1. Scope of application
1.1 These General Terms and Conditions of Business and Delivery (hereinafter referred to as "GTC") apply to all contractual relations, offers, orders, rights and obligations arising from pre-contractual negotiations and legal relations arising from delivery and performance (hereinafter referred to as referred to as "Supplier""legal relations") with Filson s.r.o., ID No. 47549947, with its registered office at Slévačská 902, 198 00 Prague 9 , entered in the Commercial Register kept by the Regional Court in Prague, Section CFile No. 21629 (). hereinafter C, item 21629 (hereinafter referred to as the ""Supplier). The GTC apply exclusively to legal relationships with entrepreneurs (hereinafter referred to as the "Contractual Partner").
1.2 Within the framework of an ongoing business relationship, these Terms and Conditions of Sale shall also apply to all future transactions concerning deliveries with the Bestseller.
2. Contract, Prices
2.1 The Seller's offers are non-binding, unless otherwise specified by the Seller.
2.2 The Seller may accept orders from the Buyer within two weeks of submission, unless the Buyer specifies a longer acceptance period. The Seller is not obliged to accept orders from the Buyer.
2.3 The a conclusion of contract requires a written contractual declaration by the Seller. the However, Seller reserves the right to accept an order from the Buyer by executing a delivery. Verbal agreements before and after conclusion of the contract are only binding if they are confirmed in writing by the Seller.
2.4 Delivery conditions such as Incoterms clauses to which the Buyer refers in the order shall only become part of the contract if they are expressly confirmed in writing by the Seller.
2.5 Prices are quoted net plus statutory value added tax, if applicable, and excluding all other taxes, customs duties, levies and insurance. All taxes, customs duties and levies in connection with the delivery shall be borne by the Buyer or reimbursed to the Seller.
2.6 If delivery has been agreed on the basis of the Seller's price list, the prices that have been communicated or otherwise made known to the Buyer for the delivery date specified in the order or otherwise agreed shall apply, alternatively the Seller's price list valid on the date of the order. to the Price lists communicated or otherwise made known Buyer shall form an integral part of the contract unless they conflict with separate agreements.
2.7 For the interpretation of trade terms, the Incoterms shall apply in the version valid at the time of the order for the desired delivery date.
3. Obligations of the customer
3.1 The customer may not refuse to accept the delivery due to minor defects.
3.2 If the Buyer is in default of acceptance of the delivery, the Seller shall be entitled to after withdraw from the contract setting a reasonable grace period. If the Buyer is for the responsibledelay in acceptance, the shall Sellerbe entitled to demand liquidated damages for the the damage caused by the 's Buyerdelay in acceptance in the amount of 10% of the agreed net order value for unaccepted part of the delivery. The liquidated damages shall also apply after cancellation by the Seller due the toBuyer's default of acceptance. Further claims for damages and other rights of the seller remain unaffected.
3.3 The delivery may only be resold unchanged in its original packaging. This shall not apply if repackaging is necessary to enable marketing in other member states of the European Union and the legitimate interests of the Seller are safeguarded in the repackaging. In particular, in the case of repackaging in with accordancethe preceding sentence, the Buyer must ensure and is solely responsible for ensuring that the repackaged goods fulfil all legal and other requirements for the safety and correctness of the packaging, particular infor transport purposes. It is made clear that the Buyer is not entitled to relabel the goods unless the Seller has expressly agreed to this in writing. The shall Buyer be liable for any damage incurred by the Seller as a result of or in connection with the re-labelling and shall indemnify the Seller against any third-party claims in this respect.
3.4 Technical application and other verbal and written advice from the seller is non-binding.
3.5 The Buyer shall be responsible for inspecting the delivery with regard to its suitability for the purpose intended by the Buyer and for the given conditions of use. This shall also apply if the delivery is generally recommended for a specific purpose. The above shall not apply if the intended use results directly from a quality agreement. The Seller shall not be liable, irrespective of the legal grounds, if damage results from a breach of the aforementioned inspection obligations of the Buyer.
3.6 The customer is obliged to comply with any third-party property rights, e.g. patents or utility models, and statutory regulations when processing the delivery.
4. Payment
4.1 Unless otherwise agreed in writing, invoice amounts are due net within 30 days of the invoice date. Payment periods stated on the order confirmation or invoice, in particular also for the calculation of the period for discount deductions, shall commence on the invoice date. Agreed discount deductions are only permissible if the customer is not in arrears with the payment of invoice amounts already due from the business relationship.
4.2 If the Buyer is in default of payment, the Seller shall be entitled to charge interest at a rate of percentage points 5above the respective base interest rate.
4.3 The Buyer may only set off claims claims or assert a right of retention against that are undisputed or have been recognised by judgement declaratoryor arise from the same contractual relationship as the Seller's claims.
4.4 The Seller may prior to demand the provision of security delivery if, after , conclusion of the contracta significant deterioration in the solvency or creditworthiness of the Buyer becomes apparent which jeopardises a claim of the Seller, in particular in the event of suspension of payments, an application to open insolvency proceedings against the assets of the Buyer or a seizure. If refuses the Buyer to provide security within a reasonable period of time set by the Seller, the may Sellerwithdraw from the contract in whole or in part. All other rights of the seller remain reserved.
5. Delivery
5.1 Unless otherwise agreed and subject to clause 5.2, 2nd variant, delivery shall be made in accordance with CPT (Incoterms 2010) ex works/warehouse (place of delivery) to the agreed destination. The choice of transport route and carrier shall be made by the Seller. Self-collection by the Buyer is excluded. Unless otherwise agreed, the shall Sellernot any makedeliveries outside the Federal Republic of Germany. Cartage and demurrage charges at the place of receipt, surface freight and additional freight for express goods and air freight shipments shall in all cases be borne by the Buyer.
5.2 If has the Seller notified the Buyer Buyerof a minimum order value or a minimum order quantity prior to the 's order or if the Buyer has confirmed its order in any whatsoever form following such notification and the Seller accepts an order below the minimum order value and/or the minimum order quantity, the the Buyer shall be charged actual freight/shipping costs for the delivery or the freight/shipping rate flatspecified by the Seller for these cases.
5.3 The the weight weight of the delivery shall be determined byascertained at the time of dispatch from the supplying plant or warehouse.
5.4 In the event of further export of the goods by the Customer, the Supplier shall not be responsible for the fulfilment of the regulatory requirements for the export and/or further distribution of the goods (including chemical registrations), unless expressly agreed otherwise.
5.5 The Seller is not obliged to make partial deliveries, but is entitled to do so insofar as this the is reasonable for Buyer.
5.6 The agreed delivery period shall commence on the date of the order confirmation, but not before the Buyer has provided the documents, approvals, releases and other information and documents required for the delivery and has fulfilled any down payment or advance payment obligations of the Buyer. The Seller reserves the right, if the Buyer is in arrears with the fulfilment of its payment obligations under previous orders, to process the order only after have been existing obligations fulfilled. the In this , casedelivery time shall extended beaccordingly without the need for an express declaration by the Seller.
5.7 If a delivery is owed, the seller has the right choose towhether to deliver the goods himself or have them delivered by a third party.
5.8 If the Seller is culpably in default, the Buyer's claim for damages due to the 's Sellerdefault shall be limited to 0.5% of the order value 5% netof the part of the delivery indefault for each completed week of default, but no more than in total. This limitation shall not apply in the event of intent or gross negligence.
5.9 If an agreed delivery date is exceeded, the Buyer shall be entitled to withdraw from the contract contract if the Seller does not fulfil the the within grace period of at least three weeks to be set by the Buyer and is responsible thisfor. There is no need to set a deadline if this is dispensable by law. The cancellation must be declared in writing and at the latest within two weeks of the expiry of the grace period set. After expiry of the aforementioned period for cancellation, the purchaser is only entitled to cancel the contract after setting and expiry of a further reasonable period of grace to be set by the purchaser, provided that the seller has not fulfilled the contract within this further period of grace and is responsible thisfor.
5.10 Events of force majeure shall entitle the Seller to postpone delivery for the duration of the hindrance plus a subsequent reasonable start-up period. Events of force majeure shall all includeunavoidable events for which the is Sellernot responsible, in particular monetary, trade policy or other sovereign measures, strikes, lockouts, significant operational disruptions delays()e.g. fire, machine breakdown, shortage of energy of energy for whatever reasonraw materials or or shortage, including in particular also due to delivery . -shortage or of The and Seller shall not be liable for . any disruptions to operations (e.g. fire, machine breakdown, obstruction shortageraw materials raw material suppliers or energy or for any whatsoeverreason , including in particular also due to supply bottlenecks, performance disruptions or other supply difficulties of other upstream suppliers of the Seller, disruptions in the packaging and handling process or transport bottlenecks) of transport routes, which are not only of a short-term duration and make delivery significantly more difficult or impossibleEvents of force majeure and equivalent events must be notified to the Buyer by the Seller without delay. If lasts the hindrance longer than three months, both parties shall be entitled to withdraw from the contract. The Buyer shall only be entitled to withdraw from the contract under the aforementioned conditions with regard to the unfulfilled part of the delivery if a partial delivery has already been made. Payment for a partial delivery that has been made already may not be refused due to the unfulfilled part of the delivery.
6. Transfer of risk
6.1 the Unless otherwise agreed,risk shall pass to the customer when the goods delivery leave the supplier's works or warehouse from which the is dispatched, but at the latest when the goods are handed over to the carrier. Furthermore, the shall riskpass to the customer at the point in time at which the dispatch or delivery delivery of the is delayed for reasons for which the customer is responsible or the customer is in default of acceptance.
6.2 The Buyer shall bear the risk during the return transport of the delivery, insofar as the return transport takes place after a cancellation by the Seller due to a breach of duty by the Buyer or as a gesture of goodwill by the Seller.
7. Defect rights
7.1 Recognisable material defects (including, but not limited to, damage tothe packaging and deviations in quantity) must be reported in writing immediately, at the latest within eight days of receipt of the delivery at the destination. Hidden material defects must be reported in writing without delay, at the latest within eight days of discovery, in the case of resale of the deliveries by the customer after receipt of complaints relevant to material defects from his buyer or third parties within the supply chain. Otherwise, the delivery shall be deemed to have been approved with regard to the material defect.
7.2 Samples of the rejected delivery must be sent in immediately upon request. The costs shall be borne by the customer if the defectiveness of the delivery has not been confirmed and the customer is for the responsibleunjustified complaint.
7.3 If samples have been taken at the place of loading by neutral samplers, these alone shall be decisive for the assessment of the delivery. The original remnants of the Seller's delivery on which based the processing or further despatch isshall be deemed equivalent to neutrally taken samples. This shall also apply to remnants of the production batch at the 's premises Sellerfrom which the delivery complained about originates.
7.4 If the delivery is accepted without complaint by a railway, shipping company or other carrier, it shall be assumed that the packaging of the delivery was in perfect condition at the time of handover to the carrier.
7.5 The Seller is not responsible forensuring that the coding (e.g. GTIN) affixed to a delivery is legible. Any illegibility of a code does not constitute a defect.
7.6 A defect due to infringement of third-party property rights, e.g. patents or utility models, shall not exist if the infringement of property rights is caused by an application not foreseeable by the Seller or by the fact that the delivery is modified by the Buyer or used together with products not supplied by the Seller.
7.7 Quality agreements take precedence over suitability for use.
7.8 If there is a defect at the time of the transfer of risk, the Sellershall provide subsequent fulfilment at its discretion either by remedying the defect or by subsequent delivery. If the delivery is resold by the Buyer, the Buyer must ensure that the Seller is in involvedthe subsequent fulfilment at the end customer. If the subsequent fulfilment fails, the purchaser is entitled to reduce the purchase price or withdraw from the contract under the statutory conditions. This shall only apply in the case of supplier recourse pursuant to § 445a para. 2 BGB (German Civil Code) if the Buyer has fulfilled its obligation to involve the Seller in the subsequent fulfilment. The 's Buyerclaims for reimbursement of expenses shall damages and be governed by Section 8.
7.9 In the event of an unjustified request for performancesubsequent request for subsequent performance , the Buyer shall be obliged to compensate the Seller for the damage caused by the unjustified request for subsequent performance if the Buyer has recognised or negligently failed to recognise that its is unjustified.
8. Compensation for damages and expenses
8.1 Claims for reimbursement of expenses damages and by the customer, regardless of the legal grounds (breach of duties arising from the contractual obligation, contract, offence, etc.), are excluded.
8.2 The exclusion of liability under clause 8.1 shall not apply a) in event the of liability under the Product Liability Act, b) in cases of intent or gross negligence, c) in the event of culpable injury to life, limb or health or d) in the event of culpable breach of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely. However, liability for breach of material contractual obligations shall be limited to compensation for foreseeable damage typical of the contract, unless liability is based on intent or gross negligence, injury to life, limb or health or under the Product Liability Act.
8.3 Insofar as the 's Sellerliability is excluded or limited, this shall also apply in favour of the Seller's legal representatives, employees, subcontractors and vicarious agents in the event of direct claims against by the Buyer them.
8.4 A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
9. Period
9.1 The limitation period for claims due to defects is one year from the start of the statutory limitation period. Notwithstanding the above, the statutory limitation period shall apply a) in the case of fraudulent intent; b) for claims for damages due to wilful intent or gross negligence, culpable injury to life, limb or health or liability under the Product Liability Act.
9.2 In principle, the shall Sellerrectify or replace the delivery as a gesture of goodwill and without recognising any legal obligation. An acknowledgement with the consequence of a new start of the limitation period shall only exist if the Seller expressly declares this to the Buyer.
9.3 For other claims of the Buyer against the Seller, the regular limitation period shall be reduced to two years from the start of the statutory limitation period. This shall not apply to claims for damages in accordance with clause 9.1 b), for which the statutory limitation period shall apply.
10. Reservation of title
10.1 The delivery shall remain the property of the Seller until all outstanding claims arising from the business relationship with the Buyer have been settled in full. The retention of title shall also extend to the new items created by processing, combining or mixing or, if the Seller does not become the sole owner of the new item, to the corresponding co-ownership shares of the Seller in the new item. The processing of the delivery is carried out for the seller as manufacturer, without the obligating seller. In the event of processing, combining or mixing with material that is not the property of the Seller, the Seller shall always acquire co-ownership of the new item in the ratio of the value of the delivery to the value of the new item. If expires the Seller's ownership as a result of combining or mixing, the Buyer hereby assigns to the Seller co-ownership of the new item in the ratio of the value of the delivery to the value of the new item and shall store the item for the Seller to this extent.
10.2 The purchaser is authorised to resell the goods subject to retention of title in the ordinary course of business. Any other disposal, in particular pledging, transfer by way of security or transfer by way of exchange, is not permitted. The Seller must be notified of immediately any made seizures by third parties - even after processing, combining or mixing - as well as any other impairment of the rights to the reserved goods. The purchaser hereby assigns . to the seller, who accepts the assignment, all claims against his customers to which is entitled he from the resale of the reserved goodsIn the event that the reserved goods are resold by the Purchaser together with other goods not owned by the Seller, the assignment of the claims from the resale shall only be to the value of the reserved goods. If is the claim from the resale of the goods subject to retention of title placed by the purchaser in a current account relationship with his customer, the recognised balance, which , is assigned in the amount of the resale value of the goods subject to retention of title sold in each caseshall take the place of the assigned current account claim after balancing. The purchaser is authorised to collect the receivables from the resale of the reserved goods. The Seller shall be entitled to revoke the authorisation to resell and/or collect claims if a) the Buyer is in arrears with payments arising from the business relationship; b) the Buyer has disposed of the reserved goods outside the ordinary course of business; or c) after a significant deterioration in the solvency or creditworthiness of the Buyer becomes apparent conclusion of the contract, which jeopardises a claim of the Seller, in particular in the event of suspension of payments, an application to open insolvency proceedings against the Buyer's assets or a seizure. After the revocation of the authorisation to collect receivables, incoming assigned outstanding receivables shall be collected by the Buyer immediately in a special account with the designation to be specified separately by the Seller. After the the revocation of authorisation to collect receivables, the Buyer shall, at the Seller's request, immediately inform the Seller of the in writing debtors of the assigned receivables and notify the debtors of the assignment.
10.3 If the Buyer defaults on its payment obligation to the Seller or breaches one of the obligations arising from the retention of title, the Seller shall be entitled, subject to Section 107 (2) InsO, after to demand the return of the reserved goods cancellation of the contract and to collect them from the Buyer.
10.4 The Seller is obliged to release security interests at the request of the Buyer insofar as their realisable value exceeds the total claim of the Seller to be secured by 10%.
11. Returnable packaging/pallets
11.1 Insofar as an agreement is concluded on the provision of goods on pallets, the shallSeller be entitled, at its discretion, to make deliveries on Euro pallets poolmeasuring 800 x 1200 mm or on disposable pallets. Deliveries on Euro pallets shall be made at the 's sellerdiscretion on a basisstep-for-step, i.e. the the same number of undamaged empty pallets (Euro pool pallets only) must must be provided in exchange for pallets delivered with the goods or a pallet note be issued. Euro-Pool pallets returned to the seller damaged but repairable will be invoiced at the cost of repair, damaged but non-repairable Euro- Pool pallets at the replacement value, unless the customer is not responsible for the return of damaged Euro-Pool pallets. If, contrary to his obligation to exchange or to present the pallet note, the customer does not any provideor insufficient Euro-Pool pallets as empty pallets, he must deliver such pallets after setting a reasonable deadline or, unless he can prove that he is not responsible for the breach of his obligation to exchange, , at pay the sellerthe 's sellerdiscretion, an amount equal to the replacement cost. The risk for Euro-Pool pallets provided by the Buyer by way of exchange shall to passthe Seller Sellerupon handover to the . If the delivery is made on disposable pallets, the Buyer shall be responsible for repalletising and disposing of the pallets.
11.2 If Eurodisplay pallets are used, these are generally CHEP pallets that remain with the Customer and are collected by CHEP. The same applies if 1/1 CHEP are as used(basic) load carriers.
11.3 The following provisions shall apply to other loaned packaging, loading aids and loaned displays provided by the Seller: The returnable packaging provided by the Seller as well as any loading aids and returnable displays shall be not included in the sale and shall remain the property of the Seller. They must be handled with care and may not be used for purposes other than the storage of the delivery. The Buyer shall be for liableany damage resulting from a breach of the aforementioned obligations by the Buyer, unless the Buyer is not responsible for the breach of obligation. The the return of returnable packaging as well as the loading aids and returnable displays must be made immediately after emptying, carriage paid, in perfect, usable condition to the specified or agreed empties collection point, stating the department specified in the invoice. If are returnable packaging, loading aids or returnable displays not returned on time, the seller shall be entitled to charge for them at replacement value after setting and expiry of a reasonable deadline. If returnable packaging, loading aids or returnable displays become unusable, the Seller shall be entitled to charge for them at replacement value, unless the Buyer is not responsible for the unusability.
11.4 The be return of packaging that is not returnable packaging shall governed by the provisions of the Packaging Ordinance in the version valid at the time of conclusion of contract theand any supplementary agreements made.
12. Acceptance of returns as a gesture of goodwill
In the case of acceptance of pre-authorised returns as a gesture of goodwill, the Seller shall charge 20% of the order value netplus transport costs, provided that no other fee has been set by the Seller at the latest at the time of acceptance of the Buyer's return request.
13. Final provisions
13.1 Insofar as these Terms and Conditions of Sale refer to a written form requirement, text form (letter, fax, e-mail, etc.) is sufficient to fulfil the written form requirement.
13.2 A reversal of the burden of proof is not associated with these Terms and Conditions of Sale.
13.3 The complete article master data including logistical data, dangerous goods information and validity periods are stored in a master data pool on a corresponding data portal and are regularly updated. The can customer begranted access to the data portal on request.
13.4 If are individual provisions of these Terms and Conditions of Sale or of the contract or become invalid, this shall not affect the validity of the remaining provisions.
13.5 The place of fulfilment for all obligations of the Seller and the Buyer arising from the contract, including the 's Sellerobligation to provide subsequent performance and the mutual obligation to return goods in the event of withdrawal, shall be the Seller's registered office. The exclusive place of jurisdiction for all disputes arising from or in connection with the delivery shall be Prague, provided that the Buyer is a merchant. the shall However, Selleralso be entitled to bring action anat the Buyer's general place of jurisdiction or at any other competent court. The legal relations between the Sellerandthe Buyer shall governed be by the law of the Czech Republic. The of the application United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.