims. MT undertakes not to collect the claims as long as the customer meets his existing payment obligations to MT, does not default in payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If one of these cases occurs, MT can demand that the customer inform MT of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
e. If the realizable value of the securities exceeds MT's claims by more than 10%, MT will release securities of its own choice at the request of the customer.
9. Copyrights
a. MT is exclusively entitled to the copyright usage and exploitation rights to all wall design products, virtual image materials, advertising material and other products supplied by MT. They may not be reproduced, duplicated or published without express written consent. The customer is obliged to refrain from doing anything that could impair MT's rights. He must take all necessary measures to ensure that third parties cannot infringe these rights.
b. The duplication of the copyrighted samples by the customer will be prosecuted. The claims for damages to which MT is entitled remain unaffected and are based on the provisions of the Copyright Act. Instead of compensation for damages, MT can, after appropriate accounting, also demand the return of the profit that the customer has obtained as a result of the violation of the law, or an appropriate fictitious license fee.
c. Unless otherwise agreed in writing, all rights to design drafts created especially for a customer belong exclusively to MT.
i.e. If wall design products are manufactured by MT according to the customer's specifications, the customer exempts MT from all claims asserted by third parties due to the infringement of industrial property rights and/or copyrights.
10. Choice of Law and Venue
a. The exclusive place of jurisdiction for all disputes arising from the business relationship between MT and the customer is MT's registered office
b. The contracts concluded between MT and the customer are subject to German law.
11.Final provision
Insofar as these General Terms and Conditions of Delivery contain loopholes, the legally effective regulations that the contractual partners would have agreed according to the economic objectives and purpose of these General Terms and Conditions of Delivery if they had known of the loopholes shall be deemed to have been agreed to fill these loopholes. If individual provisions are ineffective, the law applies instead of the clause.
a. The type of shipment and packaging are at MT's due discretion
b. Orders with a value of at least EUR 410 (net) for closed delivery to an address within Germany will be carried out free of charge. Otherwise, the customer bears the transport costs, unless otherwise agreed.
c. The goods will be delivered to the customer's billing address if he does not specify a different delivery address.
i.e. Partial deliveries are permitted if they can be used by the customer within the scope of the contractual purpose, the delivery of the remaining goods is ensured and the customer does not incur any significant additional work or costs as a result. Several orders can be placed in one delivery.
e. The risk of accidental loss or accidental deterioration passes to the customer when the goods are handed over. In the case of mail-order purchases, the risk passes to the customer at the point in time at which the goods are handed over to the forwarding agent, carrier or another third party responsible for carrying out the shipment. If shipping or handover is delayed as a result of a circumstance caused by the customer, risk is transferred to the customer from the point at which MT is ready for shipment and has notified the customer of this. This also applies if MT withholds the delivery of the goods due to the customer's default in payment.