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AGB pour les contrats de travaux et de matériaux - nous ne livrons pas seulement en ligne

Status: January 2017

The following T&Cs apply ONLY to orders OUTSIDE our online shop. Businesses or consumers ordering products through our website will find the relevant T&Cs here.

I. Scope of application

These GTC apply only in business relationships with entrepreneurs. Entrepreneurs within the meaning of these Terms and Conditions are natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the respective legal transaction.

Orders shall be executed in accordance with the following terms and conditions. Conflicting general terms and conditions shall only become part of the contract if their validity is expressly agreed to in writing.

II. conclusion of contract

Your contractual partner, ALDISPLAYS® GmbH, Paul-Henri-Spaak-Str. 17-19, 51069 Cologne (Germany), is represented by the managing directors Rolf Göpfert and Marcus Meinhold and is entered in the Commercial Register of the Local Court of Cologne under HRB 106 348.

Our opportunities to purchase goods granted within the framework of catalogues and other advertising appearances as well as our Internet presence are not binding offers, but non-binding invitations to submit an offer or to request us to submit an offer. A binding effect does not arise in this respect.

Concrete offers to entrepreneurs are subject to the reservation of self-delivery.

We reserve the right to make technical changes as well as changes in form, colour, material and/or quantity within the scope of what is customary in the trade.

For orders below an order value of EUR 50.00, a processing fee of EUR 10.00 will be charged. Our prices do not include packaging, freight and other costs. When ordering electronically, the customer shall not incur any additional costs.

By ordering a product, the customer bindingly declares that he wishes to purchase the ordered product. We can accept this offer within a period of 14 days after receipt by us either in writing or by delivery to the customer.

If the customer orders goods electronically, the text of the contract will be stored by us and sent by e-mail on request. The contract shall be concluded exclusively in the German language. These General Terms and Conditions can be viewed, downloaded and saved on our website at any time. Before the customer sends the order, all data entered by the customer will be displayed again. At this time, the customer has the opportunity to correct input errors. The contract shall only be concluded if the customer confirms his order again thereafter.

III. terms of payment

The invoice amount is due within eight calendar days after receipt of the invoice with a 2% discount or within 30 days after receipt of the invoice without deduction gross to our account.

Deliveries to other European countries can be made VAT-exempt if the customer can produce a valid VAT ID number registered in his name.

Bills of exchange shall only be accepted by special agreement and on account of performance without granting a discount. Discount and charges shall be borne by the customer. They are to be paid immediately by the bill of exchange giver.

The customer may only offset an undisputed or legally established claim. Entrepreneurs may not invoke a right of retention unless the right of retention is based on claims that have become res judicata, are ready for decision or are undisputed, we ourselves assert a corresponding right of retention in relation to our supplier, we have already received the value of our defective counter-performance or we are accused of gross breaches of contract.

If the customer does not pay the invoice amount within 30 days of receipt of the invoice, he shall be in default of payment.

IV. Delivery

The place of performance for the services to be rendered by us is our registered office. Insofar as we ship the goods to our customers, this shall constitute a debt to be discharged. If the customer is an entrepreneur, he shall bear the shipping risk.

We shall dispatch the goods with due care. The goods are insured in accordance with the respective forwarding agent's terms and conditions.

In business transactions with entrepreneurs, we are entitled to make partial deliveries and provide partial services at any time, unless the partial delivery or service is of no interest to the entrepreneur.

We shall not be responsible for delays in delivery and performance due to force majeure and due to events which, through no fault of our own, make delivery significantly more difficult or impossible, even if they occur at our suppliers or their sub-suppliers, even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or services for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

Entrepreneurs are only entitled to withdraw from the contract with regard to the part not yet fulfilled if the impediment according to the previous paragraph lasts longer than three months after setting a reasonable grace period. The provisions of § 323 para. 2 no. 2 and no. 3 BGB remain unaffected. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this. We can only invoke the aforementioned circumstances if we notify the customer immediately. We shall immediately reimburse any counter-performance already rendered.

V. Retention of title

If the customer is an entrepreneur, the goods shall remain our property until all present or future claims arising from our business relationship have been settled in full. If the value of the goods delivered under retention of title exceeds the value of our outstanding claims by more than 20 % on a sustained basis, the customer may demand release of a corresponding part of the goods. The entrepreneur is entitled to process and sell the goods in the ordinary course of business as long as he is not in default. Pledges and transfers of ownership by way of security are not permitted. He hereby assigns his claims from the resale in full to us. We accept the assignment. We hereby revocably authorise the customer to collect the claims assigned to us for our account in his own name. This collection obligation can only be revoked if the customer does not properly fulfil his payment obligations. Any processing or transformation of the goods by the customer, who is an entrepreneur, shall always be carried out for us as manufacturer, but without any obligation for us. If our (co-) ownership expires due to combination, it is already agreed now that the customer's (co-) ownership of the unified object shall pass to us in proportion to the value (invoice value). The customer shall keep our (co-)ownership in safe custody free of charge.

In the event of access by third parties - in particular bailiffs - to the goods subject to retention of title, the customer shall point out our ownership and notify the third party immediately so that the seller can enforce its ownership rights. Insofar as the third party is not in a position to reimburse us for the costs incurred in this connection, the customer shall be liable for this.

In the event of conduct on the part of the buyer in breach of contract - in particular in the event of default in payment - the seller shall be entitled to withdraw from the contract and to demand the return of the goods subject to retention of title.

VI Warranty and Liability

Our products are - unless expressly described otherwise - intended exclusively for indoor use. Illuminated advertising media can be opened and dismantled by anyone due to their construction. The surface of the aluminium profiles, sheet metal, steel and plastic parts as well as the foils and other printed products are scratch-resistant to a limited extent and therefore susceptible to damage in the event of external impact. These are contractual properties of our goods which do not constitute a material defect.

The illuminants used in our illuminated advertising media are wearing parts. They are not subject to the statutory warranty if the defect is due to natural wear and/or improper use.

Entrepreneurs must report obvious defects in writing immediately after receipt of the goods, otherwise the warranty claim shall lapse. It is sufficient for compliance with the deadline if the notice of defect is sent in good time. If the customer fails to comply with this obligation, the warranty claim shall be excluded.

If the customer is an entrepreneur, we shall initially provide warranty for defects in the goods at our discretion by rectification or replacement delivery.

If the second attempt at subsequent fulfilment is also unsuccessful, so that subsequent fulfilment has failed, withdrawal from the contract - in contrast to reduction - is excluded in the case of only a minor breach of contract, in particular in the case of only minor defects.

If the customer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the customer, provided this is reasonable for him. In this case, the compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have fraudulently caused the breach of contract.

If the customer is an entrepreneur, the warranty period is one year from delivery of the goods. Section 479 para. 2 BGB remains unaffected. Excluded from this are claims for damages due to a defect; these shall in any case become statute-barred after the expiry of one year from the delivery of the goods, unless we can be accused of fraudulent intent.

If the customer is an entrepreneur, we are only obliged to deliver assembly instructions free of defects if the defect consists in the delivery of defective assembly instructions.

Excluded from any warranty are defects which have been caused by the fact that our operating or maintenance instructions have not been followed, changes have been made to the products, parts have been replaced or consumables have been used which do not comply with the original specifications. If such misconduct on the part of the customer is established, it shall be presumed vis-à-vis entrepreneurs that the defect is based on this conduct, unless the entrepreneur can refute a corresponding substantiated assertion that only one of these circumstances caused the defect.

Claims for damages shall be excluded irrespective of the type of breach of duty, except in the case of wilful misconduct or gross negligence.

In the event of a breach of material contractual obligations, the Seller shall be liable for any negligence, but only up to the amount of the foreseeable damage.

The limitations of liability and exclusions arising from damages or breach of contractual duty shall not apply to claims arising from fraudulent conduct on our part, or in the case of liability for claims under the Product Liability Act or for damages arising from injury to life, limb or health.

Insofar as our liability is excluded or limited, this shall also apply to employees, representatives and vicarious agents.

VII Industrial property rights

Insofar as we have to deliver objects according to drawings, models or samples which are handed over to us by the customer, the customer shall guarantee us that the industrial property rights of third parties are not affected by the manufacture and delivery of the objects. The customer shall therefore indemnify us internally against all claims for damages by third parties in this respect. In the event of damage occurring, the customer shall be obliged to ensure that we are also released from any liability we may have vis-à-vis third parties.

If we are prohibited by a third party from delivering and/or manufacturing items produced according to drawings, samples or models of the customer by invoking an industrial property right belonging to the third party, we shall be entitled - without being obliged to examine the legal situation - to withdraw from the contract and to demand reimbursement of all costs incurred, to the exclusion of all claims for damages of the customer, unless the demand of the third party is obviously unlawful.

Samples, models or drawings submitted will only be returned upon request. Otherwise we shall be entitled to destroy samples, models and drawings three months after submission of the offer.

We are entitled to refer to our company in a suitable manner on the contractual products.

VIII Final Provisions

The exclusive place of jurisdiction for all disputes arising from or on the basis of this contract is our registered office.