GENERAL TERMS AND CONDITIONS

I. Validity of these Conditions

The deliveries and services of our area of business Office Supplies take place on the basis of these Condititions of Delivery and Payment for all current and future business relationships.

In the sense of these Terms and Conditions, consumers are natural persons whom we start a business relationship with without their being assigned a commercial or self-employed professional activity.

In the sense of these Terms and Conditions, entrepreneurs are natural or juristic persons or private companies vested with legal capacity whom we start a business relationship with, who are acting in practice of a commercial or self-employed professional activity.

In the sense of these Terms and Conditions, orderers are consumers as well as entrepreneurs.

Diverging, opposing or complementary General Terms and Conditions are not part of the contract, even if acknowledged, unless their validity is expressly approved of in writing.

II. Conclusion of Contract, Prices

Our quotation of prices (especially in catalogues and on our website on the internet) is without commitment.

We deliver exclusively to the end user. By ordering the goods, the orderer bindingly declares he wants to purchase the goods and that he is not a commercial reseller of office supplies.

The delivery contract comes about only through the express acceptance of the order or the start of the contract execution by us.

Should the acceptance or delivery occur at other prices than those stated, this will contain a new offer. Should the ordering entrepreneur remain silent concerning this offer or accept the goods without reservation, the offer will be considered as accepted.

It is another case, if the divergence from the stated prices is so considerable that we cannot count on a silent acceptance of the offer. Should there be a time period of more than four months between the conclusion of contract (by express declaration of acceptance) and the delivery of the ordered goods, the price of the date of delivery will be valid, if the price increase is reasonable for the orderer while considering both parties’ interests, if we are not accountable for it (miscalculation) and are able to justify it.

Yet the orderer is entitled to a right of withdrawal, if the price increase not insubstantially exceeds the increase in general living expenses in the period between order and delivery.

If the entrepreneur orders the goods and there is a period of more than four months between the conclusion of contract and the agreed delivery date, we are entitled to accordingly adjust the agreed price in the case of changes in our purchase prices and/or our payroll.

If the consumer orders the goods electronically, we will confirm the order entry without delay. Yet the entry confirmation does not represent a binding acceptance of the order. The entry confirmation may be connected with the acceptance declaration.

The contract text is stored by us and sent to the customer via e-mail together with the General Terms and Conditions at hand upon request.

The conclusion of contract occurs under reserve of the correct and timely supply to ourselves by our suppliers. This is only effective in the case that we are not accountable for the non-delivery, especially at the conclusion of a congruent hedging transaction with our supplier.

The orderer will be informed about the non-availability of the service without delay. The return service will be refunded immediately.

We are entitled to cancel the contract, if we find out that the orderer is a commercial reseller of office supplies before delivering the goods.

III. Delivery, Passing of Risk

Delivery will be free home above an order value of 49,95 E. Otherwise, we will charge 4.95

E flat plus VAT for the shipping costs.

The risk of accidental perishing or accidental deterioration of the goods passes to the buyer with the handover of the goods.

This also applies in the case of a contract of sale involving the carriage of goods, if we transport the goods ourselves or have them transported, even if we have adopted the shipment at our own expense or have taken over the delivery ourselves.

If a buyer is behind schedule with the acceptance, this is equal to a handover.

If the shipment is delayed due to reasons lying within the orderer’s person, the risk will already pass over to the orderer at the notification of the readiness for shipment of the ordered goods. The consumer’s entitlement to cancellation remains untouched by this.

The agreed delivery time starts at the conclusion of contract but not before the arrival of the entire possibly to be submitted documents by the orderer as well as the agreed advance payments. The delivery time counts as complied with, if the ordered goods have left our factory by expiration of the delivery time or the orderer has been notified of the readiness for

shipment, if delivery is not possible due to reasons lying within the orderer’s person.

The delivery time is prolonged reasonably in cases of force majeure as well as at the occurrence of unexpected extraordinary events, especially also in the case of incorrect and/or delayed delivery to ourselves, as long as we are not accountable for these events and we were not able to avert them in spite of the reasonable care according to the circumstances of each case and they influence the fulfillment of the contract within the time limit. If the delivery time gets prolonged unreasonably due to such circumstances, the orderer will be entitled to cancel the contract or, should the customer be interested in a partial delivery, the non-fulfilled part of the contract after expiry of a reasonable extension of time to be determined by him.

If we fall behind with the delivery, the orderer will be entitled to cancel the contract or, if the orderer is interested in a partial delivery, the non-fulfilled part of the contract after determining a reasonable extension of time with the threat to refuse acceptance and an effectless expiry of the time limit. Further claims of the orderer – especially claims for damages due to non-fulfillment or delay – are excluded, unless otherwise determined at fig. VII. in the following.

Delivery before expiry of the delivery time and partial deliveries are permitted, unless opposing interests of the orderer are thus unreasonably interfered with.

IV. Payment

Our invoices are payable net within 14 days of invoice date, unless stated or agreed otherwise.

Outstanding debts entitle us to make further deliveries dependent on the complete settling of the outstanding debt. In addition, we are entitled to refuse our service, if we objectively have to fear not receiving the orderer’s return service completely or in time due to a circumstance occurred after the conclusion of contract, unless the orderer effects the return service or provides sufficient security. Furthermore, we are entitled to pronounce all outstanding debts immediately due in this case.

If the orderer is an entrepreneur, we are entitled to demand due date interests in the amount of 5 % above the respective base interest rate.

The summation with counterclaims of the orderer which are disputed, not legally bindingly determined and not ready for decision is excluded.

If the orderer is an entrepreneur, his notice of defect will influence neither his duty of payment nor the due date. The entrepreneur herewith relinquishes the practice of his right to refuse performance resp. right of retention, unless we resp. our legal representatives or assistants commit gross violations of contract or the entrepreneur’s counterclaims, which the right to refuse performance resp. right of retention are based on, are undisputed, legally bindingly determined or ready for decision.

The orderer can only execute a right of retention, if his counterclaim is based on the same contractual relationship.

V. Reservation of Title

In the case of contracts with consumers, we reserve our ownership of the goods until the purchase price has been fully paid.

In the case of contracts with entrepreneurs, we reserve our ownership of the goods up to the settlement of all outstanding debts from a current business relationship, including those from cheques and bills of exchange as well as possible recovery claims based on cheques from effected cheque or bill of exchange payments on account of performance. In the case of payments in the so-called cheque procedure, we reserve our ownership of the delivery item until the recovery risk resulting from the bills of exchange put at our disposition has expired.  The orderer may sell or rent out the delivery items in an orderly course of business subject to the following paragraph 4, as long as he ensures the prolonged reservation of title (assignment of claim according to the following paragraph 4). Ulterior dispositions, especially pledging, renting out or transfer by way of security are not permitted.

The orderer herewith cedes the actual claims or those to still arise resulting from the sale or renting out to us; we hereby accept the cession.

In the case of contracts with entrepreneurs, the orderer is only entitled to collect the ceded claims in an orderly course of business and only revocably. The cancellation may only take place, if the orderer has not complied with the terms of payment valid for the business relationship. In this case, the orderer has to notify the debtor of the cession at our request; we are equally entitled to disclose the prolonged reservation of title to the orderer’s customer. The orderer is committed to disclose his customer’s name resp. company and his address to us in case of a cancellation of the direct debit authorisation.

The orderer’s authorisation to have the goods subject to retention of title at his command as well as for renting out, furthermore to collect the ceded claims, expires without need of an express cancellation in case of his inability to pay, cessation of payment, insolvency application by the orderer or determination of his debt overload.

In these cases, we are authorised to take the goods subject to retention of title into our possession without determining an extension of time or a declaration of recession. The orderer is committed to immediate delivery. According to § 449 II BGB, the enforcement of the retention of title counts as a cancellation of contract.

The orderer is committed to immediately disclose the name resp. company of the debtor of the ceded claim to us. Under the mentioned conditions, we are entitled to disclose the prolonged reservation of title to the orderer’s customer.

If the value of the securities given to us exceeds the secured claims by more than 10 % in total, we will be committed to liberate the exceeding securities of our choice on request of the orderer. The orderer must inform us immediately of upcoming or executed accesses of third parties to the goods subject to retention or the ceded claims and hand over the documents needed for an intervention to us. Intervention costs, including possible legal costs, will be at the expense of the orderer in the internal relationship between us and the orderer.

VI. Warranty

If the buyer is an entrepreneur, we will initially pay damages and warrant for the good’s defects by rectification or replacement at our choice.

If the buyer is a consumer, he initially has the choice between rectification or replacement as a supplementary performance. Yet we are entitled to reject the type of supplementary performance chosen, if it is only possible at unreasonable costs and the other type of supplementary performance represents no considerable disadvantage for the consumer.

If the supplementary performance fails, the orderer can, in principle, demand reduction of payment (reduction) or cancellation of the contract (cancellation) at his choice. Yet in the case of a minor infringement of the contract, especially in the case of minor defects, the orderer is not entitled to right of withdrawal.

Entrepreneurs have to notify us in writing of obvious defects within a period of two weeks from the reception of the goods; otherwise the enforcement of the warranty claim is excluded. To meet the deadline, timely mailing shall suffice. The entire burden of proof for all claim requirements is on the entrepreneur, especially for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.

Consumers have to notify us in writing of obvious defects within a period of two months from the time of detection of the good’s condition contrary to contract. The arrival of the notification with us is decisive for the meeting of the deadline. If the consumer omits this notification, the warranty rights will expire two months after his detection of the defect. This does not apply in the case of fraudulent intent by the vendor. The burden of proof for the point of time of the defect detection is on the consumer. If the consumer was led to the purchase of the item through incorrect producer statements, the burden of proof for his purchase decision is on him. In the case of used goods, the burden of proof for the defectiveness of the good is on the consumer.

If the orderer selects cancellation of the contract after failed supplementary performance due to a defect of title or material defect, he has no additional claim for damages due to the defect.

If the orderer wants compensation for damages after failed supplementary performance, the goods will remain with the orderer, should this be reasonable for him. The compensation for damages is limited to the difference between the purchase price and the value of the defective item. This does not apply, if we have caused the contract violation fraudulently.

The warranty period for entrepreneurs is one year from delivery of the goods. The limitation period for consumers is two years from delivery of the goods. The limitation period for used items is one year from delivery of the goods. This does not apply, if the orderer did not notify us of the defect in time (fig. 4 of this regulation).

If the buyer is an entrepreneur, basically only the producer’s product description counts as agreed for the properties and condition of the goods. Yet public statements, promoting or advertising by the producer do not represent an additional contractual specification of the properties and condition of the goods.

If the orderer receives defective assembly instructions, we are only committed to deliver assembly instructions free of defects and even this only in case the defect of the assembly instructions is opposed to an orderly assembly.

The orderer receives no warranties in a legal sense from us. Vendor warranties remain unaffected by this.

The orderer has to send us the defective delivery item for rectification or replacement at his own risk, unless the return shipment is not possible in the same way as the delivery. Replaced delivery items or parts of them pass to our property resp. remain in our property.

VII. Liability

In the case of minor violations of obligation, our liability is limited to the average damage, which is predictable, contractually typical and direct according to the type of good. This also applies in the case of minor violations of obligation of our legal representatives or assistants.

We are not liable towards entrepreneurs in the case of minorly negligent violations of insignificant contractual duties.

The preceding liability limitations do not apply to claims of the orderer from product liability. Furthermore, the liability limitations do not apply in the case of physical injury or damages to health, attributable to us, or in the case of the loss of life of the orderer.

Claims for damages from the orderer due to a defect prescribe one year after delivery of the goods. This does not apply, if we are accusable of fraudulent intent.

VIII. Copyright and other Property Rights

All contents of  our catalogue and our website, including the Online Ordering System are subject to the protection of copyright resp. other property rights. They may not be reproduced, distributed or made accessible to the public without our prior written consent.

IX. Transferability

The orderer is not authorised to cede or transfer claims addressed at us or rights from the business relationship to third parties without our consent. This also applies to claims or rights which have arisen directly by act of law.

X. Final Provisions

The law of the Federal Republic of Germany shall apply. The regulations of the Uniform Law on the International Sale of Goods (CISG) shall not apply.

If the orderer is a merchant, a corporate body under public law or special assets under public law, the exclusive legal venue for all disputes resulting from this contract shall be our business location. This also applies, if the orderer has no general legal venue in Germany or his address or main residence are unknown at the time of commencement of a suit.

Should single regulations of this contract with the orderer, including these General Terms and Conditions, be or become totally or partially ineffective, this shall not affect the validity of the other regulations. The totally or partially ineffective regulation is to be replaced by a regulation, which shall come as close as possible to the ineffective one concerning its economic success.