AGB

Nobby Pet Shop GmbH
General terms and conditions of sale and delivery

Section 1 Scope of application

In the absence of any express written agreements to the contrary, all deliveries and performances shall be carried out in accordance with the terms and conditions set out below. These terms and conditions of sale shall also apply to all future transactions with the customer insofar as these are legal transactions of a related nature.
Deviating terms and conditions of the customer shall not alter our terms and conditions of sale. Individual agreements made with the customer on a case-by-case basis (including subsidiary agreements, extensions and amendments) shall have priority over these terms and conditions of sale in all cases. Subject to the reserve of evidence to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements. If any individual items of our terms and conditions are amended in writing, all non-amended terms and conditions shall nevertheless remain binding for both parties.
All agreements made by our representatives shall apply only following written confirmation of their acceptance.

Section 2 Offer and conclusion of contract

If an order is to be regarded as an offer pursuant to Section 145 BGB (German Civil Code) we can accept this within two weeks.
Our offers are without engagement in terms of price, quantity, delivery date and availability.

Section 3 Documents handed over

We shall retain title and copyright to all documents handed over to the customer - including in electronic form - in connection with the placing of the order, e.g. calculations.  These documents must not be made accessible to third parties, unless we issue the customer with our express written consent to do so.

Section 4 Prices and payments

The prices are to be understood as including packing. The pricing will be calculated on the basis of the underlying factors in EURO (material price, wages, salaries) applicable on the date of issuing of the offer or conclusion of the contract. 
The supplier reserves the right to adjust the price in the event of a change in the cost basis up until the date of delivery.
Our invoices are payable within 8 days of the date of the invoice without deduction of settlement discount. In the event of late receipt of payment, the supplier reserves the right to charge default interest at 9% above the discount rate of the Bundesbank.

Section 5 Delivery

In the absence of any agreement to the contrary, the seller shall select the means of transport and the route to be taken. The goods will be dispatched against an invoice. In the case of delivery to the specialist retail trade with a net value of the goods of up to 250.00 EURO we deliver freight collect.
The start of the delivery period indicated by us presupposes on-time and correct fulfilment of the customer's obligations. The right to assert the objection of non-fulfilled contract is reserved.
If the customer defaults on acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us as a result, including any additional expense. We reserve the right to assert farther-reaching claims. If the above preconditions are given, the risk of accidental loss or accidental deterioration of the item purchased shall pass to the customer at the time at which the latter falls into default on acceptance or into debtor's delay.

Section 6 Delivery disruptions and late delivery

In the event of late delivery the customer must set an appropriate period of grace of at least 4 weeks. Following unsuccessful passing of the deadline, the customer shall be entitled to withdraw from the contract. All forms of force majeure, official measures, unforeseen operational difficulties, shortages of raw materials and auxiliaries, or other hindrances to production or delivery, shall result in an appropriate extension of the delivery period. If, in such cases, the agreed delivery period is exceeded by more than 4 weeks, both parties shall be entitled to withdraw from the contract insofar as the goods have not yet been dispatched.
Claims for damages are excluded.

Section 7 Passing of risk upon dispatch

If the goods are sent to the customer at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the works/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or of who bears the freight costs.

Section 8 Retention of title

We shall retain title to the delivered item until such time as full  payment has been received for all claims under the delivery contract. This shall also apply to all future deliveries, even if we do not always make specific reference to this. We are entitled to demand return of the item purchased in the event of contract-violating conduct by the customer.
The customer is obliged to treat the item purchased with care as long as ownership has not yet passed to him/her/it.

The goods must not be pledged to third parties or assigned as security until such time as full payment has been received. As long as ownership has not yet passed, the customer must inform us immediately and in writing if the item delivered has been pledged or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extra-judicial costs of legal action pursuant to Section 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss suffered by us.
The customer is entitled to make onward sale of the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us henceforth the claim against its customer, resulting from the onward sale of the goods subject to retention of title, in the amount of the final invoice price agreed with us (including value added tax). This assignment shall apply irrespective of whether the item purchased has been sold on without or after processing. The customer shall remain authorised to collect the claim even after the assignment. Our right to collect the claim ourselves shall remain unaffected. Nevertheless, we will not collect the claim as long as the customer complies with its payment obligations from the proceeds collected, is not in default on payment and in particular no application has been filed for the opening of insolvency proceedings or payments suspended.
Treatment and processing or restructuring by the customer of the item purchased shall in all cases be on behalf of and by order of us. In this case, the customer's expectancy to the item purchased shall continue to apply to the restructured item. If the item purchased is processed with other items not belonging to us, we shall acquire joint ownership of the new item in the ratio of the objective value of our item purchased to the other items treated at the time of processing. The same shall apply in the event of mixing. If mixing is carried out such that the customer's item is to be regarded as the main item, it shall apply as agreed that the customer shall transfer joint ownership to us on a pro-rata basis and shall safekeep the resulting sole or joint ownership for us.

Section 9 Warranty and notification of defects

Warranty rights of the customer presuppose that the latter has complied correctly with its obligation to examine and notify defects under Section 377 HGB (German Commercial Code).
Defect claims shall become statute barred 12 months following delivery to our customer of the goods delivered by us.
Liability for defects shall apply solely given proper use of our products taking account of the instructions for use or recommendations.
As a general rule, transport damage must be reported to the carrier upon delivery and acknowledged.
Complaints can only be considered if made in writing at the latest 8 days following receipt of the goods. Only goods returned cost-free are entitled to replacement delivery or credit note. Postal charges will be reimbursed in cases of justified claims. Our consent must be obtained prior to any return of the goods.
If, despite all care exercised, the goods delivered feature defects that were already present at the time of the passing of risk, we shall, at our discretion, repair the goods or deliver replacement goods, provided the defects have been notified within the stipulated time. In all cases, we must be granted the opportunity of subsequent fulfilment within an appropriate period. Rights of recourse shall remain unaffected by the above rule without restriction.
If subsequent fulfilment fails, the customer can - without prejudice to possible claims for damages - withdraw from the contract or reduce the remuneration.
Defect claims shall not apply in cases of only immaterial deviation from the agreed quality, given only immaterial impairment of usability, in cases of natural deterioration or wear and tear as well as in cases of damage resulting subsequent to the passing of risk as a result of incorrect or negligent treatment, excessive stress, or as a result of particular external influences not presumed under the contract. If repairs or alterations are carried out incorrectly by the customer or third parties, no defect claims shall apply for these and the resulting consequences.
All further claims, e.g. for damages, rescission of sale, reduction in price or withdrawal etc. are excluded.
The right is reserved to take back goods ordered mistakenly by the customer. Goods will only be taken back with the prior consent of the supplier and return must be made free of costs. The goods must be unused, in the original packing and marketable. Goods taken back will be credited less a 10% cost share.
The payment period as per the invoice shall remain unaffected despite justified notification of defects.
Deductions from the invoice amount are not permitted.

Section 10 Miscellaneous

The present contract and the entire legal relations between the parties shall be governed by the law of the Federal Republic of Germany subject to exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive place of jurisdiction for all disputes under the present contract is our registered office Bocholt.