General Terms and Conditions Sales (AGB V)

ellen wille THE HAIR-COMPANY GmbH Lauenburger Straße 3-5, 65824 Schwalbach, Germany
("we" or "us"), As at: 01.01.2025

Article 1 Scope of application, form

(1) These AGB-V apply to all contracts for the sale and/or delivery of the company’s products, but only if the purchaser is also an entrepreneur (Article 14 German Civil Code - BGB), a legal entity under public law or a special fund under public law within the meaning of Article 310 para. 1 BGB ("Purchaser").

(2) These ABG-V apply exclusively, even if we accept orders without reservation with knowledge of the purchaser's terms and conditions, provide services or make direct or indirect reference to letters or the like that contain the purchaser's or third parties' terms and conditions. Any deviating conflicting or supplementary terms and conditions of the purchaser shall only become part of the contract if and insofar as we have expressly agreed to their validity.

(3) Legally relevant declarations and notifications of the purchaser with regard to the contract (e.g. setting of deadlines, notification of defects, cancellation or reduction) as well as contract supplements or amendments including collateral agreements must be made in writing or text form (e.g. letter, e-mail, fax) in order to be effective, unless a stricter form is prescribed by law.

Article 2 Quote, minimum order value, conclusion of contract

(1) Unless otherwise stated, our quotes are subject to change and non-binding. This shall also apply if we have provided the purchaser with catalogues, technical documentation, other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights.

(2) A minimum order value of Euro 50.00 (net) applies to each order.

(3) The order placed by the purchaser shall be deemed a legally binding offer to conclude a contract. Our acceptance shall be effected by declaration in text form (e.g. by our order confirmation or our notification of readiness for dispatch/collection) or by delivery of the goods.

Article 3 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be made from our warehouse, which is also the place of fulfilment for the delivery and any subsequent fulfilment. At the buyer's request and expense, the goods will be dispatched to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the shipping method (in particular transport company, shipping route, packaging) ourselves.

(2) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. If no specific delivery date is specified, a reminder from the purchaser is required.

(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the latest when the goods are handed over to the purchaser. In the case of sale by shipping, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or third party appointed to carry out the shipping. If the purchaser is in default of acceptance, this shall be deemed equivalent to handover.

(4) If the purchaser is in default of acceptance, fails to co-operate and is responsible for this or if our delivery is delayed for other reasons for which the purchaser is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

Article 4 Prices and terms of payment

(1) The information in our price lists current at the time the contract is concluded shall apply. All prices are subject to statutory value added tax. Any insurance, transport and packaging costs as well as any other taxes and duties shall be borne by the purchaser, unless otherwise agreed.

(2) In the case of sale by despatch, the purchaser shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the purchaser. These will be communicated to the purchaser during the ordering process or at the latest before dispatch of the goods. Any customs duties, fees, taxes and other public charges shall be borne by the purchaser.

(3) The purchase price is due for payment within 14 days of delivery of the goods or acceptance of the goods and receipt of the invoice.

(4) The purchaser shall be in default upon expiry of the aforementioned payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by delay. Our claim to commercial maturity interest (Articles 352, 353 German Commercial Code HGB) against merchants remains unaffected.

(5) The purchaser shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the goods, the purchaser's counter-rights shall remain unaffected, in particular in accordance with Article 6 of these AGB-V.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardised by the purchaser's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Article 321 BGB).

Article 5 Retention of title

(1) We reserve title to the goods sold until the purchase price has been paid in full.

(2) The purchaser shall be entitled to resell the goods subject to retention of title to other third parties in the ordinary course of business, as long as he fulfils his obligations arising from the business relationship with us in good time. He may not pledge the goods subject to retention of title or assign them as security.

(3) The purchaser must protect all goods subject to retention of title against damage or theft and insure them against this.

Article 6 Claims for defects of the purchaser

(1) The purchaser's rights in the event of material defects and defects of title (including incorrect and short delivery) shall be governed by the statutory provisions, unless otherwise or additionally stipulated in these AGB-V.

(2) The statutory inspection and complaint obligations (Articles 377, 381 HGB) shall apply.

(3) If the purchaser intends to process the goods, the purchaser must carry out an inspection of the goods immediately prior to processing.

(4) Insofar as the customer has claims against us due to the defectiveness of goods, we shall, at our discretion, remedy the defects free of charge or deliver defect-free goods free of charge (hereinafter jointly referred to as "subsequent fulfilment"). The purchaser must give us reasonable time and opportunity to carry out the subsequent fulfilment. Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent fulfilment, in particular transport costs, if a defect actually exists. Otherwise, we may demand compensation from the purchaser for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the purchaser.

(5) We are entitled to make the subsequent fulfilment owed dependent on the purchaser paying the purchase price due. However, the purchaser is entitled to retain a reasonable part of the purchase price in proportion to the defect.

(6) Claims of the purchaser for damages or reimbursement of futile expenses shall only exist in accordance with Article 7, even in the case of defects, and are otherwise excluded.

(7) Claims for defects shall become time-barred 12 months after delivery of the goods, unless a longer limitation period is stipulated by law.

Article 7 Liability limitations

(1) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty),

a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(2) The limitations of liability resulting from paragraph 1 shall also apply to breaches of duty by persons (including in their favour) whose fault we are responsible for in accordance with the statutory provisions.

(3) The limitations of liability resulting from paragraph 1 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods as well as for claims of the purchaser under the German Product Liability Act or any other applicable law which transposes EC Directive 85/374 EC into the law of a Member State of the EU or the EEA.

(4) Contractual and non-contractual claims for damages of the purchaser based on a defect of the goods shall become statute-barred 12 months after delivery of the goods, unless the application of the regular statutory limitation period (Articles 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitations of liability resulting from Article 7 para. 1 sentence 1 and sentence 2(a) as well as for claims of the purchaser under the German Product Liability Act (or any other applicable law which transposes EC Directive 85/374 EC into the law of a Member State of the EU or the EEA).

Article 8 Returns

(1) The purchaser is entitled to return goods "ordered for inspection" to us within 14 days of receipt of the goods or at the latest by the later return date stated on the delivery note. The return deadline is met when the goods have been delivered to us.

(2) If the goods are returned in due time, we shall check in the ordinary course of business whether the goods are in the condition in which they were handed over to the shipping service provider in the case of sale by dispatch or handed over to the buyer in the case of an obligation to deliver or collect. If this is the case, we will reimburse the purchaser for any purchase price already paid (less shipping costs) or issue the buyer with a credit note for any invoice already issued. If this is not the case, we will inform the buyer of this and specify any necessary restoration measures and the costs incurred. If the purchaser does not order the execution of these measures against payment within a period of 14 days after notification of non-compliance with the original condition or if the buyer does not bring about the original condition himself within the same period, we shall be entitled to carry out the measures ourselves and to demand the remuneration estimated in this respect from the purchaser.

(3) We are entitled to charge the purchaser a processing fee of EUR 5.00 net for each item returned, in addition to any costs required to restore the original condition and in particular for goods ordered for inspection.

(4) The purchaser shall bear the costs of the return shipment and the risk of accidental loss and accidental deterioration of the goods during the return shipment.

(5) Paragraphs (3) and (4) do not apply to the return of defective goods.

Article 9 Choice of law and place of jurisdiction

(1) The law of the Federal Republic of Germany applies to the exclusion of international conflict of laws and to the exclusion of the UNCITRAL Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of our company. In all cases, however, we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these AGB-V or an overriding individual agreement or at the general place of jurisdiction of the purchaser. Overriding statutory provisions, in particular regarding exclusive responsibilities, remain unaffected.

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