General Terms and Conditions

General Terms and Conditions for Deliveries by
BestSaller e.K., Owner Peter Saller
Im Martinskirchle 5, 72178 Waldachtal
Version: September 2024

1. Scope

1.1 Our GENERAL TERMS AND CONDITIONS apply exclusively. To the extent these terms do not contain provisions, statutory law shall apply. Any conflicting or additional terms of the contractual partner are rejected. They apply only if we have expressly agreed to them or parts thereof in writing. Our GENERAL TERMS AND CONDITIONS also apply if we perform deliveries without reservation while aware of conflicting or additional terms of the contractual partner.

1.2 Our GENERAL TERMS AND CONDITIONS apply only to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) BGB.

1.3 Our GENERAL TERMS AND CONDITIONS also apply to future transactions with the contractual partner.

2. Conclusion of contract, contract content

2.1 Our offers are non-binding.

2.2 The scope and content, in particular quality characteristics, of the contractual products owed are determined exclusively by our contractual documents. Other product descriptions, public statements, promotions, and advertising do not constitute contractually owed quality specifications.

2.3 After conclusion of the contract, we reserve the right to make the following changes to the contractual products, insofar as this is reasonable for the contractual partner:

• product changes in the course of continuous product development and improvement;
• minor and insignificant deviations in color, form, design, dimensions, weight, or quantity;
• customary trade deviations.

2.4 Liability for damages pursuant to Section 122 BGB requires fault on our part.

3. Prices, payment terms

3.1 Unless otherwise agreed, our prices are in euros ex works/company premises, excluding postage, shipping, and freight. The contractual partner shall bear any unjustified return debit charges. VAT will be charged additionally at the applicable statutory rate.

3.2 Payments must be made free to our payment office within 10 days from invoice date. Invoices are issued as soon as the delivery leaves our company.

3.3 If payment is not made within 10 days from invoice date, the contractual partner is in default without further declaration by us.

3.4 Set-off by the contractual partner is permitted only with undisputed, acknowledged, or legally established counterclaims. The contractual partner may exercise a right of retention only insofar as their counterclaim is based on the same contractual relationship.

4. Delivery period, delivery obstacles beyond our control, delay in delivery

4.1 Stated delivery periods are fixed dates only if expressly designated as such. The contractual partner accepts longer delivery periods if ordered goods are not in stock and we must accept longer delivery periods vis-a-vis our suppliers.

4.2 Compliance with delivery obligations, especially delivery dates, requires timely and proper fulfillment of any cooperation obligations by the contractual partner. The defense of non-performance remains reserved.

4.3 The relevant time for compliance with the delivery period is when the delivery leaves our company.

4.4 Delivery delays not attributable to us:

• 4.4.1 Delivery delays due to force majeure events and delivery obstacles that occur after contract conclusion or become known to us after contract conclusion through no fault of our own are not attributable to us.
• 4.4.2 Claims for damages by the contractual partner are excluded for delivery delays within the meaning of section 4.4.1.
• 4.4.3 In case of a permanent delivery obstacle within the meaning of section 4.4.1, each party is entitled to terminate the contract immediately by withdrawal in accordance with statutory provisions.
• 4.4.4 In case of a temporary delivery obstacle within the meaning of section 4.4.1, we are entitled to postpone deliveries by the duration of the hindrance plus a reasonable restart period.

4.5 We are entitled to make partial deliveries to an extent reasonable for the contractual partner.

5. Delivery, transfer of risk, culpable breach of cooperation obligations

5.1 Except for Euro pallets, we generally do not take back packaging. The contractual partner is obliged to dispose of packaging at their own cost.

5.2 The risk of accidental loss or accidental deterioration passes to the contractual partner as soon as the goods have been handed over to the person or institution designated to perform delivery, but no later than when leaving our company. Deterioration is assumed in particular if proper original packaging is no longer present or the original seal has been removed, such as when opening original battery packaging.

6. Retention of title

6.1 We retain title to the delivery (“reserved products”) until receipt of all payments from the business relationship with the contractual partner. Retention of title also extends to the recognized balance insofar as we post claims against the contractual partner to a current account (current account reservation). In case of breach of contract by the contractual partner, especially default in payment, we are entitled to take back the reserved products. Taking back reserved products constitutes withdrawal from the contract. After taking back the reserved products, we are entitled to realize them; proceeds from realization shall be credited against the liabilities of the contractual partner minus reasonable realization costs.

6.2 The contractual partner is entitled to resell reserved products in the ordinary course of business; however, they hereby assign to us all claims arising from resale against their customers or third parties up to the final invoice amount (including VAT) of our claims. If the contractual partner includes claims from resale of reserved products in a current account relationship with their customer, the current account claim is assigned up to the recognized balance; the same applies to the causal balance in the event of insolvency of the contractual partner. The contractual partner remains authorized to collect assigned claims even after assignment. Our right to collect claims ourselves remains unaffected, subject to insolvency rules; however, we undertake not to collect claims as long as the contractual partner meets contractual obligations, in particular payment obligations, is not in payment default, and no insolvency proceedings have been applied for or payments have not been suspended. Security transfer or pledge is not covered by the contractual partner’s right of resale.

6.3 If our obligation under section 6.2 not to collect claims ourselves ceases, we are entitled, subject to insolvency rules:

• to revoke resale authorization and exercise our right of take-back and realization under section 6.1; and/or
• to revoke collection authorization and require the contractual partner to disclose assigned claims and debtors, provide all information required for collection, hand over relevant documents, and notify debtors (third parties) of assignment.

6.4 In case of damage to or loss of reserved products, as well as change of possession or residence, the contractual partner must notify us immediately in writing. The same applies in case of seizure or other interventions by third parties so that we can bring an action pursuant to Section 771 ZPO. If the third party is unable to reimburse court and out-of-court costs of an action pursuant to Section 771 ZPO, the contractual partner is liable for our resulting loss. If release of reserved products is achieved without litigation, the contractual partner bears all costs.

6.5 The contractual partner is obliged to insure reserved products at their own expense in the ordinary course of business. The contractual partner hereby assigns to us all claims arising from such insurance; we accept this assignment.

7. Rights in case of defects

7.1 The contractual partner is entitled to statutory defect rights unless otherwise provided by law.

7.2 Contractual defect rights of the contractual partner require that they have duly fulfilled their statutory inspection and notification obligations under Section 377 HGB, unless otherwise agreed.

7.3 In case of defects in goods, we are initially entitled, at the contractual partner’s choice, to repair or deliver replacement goods. If supplementary performance fails, the contractual partner may, at their option, reduce the purchase price or withdraw from the contract.

7.4 A period of 12 months from transfer of risk applies to defect rights of the contractual partner, unless a longer period is provided by law.

7.5 All notifications and complaints by the contractual partner must be submitted in writing, by email, or by post.

8. Liability

8.1 Our liability for contractual and statutory claims based on culpable conduct is limited to foreseeable, typically occurring damage. In cases of slight negligence, we are liable only for breach of obligations whose fulfillment is essential to achieving the contractual purpose.

8.2 Liability for injury to life, body, or health remains unaffected.

9. Final provisions

9.1 The law of the Federal Republic of Germany applies. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

9.2 Place of performance for mutual rights and obligations is our company headquarters unless otherwise agreed in writing.

9.3 Place of jurisdiction for all disputes arising out of or in connection with the business relationship is our company headquarters.

9.4 If any provision of these General Terms and Conditions is invalid, the validity of the remaining provisions remains unaffected.

10. Data protection

10.1 We comply with the provisions of the General Data Protection Regulation (GDPR) and other applicable data protection regulations.

10.2 Collected data is used exclusively for contract execution.

10.3 Data is transferred to third parties only with our prior written consent.

10.4 The contractual partner has the right at any time to obtain information about stored data relating to them and to request correction, blocking, or deletion of such data.

11. Amendments and updates

11.1 We reserve the right to amend and update these General Terms and Conditions at any time. Changes will be communicated to the contractual partner in writing. The new terms are deemed accepted if the contractual partner does not object in writing within four weeks after notification of the changes.