General Terms and Conditions of C&M Partner GmbH, Horn Bad Meinberg (status: October 2018)
I. Scope of application
(1) All agreements and offers are based on the following conditions of C&M Partner GmbH.
They are deemed to be accepted by placing the order or accepting the delivery.
Deviating terms and conditions of the contractual partner, even if they are stated in the order, only apply if they have been recognised by written confirmation of C&M Partner GmbH.
(2) The General Terms and Conditions (GTC) are in particular an integral part of the contracts concluded between the customer and the C&M Partner GmbH, Pfuhlstraße 5a, 32805 Horn Bad Meinberg, hereinafter referred to as the seller or C&M Partner GmbH which are concluded via https://www.cm-partner.com.
(3) The contractual partner shall be notified in writing of any changes to the terms of delivery. They shall be deemed to have been approved if the contractual partner does not raise an objection in writing. These consequences shall be specifically pointed out at the time of notification. The contracting party must raise the objection within six weeks of notification of the amendment.
(4) The invalidity of individual conditions shall not affect the validity of the remaining conditions. The same shall apply if individual provisions do not become part of the contract.
(5) Customers in the sense of these GTC are exclusively entrepreneurs.
II. Contract conclusion
(1) The contract is concluded via the website https://www.cm-partner.com as follows:The catalogue of goods displayed on the website does not constitute an offer in the legal sense. By placing an order, the customer makes a binding offer to enter into a contract. Input errors can be corrected before the placement of the order by using the usual keyboard and mouse functions.
By clicking on the button which concludes the order, the customer submits a binding purchase offer. Upon receipt of the customer's offer by the seller, the seller shall receive an automatically generated e-mail stating that the order has been received. This confirmation does not constitute an acceptance of the offer by the seller. Acceptance is either expressly declared within 5 days or occurs with the delivery of the goods.
(2) The text of the contract is stored by the seller and is sent to the customer together with the included GTC by mail.
III. Prices, payment
(1) Unless otherwise stated in the order confirmation, the prices shall apply ex works Horn Bad Meinberg in Germany and are net prices to which the respective applicable value added tax must be added.
In addition, the prices do not include the costs for packaging, freight, postage, insurance and other shipping costs.
(2) Payment (net prices plus value added tax) is to be made within 30 calendar days of the invoice date without deduction. Any discount agreement does not apply to freight, postage, insurance or other shipping expenses.
(3) The invoice shall be issued under the date of delivery, partial delivery or readiness for delivery (debt to be collected, default of acceptance).
(4) The contracting party may only set off an undisputed claim or a legally established claim. A contractual partner who is a fully qualified merchant in the sense of the HGB is not entitled to retention and offsetting rights. However, the rights according to § 320 BGB shall remain valid as long as and to the extent that the contractual partner has not fulfilled its obligations.
(5) Insofar as the aforementioned terms of payment are amended in favour of the contracting party, the contracting party shall bear the entire credit or other costs.
IV. Default in payment
(1) Default shall occur at the latest if payment is not made within 30 days of the due date and receipt of the invoice. This shall be without prejudice to statutory provisions on the basis of which a default occurs earlier. Default shall also be deemed to have occurred if the creditor sends a reminder or if a contractually agreed payment date or a contractually agreed payment period had expired.
(2) If the fulfilment of the payment claim is not possible due to a deterioration of the financial situation that has occurred or of the financial circumstances of the contractual partner after the conclusion of the contract, the contractual partner may demand advance payment and immediate payment of all outstanding invoices, including those not yet due, retain goods not yet delivered and suspend further work on orders still in progress. The contractual partner shall also be entitled to these rights if the contracting party fails to make payment despite a reminder justifying default.
(3) In the event of default in payment, interest on arrears shall be calculated in accordance with § 288 para. 1 and § 288 para. 2 BGB, respectively, on the basis of the respective base interest rate pursuant to §247 BGB.
(1) C&M PartnerGmbH shall carry out the shipment for the contractual partner with due care.
The goods are insured according to the respective forwarding conditions of the carrier.
(2) The risk shall pass to the contractual partner upon handover to the forwarder. If the shipment is delayed for reasons which lie within the sphere of influence of the buyer or his vicarious agents, the risk shall pass to the buyer on the day of readiness for dispatch.
(3) Delivery dates are only valid if they are expressly confirmed by C&M PartnerGmbH.
If the contract is concluded in writing, the confirmation of the delivery date must also be in written form.
(4) If the contractual partner requests changes to the order after the order confirmation, which affect the production time, a new delivery time begins, namely only with the confirmation of the changes.
(5) If the delivery time is exceeded due to circumstances for which we are not responsible, the contractual partner shall not be entitled to make us responsible for emerged damage. In the event of non-compliance with the delivery period for which we are responsible, the provisions on default in accordance with § 286 BGB in conjunction with §§ 280 ff. BGB shall apply.
(6) If C&M PartnerGmbH is in default, the liability for damages in case of slight negligence is limited to an amount of 5 % of the foreseeable damage. The contracting party is entitled to prove that the damage is significantly higher than the lump sum amount and to assert this.
(7) Compliance with our delivery obligation requires timely and proper fulfilment of the obligations of the contractual partners.
(8) Operational disruptions, both in the business of C&M Partner GmbH and in that of a supplier, in particular strikes, lockouts, war, riots and all other cases of force majeure, do not entitle the customer to terminate the contractual relationship. The principles on the discontinuation of the basis of the contract shall remain unaffected and shall be governed by § 313 BGB, taking into account of § 275 BGB.
(9) The delivered goods shall remain the property of C&M Partner GmbH until full payment of all claims of C&M against the contractual partner. The contractual partner is only entitled to resell the goods in the ordinary course of business. The contractual partner hereby assigns its claims from the resale to C&M Partner GmbH. C&M Partner GmbH accepts the assignment.
VI. Complaints, warranty
(1) Notices of defects due to obviously defective or obviously deviating deliveries or services due to the delivery of goods that are obviously different from those ordered may be asserted by the contracting party without undue delay, but no later than one week after receipt of the goods or after the defect has become apparent.
(2) The contracting party must inspect the goods immediately upon receipt with regard to quantity, quality and condition and is obliged to note obvious defects on the receipt. In all other respects, § 377 of the German Commercial Code (HGB) shall apply in the relationship with companies. Damage during transport shall not entitle the customer to refuse acceptance.
(3) In the event of justified complaints, the following provisions shall apply in relation to entrepreneurs:: If C&M Partner GmbH has carried out a partial delivery, the contractual partner can only withdraw from the entire contract only if he has no interest in the partial delivery. If C&M Partner GmbH has not implemented the delivery in accordance with the contract, the contractual partner may not withdraw from the contract if the breach of duty is insignificant. For deviations in the quality of the material used, C&M PartnerGmbH shall be liable up to the amount of its own claims against the respective supplier. In such a case, C&M PartnerGmbH is released from its liability. If it assigns its claims against the suppliers to the contractual partner. C&M PartnerGmbH is liable like a guarantor, as far as claims against the suppliers do not exist due to the fault of C&M Partner GmbH, or such claims are not enforceable. Padberg will, at its own discretion, remedy defects that are subject to warranty by means of rectification or replacement free of charge for the customer.
(4) The warranty for used items is excluded and the limitation period for further claims for defects shall be one year, whereby grossly negligent and wilfully caused damages, as well as damages resulting from injury to life, body and health, damages caused by a negligent breach of duty as well as damage due to a breach of essential contractual obligations are expressly not covered by this provision. Essential obligations are those commitments whose fulfilment makes possible the proper implementation of the contract and on which the customer can regularly rely on. In the case of fraudulent concealment of a defect or in the case of the assumption of a guarantee for the quality of the object of purchase at the time of the transfer of risk in the sense of § 444 BGB (German Civil Code) or if the item has been used for a building in accordance with its customary building and has caused its defectiveness, the rights of the customer shall be exclusively governed by the statutory provisions.
(1) Liability for damage to legal assets other than life, limb or health is excluded, unless the damage is due to intentional or grossly negligent conduct of the seller, one of his legal representatives or one of his fulfillment assistants or the conduct is not a breach of material contractual obligations. Essential obligations are those commitments whose fulfilment makes possible the proper implementation of the contract and on which the customer can regularly rely on.
(2) This exclusion of liability shall not apply insofar as claims under the Product Liability Act law are concerned, a defect was fraudulently concealed or a quality guarantee has been assumed.
VIII Property, Copyright
The contractual partner shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order and the copyrights of third parties and the infringement is based on the customer's duty to cooperate. The contractual partner shall indemnify C&M PartnerGmbH from all claims of third parties due to such an infringement.of rights.
IX. Place of fulfilment, place of jurisdiction, validity
The place of fulfilment and jurisdiction for all claims and legal disputes arising out of the contractual relationship, including legal disputes arising from the contractual relationship and proceedings based on documentary evidence, is Horn insofar as the contractual partner is a merchant, a legal entity under public law or a special fund under public law. The contractual relationship shall be governed by German law, UN sales law is excluded. The contractual language is German.