Terms of service

General Sales and Delivery Terms of the Company Verena von Eschenbach, Verena Frfr. Verena Ebner von Eschenbach

1. Scope of Application / Validity

These General Terms and Conditions apply to customers ("buyers") who purchase the products of Edelreich von Eschenbach, Verena Frfr. Ebner von Eschenbach, including its distributors and sales representatives ("seller").

By placing an order directly or through representatives of the seller, the buyer agrees to the full and unconditional validity of these terms and conditions.

The sales terms form the exclusive basis for the contractual relationship, including future legal transactions, even if they are not expressly referred to again.

Accordingly, individual agreements, especially general purchasing or procurement terms, cannot take precedence over these General Terms and Conditions without the prior written consent of the seller.

Any deviating regulations, in particular provisions of general purchasing conditions, are considered invalid.

The seller's failure to invoke these terms at any time cannot be understood as a waiver of the right to invoke them later.

1. Products

These terms apply to orders of all product areas of the brand Edelreich von Eschenbach.

The seller reserves the right to change its products at any time, as it deems appropriate, including modifying the models described in its brochures and catalogs without prior notice.

The seller's descriptions of the goods, including all representations of them, are only approximate, unless the usability for the contractually intended purpose requires an exact match. These statements are not guaranteed quality characteristics.

1. Orders

All offers from the seller are non-binding. Orders from the buyer are binding once confirmed by the seller in writing, although the seller may refuse acceptance through an immediate written notice.

The buyer is entitled to cancel orders within a period of ten days starting from the day the seller's order confirmation is sent. Only written cancellations received within this period of 10 days are valid.

1. Delivery / Transfer of Risk / Claims

4.1 Delivery – Availability of Products

Unless explicitly accepted differently by the seller, delivery is made by making the products available at the seller’s warehouse.

Delivery times are approximate and are understood as starting from the seller's warehouse, subject to timely and correct delivery by the seller's suppliers. If delivery times are stated in days, only regular working days count. Delivery times will be extended appropriately in case of unforeseen events outside the seller's control, especially force majeure, strikes, government measures, operational disruptions, delays in the delivery of raw materials, to the extent that these events affect the completion or delivery of the goods. If the seller is unable to deliver on time due to performance failures of its supplier, it is only obligated to transfer any claims the buyer has against the seller's suppliers.

In the case of unforeseen events as described in Section 2 and in the event of impossibility of execution after order acceptance, the seller has the right to withdraw from the contract, provided it has not yet been executed. Claims for damages by the buyer are excluded. If the seller intends to exercise the right to withdraw, it must immediately inform the buyer, even if initially an extension of the delivery time was agreed.

If the buyer demands damages for non-performance and withdraws from the contract, they must grant the seller a four-week extension, threatening to refuse performance after this period. The deadline begins on the day the seller receives the buyer's notice via registered mail. Before the deadline expires, claims for delayed delivery are excluded.

4.2 Transfer of Risk

Risk is transferred as soon as the carrier takes possession of the products from the seller's warehouse. The seller's warehouse is also the place of fulfillment.

Regardless of the method of shipment or delivery, the products are shipped at the buyer's risk, who must report any damage or loss to the carrier and communicate their reservations by registered mail within 48 hours of receiving the products.

The seller is not responsible for insuring the delivery but will insure it upon the buyer's explicit request and at the buyer's cost.

In case of damage, total or partial impossibility, or loss due to theft or other reasons, the buyer must make a precise and fully reasoned complaint and confirm this to the last carrier in accordance with national conditions or international transport agreements.

4.3 Claims

The buyer is obligated to carefully inspect the delivered goods immediately after delivery. Visible defects, shortages, or incorrect deliveries must be reported to the seller immediately, but no later than five working days after receipt of the goods. Hidden defects must also be reported immediately, but no later than five working days after discovery via registered mail. The date of receipt by the seller is decisive.

The disputed goods may only be returned with the seller's consent unless the seller fails to respond to the written complaint within three weeks.

Commercially customary or minor, technically unavoidable deviations in quality, color, width, size, weight, equipment, or design cannot be complained about. Claims based on defective partial deliveries cannot be made for other partial deliveries.

For justified and properly reported defects, the seller will deliver a replacement or issue a credit note within 30 days after receiving the returned goods, free of charge, provided the returned goods are in the same condition as upon delivery. Further claims, including reductions, replacement of other damages, particularly consequential and delay damages, lost profit, contractual penalties, third-party damages, etc., are excluded. However, the seller assigns any claims against its own suppliers to the buyer, if such claims exist and are assignable.

Beyond the above provisions, both parties are liable to each other for damages resulting from the violation of contractual and legal duties only in cases of intent and gross negligence. In cases of simple negligence, liability is limited to damage caused to life, body, or health, as well as damages resulting from the violation of a significant contractual obligation (i.e., an obligation whose fulfillment makes the proper execution of the contract possible and which the contracting party can regularly rely on). In the case of a violation of a significant contractual obligation, the liability of both parties is limited to the foreseeable and typically occurring damage.

1. Retention of Title

The following retention of title is intended to secure all current and future claims of the seller against the buyer arising from the supply relationship between the parties.

It is expressly agreed that the seller retains ownership of the delivered products until all secured claims have been fully paid. The goods and any replacement goods covered by this clause are referred to as "retained goods."

The buyer shall store the retained goods free of charge for the seller. The buyer is permitted to sell the retained goods in the ordinary course of business until the occurrence of the enforcement event. Pledging and transferring the goods as security are not allowed.

In the case of resale of the retained goods, the buyer hereby assigns the resulting claims against the customer to the seller as security. This also applies to other claims arising from the retained goods or related to them, such as insurance claims. The seller revocably authorizes the buyer to collect the assigned claims in its own name on behalf of the seller. The seller may only revoke this authorization in the event of enforcement.

If third parties attempt to seize or otherwise take possession of the retained goods, the buyer must immediately notify the seller of the seller's ownership and inform the seller to allow the enforcement of its property rights.

1. Sales Prices

Prices are in Euros, ex works, excluding taxes and transportation costs.

The buyer bears all duties, taxes, customs fees, or other charges arising under national or foreign law.

Products will be invoiced based on the applicable pricing conditions at the time of the order.

1. Payment Terms

7.1 Payment Period

Unless otherwise agreed, the following payment terms apply: Invoices are issued on the day of delivery or provision of the goods. Invoices are due within 30 days of issuance, without deduction. The payment date is the day the funds are received in the seller’s account. A discount is not permitted if the buyer is in arrears with payments for other deliveries.

7.2 Method of Payment

Invoices are due for payment at the seller's place of business. Payment is made via bank transfer in cash.

7.3 Non-payment or Late Payment

Failure to meet agreed payment deadlines, or circumstances that significantly worsen the buyer's financial situation, result in the immediate maturity of all the seller's claims, regardless of previous accepted bills of exchange.

1. Return of Products on a Voluntary Basis

The seller does not accept returns of products.

1. Warranty for Defects

The statutory warranty period for the buyer’s claims against the seller is two years from the date of sale. Any transport costs are borne by the buyer.

1. Intellectual Property Rights

The buyer does not hold any intellectual property rights (trademarks, patents, copyrights, etc.) in the products of Edelreich von Eschenbach, its promotional materials, or product packaging, which remain the property of the seller.

1. Disputes

These terms and conditions and the overall economic relationship are governed exclusively by German law.

Should any contractual provisions be or become invalid, the remainder of the contract remains valid. The parties will aim to replace the invalid provision with a reasonable alternative.