General Terms and Conditions

General Terms and Conditions Sandkuhl Promotional Items GmbH

Any deviation from the terms below requires written form to be valid.

1. Our general delivery and payment terms apply to all legal transactions concluded with us, as well as to all follow-up transactions, even if these terms are not referred to again upon conclusion of the contract.

2. Our prices are subject to change and are ex-factory, excluding packaging, which is charged at cost. Return of packaging is excluded.

3. Shipping is at the expense and risk of the recipient. We are not liable for transport delays or damages caused to the packaging; this applies even if free delivery is agreed upon.

4. The buyer's rights in case of material and legal defects (including wrong or partial delivery) are governed by statutory provisions, unless otherwise specified below. In all cases, the statutory special provisions for final delivery of goods to a consumer (supplier recourse according to §§ 478, 479 BGB) remain unaffected. The basis of our warranty is mainly the agreement made regarding the quality of the goods. All product descriptions that are the subject of the individual contract or that we have publicly made known (especially in catalogs or on our website) are considered agreements on the quality of the goods. If the quality is not agreed upon, it is to be judged according to the statutory regulations whether a defect exists or not (§ 434 para. 1 sentence 2 and 3 BGB). We do not assume liability for public statements by the manufacturer or other third parties (e.g., advertising statements). The buyer’s claims for defects are subject to the condition that they have fulfilled their statutory obligations to inspect and notify us of defects (§§ 377, 381 HGB). If a defect is found at delivery, during inspection, or at a later time, we must be notified immediately. If the buyer fails to properly inspect and/or notify us of defects, our liability for the defect that is not reported properly or in time is excluded according to statutory provisions. If the delivered goods are defective, we may initially choose whether to fulfill the warranty by rectifying the defect (repair) or by delivering non-defective goods (replacement delivery). Our right to refuse subsequent performance under statutory conditions remains unaffected. We are entitled to make the owed subsequent performance conditional on the buyer paying the due purchase price. However, the buyer is entitled to withhold a portion of the purchase price proportional to the defect. The buyer must give us the necessary time and opportunity for the owed subsequent performance, in particular to hand over the disputed goods for inspection purposes. In the case of replacement delivery, the buyer must return the defective goods according to the statutory provisions. We bear the costs necessary for the inspection and subsequent performance, especially transport, travel, labor, and material costs, if a defect is actually present. Otherwise, we may demand reimbursement from the buyer for the costs incurred from the unjustified defect removal request (in particular inspection and transport costs), unless the defect was not recognizable for the buyer. If the subsequent performance fails or if a reasonable period for the subsequent performance set by the buyer expires without success or is dispensable according to the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price. However, no right of withdrawal exists in the case of insignificant defects. Claims for damages or compensation for futile expenses also do not exist in the case of defects.

5. The delivery time is individually agreed or specified by us upon acceptance of the order.

If we are unable to meet the delivery times due to reasons beyond our control (unavailability of the performance), we will immediately inform the buyer and provide the expected new delivery time. If the performance is still unavailable within the new delivery time, we are entitled to withdraw from the contract, either partially or entirely; any counter-performance already made by the buyer will be refunded immediately. Unavailability of performance in this sense particularly refers to the untimely self-supply by our supplier, when neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case. Our delivery delay is determined by statutory provisions. In any case, a reminder from the buyer is required. If we are in delay, the buyer can demand a fixed compensation for the delay damage. The flat-rate compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but a maximum of 5% of the delivery value of the delayed goods. We reserve the right to prove that the buyer suffered no damage or only a substantially lower damage than the above flat rate. The buyer's rights according to § 9 of these terms and our statutory rights, especially in cases of exclusion of performance obligation (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

6. We are entitled to withdraw from orders if unfavorable information about the customer is provided after order confirmation or if the customer falls behind with payments for previous deliveries. For new customers, we reserve the right to offer cash on delivery with a 3% discount. Deliveries abroad are made against prepayment with a 3% discount or cash on delivery or irrevocable letter of credit. We are free from our delivery obligation in case of operational disruptions.

7. The goods are delivered under retention of title. They remain our property until full payment of all claims arising from the business relationship with the buyer. The buyer is obliged to immediately inform us of any third-party claims on the goods delivered under retention of title or the assigned claims. Security transfers, security sales, pledges, and any other disposals of the goods delivered under retention of title require our consent. If the customer goes bankrupt, we are entitled to demand from the bankruptcy administrator the assignment of the right to the outstanding counter-performance for the goods further sold by the joint debtor.

8. The buyer's obligation to pay on due dates is not affected by counterclaims. In particular, the buyer is not entitled to offset our claims or exercise a right of retention.

9. If we are commissioned to deliver goods according to drawings, patterns, or models, the customer guarantees that no third-party rights are violated by the production or delivery. The customer shall indemnify us from all third-party claims arising from the violation of third-party rights.

10. In the case of execution sketches, the sketch approved by the customer is solely decisive. We are not liable for incorrect deliveries resulting from unclear instructions. We reserve the right for over- or under-delivery up to 10% of the ordered quantity.

11. Payment for our goods must be made within 30 days from the invoice date net cash or within 10 days from the invoice date with a 2% discount. Each payment is credited to the oldest open invoice. All open invoices, even those that are due later or scheduled for later, become due immediately if the customer is in arrears with the payment of an older invoice by more than 5 days. If checks are accepted, the granted deferral will lapse without further notice if the check is not redeemed. The buyer is in default without reminder or setting of a grace period if payment is not made within 30 days of the invoice date or the net due date indicated on the invoice. In case of exceeding the payment term, default interest is calculated at 8% above the applicable base rate of the European Central Bank.

12. The processing of personal data is carried out in a reasonable, careful, and confidential manner in accordance with applicable national and international laws and regulations, including the General Data Protection Regulation ("GDPR"). This also includes cooperation with affected persons or processing legitimate requests from these persons in accordance with the GDPR. Furthermore, personal data will only be processed in a manner that is compatible with the purposes for which the data was obtained. Data should not be stored or processed longer than necessary. Appropriate technical and organizational measures are taken to ensure that personal data is protected against destruction, loss, or any form of unlawful processing, taking into account the current state of technology and the nature of the processing. If applicable, the customer is obliged, upon request, to immediately agree to a contract set up by Sandkuhl Promotional Items GmbH according to Article 28 GDPR (data processing agreement) regarding the processing of personal data, unless a relevant contract has already been concluded between the parties, which can be considered a contract within the meaning of this provision. Sandkuhl Promotional Items GmbH will inform the customer as soon as possible, in any case without unreasonable delay, about a breach of personal data protection if it concerns personal data obtained from the customer under a contract between the parties or if it involves the customer’s data being processed by Sandkuhl Promotional Items GmbH and/or if it involves data concerning persons affected by this contract.

13. The place of performance for all deliveries is Hilden. The court of jurisdiction is the court responsible for Hilden.

SANDKUHL PROMOTIONAL ITEMS GmbH

As of 01.05.2018