Terms and Conditions

General

The following terms apply to all present and future supply contracts unless expressly stated to the contrary. All previous terms and conditions no longer apply. We are not obligated to accept any conditions stipulated by the customer, even if we do not expressly object to them. By placing an order the customer is agreeing to our terms and conditions. We hereby reject all other terms and conditions which deviate to our own.

Offers / Samples

Our offers and prices are non-binding and are net, i.e. delivery and VAT are excluded and will be charged extra, unless expressly stated to the contrary. Furthermore, our offers and samples are only valid for a maximum of 30 days beginning from the date the offer is made, except where expressly stated otherwise. Samples are in no way definitive unless expressly stated otherwise and colours and models are subject to change. A sales contract shall not be formed until we send the customer written confirmation of the order. In the event that our distributor is unable to deliver the ordered goods or does not deliver them on time, we are entitled to withdraw from the contract. The invoice may replace the written order confirmation. In the event that the order does not correspond with our offer, our order confirmation is binding. Our offers are subject to change. Orders and verbal agreements are not valid until we confirm these in writing or honour them through the delivery of goods and an invoice. Receipt of orders in foreign currencies will be dated with our postmark and the exchange rate on the next working day will apply. Delivery, VAT and other costs, such as customs duties, will be calculated separately and a different rate of exchange may apply.

Delivery and Acceptance

Delivery times provided by us are non-binding. Our company will not be held liable for the delay or failure to deliver goods. In the event that the goods are not delivered on time the customer must allow an appropriate grace period. We are also entitled to make partial deliveries unless the customer expressly objects.

Shipping

All shipments are made at the customer’s own risk. Our company shall select the mode and route of shipment and the costs must be borne by the customer. We will endeavour to take into account the customer’s wishes but any additional costs incurred as a result thereof must be borne by the customer. We are entitled to carry out partial deliveries. Furthermore, we are not obligated to take out transport insurance unless expressly requested by the customer, in which case the costs for this must be borne by the customer. Unless stated otherwise via a written confirmation, goods shall be dispatched to the address provided by the customer upon placing the order. For deliveries using returnable packaging or the customer’s own packaging, our special regulations apply. Other agreements only apply if they are confirmed by us in writing. If the company and customer come to a special agreement, this agreement does not automatically apply to other orders.

Payment

Payments must be made within the payment period stated on the invoice, starting from the date on the invoice. If the customer defaults on a payment we are entitled to charge interest from the due date at a rate of 3% above the bank base rate without prior notice. Cheques and bills of exchange will only be accepted on account of performance and must be free of all fees and charges. The payment will only be considered fulfilled when our account has been credited. Payments must only be made directly to us. Payments to our representatives are only considered valid with proof that they are an authorized collection agent. The withholding of payment or partial payment because of counter claims will not be accepted except in the event that the counter claims are undisputed or determined legally valid. If the customer fails to pay within the agreed terms, we have the right to demand immediate payment of the total amount or to withdraw from the contract and to demand, at the cost of the customer, the return of any delivered but unpaid goods. In the case of partial delivery where a corresponding invoice is sent, payment must still be made according to these terms and conditions. Special payment terms only apply when they are confirmed by us in writing and are generally for a limited period of time.

Call-off orders

In addition to our general terms and conditions, the following apply to call-off orders:

A call-off order enables the customer to order a total call-off quantity for the bulk price listed in the sliding price scale for the total order quantity.

A call-off order is a legally binding promise by the customer to purchase a certain quantity of goods within a set period of time defined by the contracting parties.
Call-off deliveries are invoiced immediately and payment is due in accordance with our payment terms and conditions. In the event that the customer does not accept the ordered quantity within the call-off period, the customer must pay the outstanding order once the deadline for the call-off period has lapsed. If the customer defaults on payment during the call-off period then we are entitled to demand payment at the time of default for any unpaid goods which have already been delivered in accordance with the prices and conditions stipulated in our sliding price scale.

Warranty and Liability

The customer must have proof of delivery and must notify us in writing of any defects or incomplete deliveries within 6 days of receiving the goods. Notifications received after 6 days cannot be taken into consideration. We are entitled to use our own discretion to rectify defects through repair, credit note or replacement of defective goods. All other claims are excluded irrespective of the legal justification, particularly claims for compensation. Faulty goods may only be returned to us with our consent and must be returned in the original packaging and must be made safe for transportation. Unless expressly agreed otherwise, new goods have a 6 month warranty beginning on the date of purchase. Should the customer find a fault which is verified by us within this period, we shall provide reimbursement or replacement. This does not include parts that are subject to wear and tear. We also do not accept any liability for damage resulting from operation by third parties, exposure to external influences or incorrect usage. In case of defects the customer has 6 months to claim a repair or replacement. When the 6 months have lapsed no other claims can be made. Compensation claims based on negligent breaches of our contractual obligations cannot be made.

Reservation of Proprietary Rights

Delivered goods remain our property until all outstanding past, present and future obligations resulting from the terms and conditions have been fulfilled. The customer is entitled to dispose of the goods owned by us provided that they fulfil their obligations from the business relationship with us in good time. If there is a default in payment, we are entitled to demand the return of our property. The customer surrenders to us immediately all claims to which he is entitled by resale. If requested by us, the customer must inform the third party of this transfer in the event of a resale. The customer is obligated to notify us of a transfer to a third party and to provide us with any information needed to exercise our rights against the third party. The customer must notify us immediately of the seizure or confiscation of goods. All intervention costs will be charged to the customer. We reserve the right to claim compensation and loss of profits.

Location of Claim Processing / Jurisdiction / Governing Law

The place of execution for all deliveries and services for the contracting parties will be Cologne, unless expressly agreed otherwise. The jurisdiction is held by the Cologne courts. All disputes resulting from this contract shall be subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Should individual provisions become legally invalid, the remaining terms and conditions stipulated here as well as any concluded supply contracts remain binding.

Trade Register

Managing Directors: Ingrid Lindblom, Andreas Traut.

Registered at Cologne Local Court HRB 30925.

gusto products & services, möbel & einrichtungs GmbH, Hafenstraße 12, D- 51063 Cologne, Germany