Terms and conditions

1.Scope

These terms and conditions apply to all contracts between TraderGlobal UG (limited liability) with its registered office at Griesheimer Stadtweg 46a in 65933 Frankfurt am Main and the customer, unless there is a written agreement stating otherwise.

2.Conclusion of contract

The contracts between TraderGlobal UG are purchase or service contracts that require project-related cooperation. The purchase contract is not concluded by the receipt of the order by the seller, but only by the seller’s binding order confirmation. Orders from the seller are only considered accepted if they have been expressly confirmed by us by order confirmation or invoicing. The same applies to project-related cooperation, which comes about through a corresponding contract and is confirmed in writing by both parties. Oral collateral agreements are legally non-binding and only become effective through written fixation. Such written collateral agreements are replaced by the written main contract unless it is expressly stated that they should remain binding despite the main contract. Supplements and amendments to the agreements made, including these GTCs, always require written form to be effective.

3. Liability

The employees of TradersGlobal UG are expressly not authorized to make oral agreements that deviate from this. If such behavior occurs, the managing directors or the employees who made the oral agreements are liable. Only written offers from TradersGlobal UG apply in this respect. To comply with the written form, transmission by fax and e-mail and confirmation by TradersGlobal UG within 5 working days of receipt of the request is sufficient. The employees of TradersGlobal UG are also not authorized to carry out work or services that go beyond the written contractual obligations of the seller. If the buyer nevertheless requests such work, he can submit a written change request. The additional services or work will only be included in the contract after express written approval by the seller. If such work is nevertheless carried out by the employees of the seller at the request of the buyer, this does not affect the contractual relationship between seller and buyer. In particular, no contractual obligations are established between these parties.

4 Delivery conditions

Our offers are always subject to change. We expressly reserve the right to remove items from the program at short notice. Intermediate sales are reserved. In case of force majeure and impossibility, the seller is entitled to refuse delivery, to postpone delivery time in an appropriate manner; if possible; or to declare withdrawal from the contract. In such a case, claims for damages by the buyer for any reason are excluded. If the desired goods are no longer available in type or quantity when ordering, the buyer will be notified by the seller and, if desired, supplied again at the next possible opportunity. The buyer must notify the seller of this request for subsequent delivery in writing. Goods produced on a series basis are sold according to sample or illustration. There is no entitlement to delivery of any specific individual or exhibition pieces unless otherwise agreed in writing at the time of conclusion of contract. Qualitative claims can only be made against the ordered goods as they can be made reasonably or commercially customary for goods in the corresponding category and price range of the ordered goods. Commercially customary and reasonable deviations from dimensional data are also reserved for the buyer.

5.Shipping / Delivery

Shipping and delivery are at the buyer’s risk and expense. They are sent freight collect. Costs for shipping, express delivery, and air freight are borne by the buyer. Postal shipments are cleared free of charge, with the corresponding postage charged. If the buyer chooses the transport company, the provisions regarding pickup apply. If picked up from the factory, costs and liability are borne by the buyer and the pick-up party. Shipping instructions from the buyer are only binding if they have been agreed upon in writing beforehand. Deliveries must be checked immediately for numerical completeness and integrity upon arrival at their destination. Complaints regarding shortages, deviations, and damages are only possible immediately after receipt of the goods. If a shortage or quality defect is found, the carrier must be instructed to confirm this in writing on the delivery note. The delivery notes confirmed must be sent to the seller immediately with the complaint. If such confirmation is not presented, indemnification by the seller is only possible if the party at fault (carrier) acknowledges the damage even without a confirmed delivery note. The delivery time is determined individually by the seller and buyer for each transaction, taking into account all relevant factors. Typically, approximately 3-4 weeks are to be scheduled after receipt of the binding order from the buyer. Unforeseeable events beyond the seller’s control extend the delivery time appropriately, and compensation claims cannot be derived from them. If shipments have been agreed upon, delivery periods and delivery dates refer to the time of handover to the carrier, freight forwarder, or other third party entrusted with the transport. The seller only insures the shipment against theft, breakage, transportation, fire, and water damage or other insurable risks in writing at the express request of the customer and at his expense. If shipment or delivery is delayed due to circumstances for which the customer is responsible, storage costs are borne by the customer. The rules of the International Chamber of Commerce Paris in the version applicable on the day of the order confirmation (INCOTERMS 2010) apply to the use of delivery clauses. Customs or import regulations of the respective countries must be regulated by the customer or importer; TraderGlobal UG is not responsible for cultural or political influences of the respective countries and their authorities, such as lawful lockouts or difficulties in obtaining necessary official approvals.

6. Retention of title

  1. (1) The goods remain the property of the seller until all obligations arising from this contractual relationship have been fulfilled. (2) The buyer undertakes to safeguard the seller’s property accordingly even if the delivered goods are not intended directly for the buyer but for third parties and must expressly draw the recipient’s attention to this retention of title.
  2. Any change of location and intervention by third parties, in particular seizures, must be reported to the seller immediately in writing, with seizure protocols attached in case of seizures.
  3. In case of non-compliance with the obligations of the buyer set out in paragraphs 1 (2) and 2, the seller has the right to withdraw from the contract and demand return of the goods.
  4. In case of further sale of goods still owned by us, the buyer undertakes in advance to assign on first demand to us any claims arising from such sale of goods. If goods subject to retention of title are resold together with other goods, you undertake to assign to TradersGlobal UG to the extent that our goods subject to retention of title are included in this invoice amount.
  5. In case of ongoing business relations or repeated sales of goods, this retention of title is extended so that all delivered goods remain the sole property of TradersGlobal UG until full payment has been made. Accordingly, this retention of title applies to each new delivery as long as claims against the buyer still exist, regardless of which individual purchase they arise from.
  6. In case of assertion of retention of title, the buyer is obliged to return the goods at his own expense to TradersGlobal UG.

7.Transfer of risk

The risk of having to pay the purchase price despite loss or damage passes to the buyer upon delivery to the shipping service provider or upon receipt by the customer.

If the customer organizes the transport themselves, the risk of accidental loss or deterioration of the products passes to the customer as soon as the products leave the seller’s warehouse.

If the customer does not collect or accept the products or services within the agreed period, the risk of accidental loss or deterioration still passes to the customer.

8.Default

In general, the invoice amounts are due immediately upon invoicing. In accordance with the legal regulations of § 286 para. 3 AGB, default occurs at the latest 30 days after invoicing for the remuneration claim as a counter-performance for the service provided by the seller. No further reminder is required. The decisive point in time is the receipt of payment on the assigned invoice number. Upon default, the buyer is liable for costs arising from default. The buyer is particularly liable for default interest. These are calculated at the customary rate of the bank, but at least at a rate of 8% above the respective discount rate of the German Bundesbank.

9.Default of acceptance

If the buyer remains silent or explicitly refuses to make payment and/or accept delivery after the expiry of a reasonable written notice with a threat to withdraw from the contract or demand damages instead of performance, the seller’s claim to performance of the contract shall remain. Instead, the seller can withdraw from the contract and/or demand damages instead of performance in accordance with clause 3.

(1) If the buyer’s default lasts longer than one month, the buyer shall pay the storage costs incurred. (2) The seller may also use a forwarding agent for storage.

(1) As damages instead of performance in the event of default by the buyer in accordance with clause 1, the seller may demand 5% of the purchase price without deductions, unless the buyer proves that no damage or damage lower than the lump sum has been incurred. (3) In the case of particularly high damages, the seller reserves the right to claim a proven higher damage instead of the lump-sum compensation in paragraph (1).

10.Buyer’s right to withdraw

The buyer is only entitled to withdraw from the contract in the following cases: If, after the agreed delivery deadline has expired, the buyer requests delivery in writing and this is not carried out within a reasonable period of time to be set after receipt of the buyer’s written reminder to the seller. In the case of delivery deadlines determined by calendar dates, the period to be set for the reminder begins after the expiration of the deadline. The legal provisions on damages instead of performance remain unaffected.

11.Termination by the Seller

The seller’s obligation to deliver shall lapse if the manufacturer has ceased production of the ordered goods or if cases of force majeure exist that make performance impossible. The condition for this is that these circumstances have occurred only after the conclusion of the contract, were not foreseeable at the time of conclusion of the contract, and the seller is not responsible for the non-delivery, and further proves to have made unsuccessful efforts to obtain goods of the same kind. The seller must inform the buyer immediately about the mentioned circumstances and reimburse the consideration paid by the buyer without delay.

The seller is entitled to a right of termination if the buyer has provided incorrect information about facts that are essential for his creditworthiness and which are likely to endanger the seller’s entitlement to performance. The same applies if the buyer stops making payments due to objective insolvency or if insolvency proceedings have been filed against his assets.

12. Return of goods

In case of cancellation and return of delivered goods, the seller is entitled to compensation for useless expenses, use transfer and depreciation as follows:

  1. Replacement of expenses incurred as a result of the contract in the amount incurred.
  2. Paragraph 1 does not apply to the reversal of the contract due to effective cancellation after unsuccessful subsequent performance or in cases of revocation.

13.Warranty

  1. The buyer has the right to subsequent performance to remedy a defect, whereby he has the choice between rectification of defects (subsequent improvement) or replacement delivery of a defect-free product. In total, the seller may attempt to remedy the defect twice.
  2. The seller may refuse rectification of defects or replacement delivery if it is only possible with disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the buyer.
  3. The buyer may withdraw from the contract or demand a reduction in the purchase price if subsequent performance has failed or has not been provided within a reasonable period of time or has been finally refused by the seller.
  4. If the buyer chooses to withdraw under paragraph 3, he must return the defective goods and pay compensation for any benefits derived. For valuation purposes, it depends on the time-proportional linear depreciation compared to actual useful life and expected total useful life.
  5. The warranty does not extend to such damages that are attributable to the buyer, such as damage caused by natural wear and tear, moisture, strong heating of rooms, intensive irradiation with sunlight or artificial light, other temperature or weather influences or improper handling.
  6. Warranty claims become statute-barred in accordance with the respective statutory regulations; the warranty period begins to run upon delivery.
  7. In all other respects, liability for agreed quality remains unaffected.

14.Payment terms

Prices are subject to change. The calculation is based on the prices and discounts applicable on the day of order confirmation, the purchase price is due upon confirmation of the ordered goods and must be covered immediately by bank guarantee or advance payment. Unless otherwise specified in the order confirmation, payment shall be made in euros by an irrevocable letter of credit to be issued before delivery and confirmed by an internationally recognized bank. All costs incurred in this regard shall be borne by the customer. All prices are net plus the respective applicable value-added tax. For customers who wish to pay in US dollars, the dollar/euro exchange rate will be calculated according to the daily rate on the invoice date. After conclusion of the contract, any price changes due to changes in taxes, duties, freight or other costs may be charged pro or contra. In case of exceeding the target date, default interest will be charged at a rate of 3% above the national bank rate. In case of default in payment of even one invoice or cessation of payment, all unpaid invoices shall become due immediately regardless of their due date. In this case we are also entitled to withdraw from existing orders and contracts. Reminder and collection expenses shall be borne by the purchaser.

15.Jurisdiction and place of performance

  1. The place of jurisdiction for disputes arising from this contractual relationship is the registered office of the seller; Frankfurt am Main (Hesse). The statutory provisions of the Code of Civil Procedure or the German Civil Code shall generally apply to the place of performance, unless a separate written agreement has been made for international sales transactions.
  2. If the purchaser has no general place of jurisdiction in Germany, relocates his domicile or habitual residence abroad after conclusion of the contract or if his domicile or habitual residence is not known at the time of filing suit, the place of performance and jurisdiction shall be the registered office of the seller.