General Terms and Conditions of Sale and Delivery (GTSD) - Version 04/2024
1. GENERAL PROVISION – SCOPE OF APPLICATION
1.1 Our deliveries and services are provided solely in accordance with the following General Terms of Sale and Delivery (GTSD). Any terms and conditions of the Buyer that conflict with or deviate from these GTSD shall not be recognised unless they have been expressly accepted by us in writing. These GTSD shall also apply if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer’s terms and conditions conflict with or deviate from these GTSD.
1.2 These GTSD shall also apply to all future transactions with the Buyer as a framework agreement without need for us to refer to them again.
1.3 These GTSD only apply to entrepreneurs within the meaning of Section 310 (1) sentence 1 German Civil Code (BGB).
2. OFFER – CONCLUSION OF CONTRACT
Our offers are non-binding. Each order only becomes binding once we have issued a declaration of acceptance, and solely in accordance with the content of that declaration.
3. PRICES – TERMS OF PAYMENT
3.1 Unless otherwise stated in an order confirmation or contract, the following prices shall apply to deliveries:
- from a net invoice value of €150.00 or more within the EU: free delivery;
- for a net invoice value less than €150.00 within the EU we charge proportional delivery costs according to the current price list;
- for deliveries to other countries outside the EU, we calculate the delivery costs individually;
- for deliveries to wholesale distribution partners outside Germany, the sale is on an ‘ex works’ basis.
In cases of cash on delivery, the Buyer is obliged to pay the applicable cash on delivery charge without deduction, irrespective of the value of the goods.
3.2 Statutory value added tax is not included in our prices. Instead, the applicable statutory amount is added and declared separately on the date of issue of the invoice.
3.3 Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. If payment is made within 10 days of the invoice date, we grant a 2% discount for self-payers. Alternatively, we allow a 3% discount for payment by direct debit or bank collection. Discounts are only granted where we have no other payables due from the Buyer at the time of the payment.
3.4 The Buyer shall only have rights of set-off if its counterclaims are established as being legally valid, are undisputed or are recognised by us. The same applies to the exercise of a right of retention. Furthermore, the Buyer shall only be entitled to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship. 3.5 Any granting of discounts shall be made in accordance with a separate agreement between us and the Buyer, which shall in each case relate to the current calendar year and require a new agreement each year.
4. DELIVERY TIME
4.1 Delivery times/dates for deliveries and services (delivery periods) promised by us are always only approximate, unless a fixed delivery period has been expressly promised or agreed.
4.2 Cases of force majeure – in particular operational disruptions, delays in the delivery of essential raw, auxiliary or operating materials, pandemics, strikes and lockouts, incorrect or untimely deliveries by suppliers despite a concluded congruent hedging transaction – suspend the contractual obligations of the parties for the duration of the disruption and to the extent of its effect. If the force majeure becomes a permanent obstacle to performance, both parties shall be entitled to withdraw from the contract. Such a permanent obstacle to performance is normally considered to occur where the force majeure persists for a period of 6 weeks.
4.3 Delivery periods shall be automatically extended to a reasonable extent where the Buyer fails to fulfil his contractual duties to cooperate or other obligations, for example the obligation to provide clarification of all technical questions, in good time.
4.4 If the Buyer is in default of acceptance or is culpably in breach of other cooperation obligations, we shall be entitled to claim for the damage incurred, including any additional expenses. In such cases the risk of accidental loss or accidental deterioration of the delivery object is transferred to the Buyer at the time at which he enters into default of acceptance.
4.5 We shall be entitled to make partial deliveries to a reasonable extent. The Buyer may only refuse to accept partial deliveries if a partial delivery is justifiably not in his interest.
5. TRANSFER OF RISK
5.1 The place of fulfilment shall be our place of business. Unless otherwise stated in the order confirmation, we shall ship the goods to the destination specified by the Buyer. The risk of accidental loss and accidental deterioration of the goods passes to the Buyer when the goods are handed over to the forwarding agent, carrier or other person designated to carry out the shipment.
5.2 If the Buyer requests this prior to shipment, we shall instruct the carrier to take out standard transport insurance. The costs incurred thereby shall be borne by the Buyer.
6. RESERVATION OF TITLE
6.1 Goods are delivered subject to retention of title until final payment is received of all claims arising from the respective contractual relationship and additionally of all our other claims existing at the time of conclusion of the contract (‘secured claims’). This also includes all ancillary claims, e.g. financing costs and interest.
6.2 The goods delivered by us remain our property until full payment of all secured claims is received. These goods are hereinafter referred to as ‘reserved goods’.
6.3 The Buyer is obliged to store the reserved goods properly and free of charge and to treat them with care; in particular, he is obliged to insure them adequately at his own expense against fire, water and theft at their nominal value.
6.4 The Buyer may not pledge reserved goods or assign them as security. If an application is made for the opening of insolvency proceedings against the assets of the Buyer or attempts are made by third parties to access the reserved goods (in particular by way of seizure), the Buyer must notify the third parties of our ownership without delay and inform us thereof without delay. The Buyer bears all the costs incurred in cancelling such seizure and the recovery of the delivery object, where they cannot be collected by third parties.
6.5 The Buyer is entitled to resell the reserved goods in the ordinary course of business. He assigns his claims which accrue to him from the resale against his customer or third parties to us already now. We hereby accept this assignment. The Buyer also remains entitled to collect these claims after the assignment. This does not affect our authority to collect the claims ourselves. We undertake not to collect the claims ourselves as long as the Buyer meets his payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
6.6 If the Buyer does not meet his payment obligations or is in default of payment, if an application for the opening of insolvency proceedings has been filed or if there is a cessation of payments, we may revoke his authorisation to collect and demand that the Buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment.
6.7 If the Buyer so requests, we shall release the reserved goods insofar as their estimated value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released is up to us.
7. LIABILITY FOR DEFECTS
7.1 All liability for defects requires that the Buyer has properly met his obligation to examine the goods and give notice of defects pursuant to Section 377 Commercial Code (HGB).
7.2 Insofar as there is a defect in the delivery item at the time of the transfer of risk, we shall be obliged, at our discretion, to remedy the defect or to deliver a new delivery item. If the defect is remedied, we are obliged to bear all costs necessary for the purpose of remedying the defect, in particular transport, routing, work and material costs, provided that these costs are not increased by the delivery object having been transferred to a location other than the delivery location.
7.3 If the remedy of the defect or the delivery of a new delivery item ultimately fails, the Buyer shall be entitled to withdraw from the contract at his discretion. As a rule, the Buyer can reasonably be expected to make at least two attempts to remedy the defect. Withdrawal is excluded where there are insignificant breaches of obligations. A reduction in purchase price is excluded.
7.4 Claims for defects shall generally become statute-barred after one year. The above limitation shall not apply where we are liable for a defect due to gross negligence or intent.
7.5 The limitation period for claims for defects begins with the delivery of the delivery item.
8. OTHER LIABILITY
8.1 Unless otherwise stated in these GTSDs we shall be liable for a breach of contractual and non-c ontractual obligations in accordance with the statutory provisions.
8.2 We shall be liable – irrespective of the legal grounds – without limitation for damages for losses caused by an intentional or grossly negligent breach of duty by us or by one of our legal representatives or vicarious agents.
8.3 In case of a merely simple or slightly negligent breach of duty by us or one of our legal representatives or vicarious agents, we shall only be liable for (a) – unlimited – for damages based thereon arising from injury to life, limb or health; (b) for damages arising from the breach of material contractual obligations. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Buyer regularly relies and can rely. In these cases, however, our liability is limited to the amount of the damage typical for the contract and foreseeable at the time of conclusion of the contract.
8.4 The limitations of liability in section 8.3 do not apply if we have fraudulently concealed a defect or have given a guarantee of quality. Furthermore, any mandatory statutory liability shall remain unaffected.
8.5 Insofar as our liability is excluded or limited, this shall also apply to any personal liability of our executive bodies, legal representatives, employees, staff or vicarious agents.
9. RESALE
9.1 Our hair and body care products intended for resale or for in-house use by a hairdressing salon (‘salon-exclusive sales items’) and those intended exclusively for in-house commercial use by a hairdressing salon (‘cabinet items’) are sold solely to hairdressing salons and to such wholesalers that exclusively supply hairdressing salons with these products. Wholesalers are expressly prohibited from making the above-mentioned items available to buyers other than hairdressing salons. Salon-exclusive sales items may only be offered by hairdressing salons in quantities that are normal for retail purposes and only to private end users. Cabinet items that for reasons of product safety are only suitable for commercial use may not be supplied commercially to private end users, but rather are intended for use in the hairdressing salon. Products of this type are labelled ‘For commercial use only’ on the folding box or container. Wholesalers undertake to oblige their customers in accordance with the above regulations.
9.2 Salon-exclusive sales items may only be offered to end users within the purchasing hairdressing salon itself or via a home page of that purchasing hairdressing salon and/or of the salon group (chain) to which it belongs. The home page must be clearly identifiable as the home page of a hairdressing salon. The home page may not bear the name or logo of a third party, in particular an internet retail platform. Sales via the home pages of third parties or internet retail platforms (e.g. eBay, Amazon, Yatego) are expressly prohibited.
10. VOLUNTARY RIGHT OF RETURN
10.1 Irrespective of any statutory rights of return, we grant Buyers the right to return ‘Glynt’ and ‘Graham Hill’ brand products for credit within one year of receiving the goods, provided they are unopened, clean and resalable. In particular, the products must not carry any stickers or price markings of the Buyer.
10.2 The costs of return shipment shall be borne by the Buyer. The return shipment is at the risk of the Buyer.
10.3 In the case of return orders initiated by us, we will charge the Buyer €16 per return package.
11. OBTAINING CREDIT INFORMATION
We regularly check the creditworthiness of Buyers when concluding contracts, and in certain cases where there is a legitimate interest, also of existing customersThe credit agency we work with is Creditreform Boniversum GmbH, Hellersbergstr. 11, 41460 Neuss. For credit checking purposes we transmit the name and contact details of the ordering party to Creditreform Boniversum GmbH. The data protection declaration of Creditreform Boniversum GmbH can be viewed at https://www.boniversum.de/eu-dsgvo/informationen-nach-eu-dsgvo-fuer-verbraucher.
12. PLACE OF JURISDICTION – CHOICE OF LAW – SEVERABILITY CLAUSE
12.1 The place of jurisdiction for all disputes arising from the contractual relationship or in connection therewith between us and the Buyer is our place of business. However, we are also entitled to sue the Buyer at his place of business.
12.2 The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.3 If individual provisions of these GTSD or a provision within the framework of other agreements are or become invalid in whole or in part, this shall not affect the validity of all other provisions or agreements.