All rights reserved(C)
Supreme Trading GmbH
Managing Partners: Fabian von Thun & Serkan Sisman
General terms of sale and delivery
• 1 Validity of the conditions
1. The deliveries, services and offers from Supreme Trading GmbH (hereinafter referred to as “Supreme”) are made exclusively on the basis of these terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed again. At the latest when the goods or services are accepted, the
Conditions as accepted. Counter-confirmations by the buyer with reference to his business or purchasing conditions are hereby expressly rejected.
2. Oral side agreements only apply if they are confirmed by Supreme in writing. When using the purchased goods (equipment), third party property rights must be observed; these are excluded from sale.
• 2 Offer and conclusion of contract
1. The offers from Supreme are subject to change and non-binding. Orders are only binding for Supreme insofar as Supreme has confirmed them in writing or meets them with deliveries.
2. Supreme sales employees are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
• 3 scope of deliveries
1. Supreme's order confirmation is decisive for the scope of the deliveries. As long as the buyer is in arrears with the settlement of a liability, including from previous business deals, Supreme is entitled to refuse performance.
2. Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.
3. Delivery and service delays due to force majeure and due to events that not only temporarily make delivery more difficult or impossible for Supreme, including in particular strikes, lockouts, official orders, etc., even if they occur at Supreme's suppliers or their sub-suppliers , is not responsible for Supreme, even in the case of binding deadlines and dates. They entitle Supreme to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. There are no other claims, especially those for damages.
4. If the hindrance lasts longer than three months, the buyer is entitled, after a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled. If the delivery time is extended and Supreme is released from its obligation, the buyer cannot derive any claims for damages from this. Supreme can only invoke the circumstances mentioned if it notifies the buyer immediately.
5. If Supreme is responsible for the non-compliance with bindingly promised deadlines and dates or is in default, the buyer is entitled to compensation for default in the amount of 1.5% for each completed week of the 2nd delay, but no more than 5% of the invoice value the deliveries and services affected by the delay. Any further claims are excluded, unless the delay is based at least on gross negligence on the part of Supreme.
• 4 Price and Transfer of Risk
1. Unless otherwise agreed in writing, the prices are ex Supreme warehouse (this also includes external warehouses used by Supreme) without packaging and without VAT.
2. The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the warehouse in the aforementioned sense of the Supreme for the purpose of shipment. If the shipment is delayed at the request of the buyer, the risk is transferred to him with the notification of readiness for shipment.
• 5 payment
1. Unless otherwise agreed, the Supreme invoices are due immediately after receipt of the invoice and are payable strictly net cash.
2. If the buyer is in default, Supreme is entitled to charge 1% processing and default costs for each month or part thereof. Supreme reserves the right to assert higher damages.
3. In the event of default in payment and justified doubts about the solvency or creditworthiness of the buyer, Supreme is authorized, without prejudice to other rights, to demand securities or advance payments. Supreme is then also entitled to make all claims from the business relationship due immediately.
4. The buyer is only entitled to offset, withhold or reduce, even if notices of defect or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. The buyer is entitled to retention due to counterclaims from the same contractual relationship.
• 6 Reservation of Title
1. Until all claims (including all current account balance claims) to which Supreme is entitled against the buyer for any legal reason now or in the future have been met, Supreme shall be granted the following securities, which it will release upon request of its choice, insofar as their value is the claims exceeds 20% upon receipt.
2. The goods remain the property of Supreme. Processing or transformation is always carried out for Supreme as the manufacturer, but without any obligation for you. If the (co-) ownership of Supreme expires through connection, it is already now agreed that the (co-) ownership of Supreme in the unitary item shall pass to Supreme proportionally (invoice value). The buyer keeps the (co-) property of Supreme free of charge. Goods to which Supreme has (joint) ownership are hereinafter referred to as reserved goods.
3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledging or security transfers are not permitted. The buyer hereby assigns to Supreme in full the claims arising from the resale or any other legal reason with regard to the goods subject to retention of title (including all balance claims from the current account). Supreme revocably authorizes the buyer to collect the claims assigned to Supreme for his account in his own name. This authorization to collect can only be revoked if the buyer does not properly meet his payment obligations.
4. In the event of third-party access to the goods subject to retention of title, in particular seizures, the buyer will point out the ownership of Supreme and notify Supreme immediately so that Supreme can enforce its property rights. If the third party is unable to reimburse Supreme for any judicial and extrajudicial costs incurred in this connection, the buyer shall be liable for them.
5. In the event of breach of contract by the buyer, in particular default of payment, Supreme is entitled to withdraw from the contract and to demand the return of the reserved goods.
• 7 Warranty
1. New goods are delivered free of manufacturing and material defects. The deadline for asserting claims for defects is one year from delivery.
2. The buyer is obliged to examine the delivery immediately upon receipt. The buyer must notify Supreme of any defects found immediately, at the latest within three days, in writing or by telex. If the buyer fails to notify us, the delivery is deemed approved, unless the defect is hidden. The same applies to the detection of shortfalls.
3. The sale of used goods takes place in the condition in which they or could have been viewed. The buyer's rights due to a material defect are excluded for used goods, regardless of when it occurs. Supreme makes no guarantees.
4. In the event that the buyer informs the buyer that the goods are defective by Supreme, Supreme demands, at its option and at its own expense, that
a) the defective goods are sent to Supreme for repair and then returned;
b) the buyer has the defective goods ready and a Supreme service technician is sent to the buyer to carry out the repair.
5. If the buyer requests that repair work be carried out at a location specified by him, Supreme can comply with this request, whereby replaced parts are not charged, while labor and travel costs are to be paid at Supreme's standard rates.
6. If the improvement fails after a reasonable period, the buyer can choose to either demand a reduction in the price or withdraw from the contract.
7. Liability for normal wear and tear is excluded.
8. Claims against Supreme due to defects are only available to the direct buyer and are not transferable.
• 8 liability
1. Claims for damages are excluded regardless of the type of breach of duty, including tort, unless there is willful or grossly negligent action.
2. In the event of a breach of essential contractual obligations, Supreme is liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profit, saved expenses, claims for damages by third parties and other indirect and consequential damage cannot be made unless a quality feature guaranteed by Supreme is intended to protect the buyer against such damage.
3. The exclusions of liability in paragraphs 1 and 2 do not apply to claims that have arisen due to fraudulent behavior on the part of the seller, as well as liability for guaranteed properties, for claims under the Product Liability Act and damage from injury to life and limb or health.
4. Insofar as the seller's liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents of the seller.
• 9 obligations of the buyer
Unless expressly agreed otherwise, the goods are sold duty unpaid. The buyer insures and warrants that he only dispose of the goods in such a way that customs, VAT and / or other charges are not incurred. He keeps Supreme free from all related duties from customs and other authorities.
• 10 Other agreements and place of jurisdiction
1. The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between Supreme and the buyer. The provisions of the UN sales law do not apply.
2. Insofar as the merchant is a legal entity under public law or a special fund under public law, Pinneberg is exclusively the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.