General Terms and Conditions of Sale (English)

 

LYMB.iO GmbH, Gysslingstrasse 72, 80805 Munich, Germany

 

We confirm your order subject to the exclusive application of our general terms and conditions of sale.

 

§ 1 Application

(1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

 

(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.

 

(3) These terms and conditions of sale shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).

 

§ 2 Offer, Acceptance

Insofar as the order constitutes a binding offer we are entitled to accept the offer within two weeks.

 

§ 3 Prices, Payment

(1) Prices are ex works, exclusive of the respective statutory VAT (if applicable).

 

(2) The purchase price is due and payable net within 30 days from the date of the invoice. From the due date default interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.

 

§ 4 Offset, retainer

The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgment. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

 

§ 5 Deliveries

(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser.

 

(2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.

 

(3) The goods shall be transported uninsured and in any event at the risk of the buyer. This shall also apply in cases of any delivery free of charge and regardless of which means of transport shall be used. Any transport insurance shall be provided only upon express demand of the buyer. Any costs arising therefrom shall be at the expense of the buyer only.

 

§ 6 Passing of Risk, Shipment

If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.

 

Section 7 Retention of Title

(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.

 

(2) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.

 

(3) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.

 

(4) Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.

 

Section 8 Warranty

(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).

 

(2) Warranty claims shall be time-barred after 12 months of the passage of risk.

 

(3) In the case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.

 

§ 9 Liability

(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent of the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.

 

(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.

 

(3) Any liability not expressly provided for above shall be disclaimed.

 

Section 10 Applicable law, jurisdiction

(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).

 

(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich, Germany.

 

(3) In the event of a dispute as to the interpretation of this contract, the German version of these terms is decisive.

 
 

General terms and conditions of sale of goods

 

FUN WITH BALLS GmbH, Gysslingstrasse 72, 80805 Munich, Germany

 

We confirm your order under the exclusive validity of our General Terms and Conditions of Sale.

 

§ 1 Validity

(1) (1) These Conditions of Sale apply exclusively. We do not recognize deviating or conflicting conditions unless we have expressly agreed to them in writing.

 

(2) These terms of sale also apply to all future transactions between the parties and even if we deliver the goods in the knowledge of deviating or conflicting terms.

 

(3) These general terms and conditions of sale only apply 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.

 

§ 2 Offer, Acceptance

If the order represents an offer (§ 145 BGB), we are entitled to accept it within a period of two weeks.

 

§ 3 Prices, Payment

(1) Our prices are ex works, plus the respective statutory sales tax (if applicable).

 

(2) The purchase price is due for payment net within 30 days of invoicing. After the due date, default interest of 8% above the respective base interest rate p.a. a. calculated. We reserve the right to assert further damage caused by delay.

 

§ 4 offsetting, retention

The buyer is only entitled to set off insofar as his counterclaims are undisputed or have been legally established. The buyer is only entitled to assert rights of retention on the basis of counterclaims from the same contractual relationship.

 

§ 5 Delivery

(1) Delivery requires the timely and proper fulfillment of the buyer’s obligations.

 

(2) In the event of default of acceptance or other culpable violation of the buyer’s obligation to cooperate, we are entitled to compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time of default in acceptance or other violation of duties to cooperate.

 

(3) Our goods are sent uninsured at the risk of the buyer. This also applies if we assume the shipping costs and regardless of the transport route. The goods will only be insured at the express request of the buyer. Any costs for the insurance have to be borne by the buyer.

 

§ 6 Passing of Risk, Dispatch

If the goods are shipped at the request of the buyer, the risk of accidental loss and accidental deterioration of the goods passes to the buyer at the time of shipment.

 

§ 7 Retention of title

(1) The goods remain our property until all payments have been received in full. In the event of breaches of contract by the buyer, including default in payment, we are entitled to take back the goods.

 

(2) If the purchase price has not been paid in full, the buyer must inform us immediately in writing if the goods are encumbered with third-party rights or subject to other interventions by third parties.

 

(3) The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he already assigns all claims from such a resale to us, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the buyer remains authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and to the extent that the buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and payments have not been suspended.

 

(4) Insofar as the securities mentioned above exceed the claims to be secured by more than 10%, we are obliged to release the securities of our choice at the request of the buyer.

 

§ 8 Warranty

(1) A prerequisite for any warranty rights of the buyer is his proper fulfillment of all inspection and complaint obligations owed according to § 377 HGB.

 

(2) Warranty claims can be asserted within 12 months after the transfer of risk.

 

(3) In the event of defects in the goods, the buyer has the right to supplementary performance in the form of remedying the defect or delivery of a defect-free item. If the supplementary performance fails, the buyer is entitled to reduce the purchase price or to withdraw from the contract.

 

§ 9 Liability

(1) In the case of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we are liable according to the statutory provisions; likewise in the case of culpable violation of essential contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages is limited to the foreseeable, typically occurring damage.

 

(2) Liability for culpable injury to life, limb or health as well as liability under the Product Liability Act remain unaffected.

 

(3) Unless otherwise expressly stipulated above, our liability is excluded.

 

§ 10 Applicable Law, Place of Jurisdiction

(1) This contract is subject to the law of the Federal Republic of Germany (to the exclusion of the UN Sales Convention).

 

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Munich.

 

(3) In the event of a disputed interpretation of the contract, the German version of these General Terms and Conditions shall prevail.