Terms and Conditions

Terms of Service

1. General

By placing an order, our terms of sale and delivery apply exclusively. This also applies to future business, even if no further reference is made to the general terms and conditions in the future.

Purchasing conditions and other general terms and conditions (GTC) of the buyer that deviate from our sales and delivery conditions will in no case become part of the contract unless we have expressly agreed to them in writing.

Our terms and conditions shall apply even if we are aware of any terms and conditions of the buyer that contradict or deviate from our terms and conditions and otherwise carry out delivery to the buyer .

2. Offer and conclusion of contract

Our offers are non-committal and non-binding.

Orders, price agreements and all other subsidiary agreements only become binding for us after written confirmation or by issuing an invoice.

The general use of a new price list overrides all previous price lists and offers.

If delivery is to take place more than 3 months after the conclusion of the contract, we are entitled to price increases in the ratio in which the price increase was made for our upstream suppliers, unexpected increases in wages and transport costs, currency fluctuations for products or product parts sourced from abroad , We are entitled to adjust the order quantities to our packaging units, which are specified in the currently valid price lists. Special agreements with our sales representatives are only binding if we have confirmed all of them in writing. An order can only be canceled within 14 days of receipt of the order confirmation by the customer. 

3. Delivery and delivery time
The scope of the delivery obligation results from our written order confirmation. The rebuttable presumption of completeness and correctness applies. Delivery obligations entered into are subject to self-delivery. Delivery periods begin with the sending of the order confirmation, but not before receipt of a possibly agreed down payment. The delivery period is deemed to have been met if the purchased item has left the delivery warehouse before expiry or, in the case of self-collectors, the readiness for dispatch has been communicated. The delivery period is extended in circumstances for which we are not responsible until the obstacle is removed. The circumstances for which we are not responsible include, in particular, measures in the context of industrial disputes and acts of God regarding our company or the companies of our suppliers. The buyer's obligation to accept delivery remains unaffected if the delivery period is exceeded, unless the buyer has effectively withdrawn from the purchase contract. Unless otherwise agreed, information on weight, quantity, dimensions and quality is only approximate. Deviations within the scope of normal trade are permissible and do not entitle the buyer to assert warranty claims. 

4. Transfer of risk and acceptance
The risk is transferred to the buyer at the latest when the object of sale is dispatched. This also applies if only partial deliveries are made or if we have other performance obligations, e.g. B. have paid the shipping costs or the delivery. At the request of the buyer, we will insure the shipment against theft, breakage, transport, fire and water damage and other insurable risks at his expense. If the shipment is delayed due to circumstances for which the buyer is responsible, the risk passes to the buyer from the day of readiness for shipment. In this case, we are entitled to demand 3% of the invoice amount from the buyer for each month or part thereof, starting one month after notification of readiness for dispatch. Objects to be delivered are to be accepted by the buyer, even if they have minor defects, without prejudice to any existing warranty rights. Notices of defects are to be raised immediately, but at the latest within eight days of receipt of the goods. Partial deliveries are permitted. 

5. Prices, payment, shipping costs
All prices are ex warehouse.  

If the delivery is to take place more than 3 months after conclusion of the contract, we are entitled to price increases in the ratio in which the price increase was made for our upstream suppliers, unexpected increases in wages and transport costs, currency fluctuations for products or product parts sourced from abroad , Domestic: Up to a net value of € 500.00, the freight costs amount to € 8.85 net per package. For deliveries with a net value of more than € 500.00, delivery is free of charge to the receiving station. For an order, the minimum order value for follow-up orders is € 150.00 net. The minimum delivery value is € 100.00. In the case of partial deliveries, we are entitled to proportionately invoice the value of the delivered parts in accordance with the ratio to the value of the entire order, even if this has not been agreed separately. Payments must be made free of charge and are due upon receipt of the invoice, unless otherwise agreed. Payment instructions, checks and bills of exchange are only accepted after special agreement and only on account of performance, this taking into account all collection and discount charges. For buyers unknown to us, we are entitled to deliver only against cash on delivery or advance payment. We also reserve this right in the event that we become aware of economic changes at the buyer. Abroad: The minimum order value is € 500 net. The minimum purchase quantity per article is one full box. Deliveries are made carriage paid up to the German border from a net value of € 1000.00. When placing an order, but at the latest upon receipt of the order confirmation, a 30% down payment is to be made. The remaining payment of 70% must be paid before delivery. The delivery takes place one working day after the irrevocable receipt of money in one of our business accounts. Only bank transfer payments are accepted. Payments by check are not accepted. 

6. Delay in payment
If the buyer is in arrears with payments, the amount in arrears is subject to interest at 12% per annum, without prejudice to the assertion of further rights. We reserve the right to prove higher interest damage by us or lower interest damage by the buyer. If partial payments have been agreed, the entire remaining debt, regardless of the due date of any bills of exchange, is due for payment immediately if the buyer falls behind at a rate of more than 14 days or insolvency proceedings are opened for his assets or if none of the costs of the proceedings is not opened or the insolvency proceedings are opened or a third bankruptcy application is filed and this application is not withdrawn or rejected within a month. 

7. Offsetting and right of retention
The buyer can only offset against our claims if his counterclaims are not disputed by us or if there is a legally binding title. The buyer can only assert a right of retention insofar as it is based on claims from the underlying purchase contract. 

8. Retention of title
The purchased item remains our property until full payment has been made. A current account reservation is agreed. As long as our ownership of the purchased item exists, the buyer must insure it against loss and impairment, against the risk of fire, theft and transport, and against water damage. The buyer hereby assigns his claims from these insurance contracts to us, we accept this assignment. The buyer is liable to us for any kind of impairment suffered by the purchased item. The retention of title also extends to the products resulting from the processing, mixing or blending of our goods at their full value, whereby we are considered the manufacturer. If processing, mixing or blending with third-party goods remains with their property rights, we acquire co-ownership in the ratio of the invoice value of these processed goods. The buyer assigns the claims against third parties resulting from the resale to us up to the amount of our possible co-ownership share as security. He is authorized to collect these for our invoices until revocation or the termination of his payments to us. The buyer is only authorized to assign this claim insofar as this must be permitted under Section 354 a HGB. Any access by third parties to the goods and claims belonging to us must be notified to us in writing by the buyer.  

The goods and, if applicable, the claims taking their place may not be pledged to third parties or transferred or assigned as security before our claims have been paid in full.

If the value of the collateral exceeds our claims by more than

20%, we will release collateral of our choice at the request of the buyer.

If the goods are taken back in the exercise of the retention of title, we charge a flat rate of 15% of the invoice value. However, the buyer reserves the right to prove that no damage has occurred or that it has only occurred to a significantly lower extent.

9. Defects

The
§§ 377, 378 HGB are decisive for the obligation to immediately report defects .

In any case, a complaint is delayed and therefore irrelevant if it is not made within eight days of receipt of the goods and the defect is obvious.

Not obvious defects are to be reported immediately after discovery.

If there is a defect, we can repair or deliver new at our option. The buyer is only entitled to withdraw from the contract if the rectification or new delivery fails.

Returns of received deliveries are only accepted after consultation and the express consent of the supplier. The receipt of returns, the consent of which the supplier has not expressly given, will not be accepted.

The warranty period for material defects is one year if items brought in are sold.

We exclude further liability insofar as the damage is not based on a grossly negligent or willful breach of duty by us or our vicarious agents. This exclusion of liability excludes claims based on an intentional or negligent breach of duty by us or our vicarious agents and which result in injury to life, limb or health.

10. Place of performance and place of jurisdiction

Place of performance and place of jurisdiction is the registered office of Sperling Importe GmbH, currently Lüneburg, unless this is contrary to mandatory legal regulations.

However, we are entitled to deviate from our claims at other legal jurisdictions, in particular at the buyer's registered office.

The law of the Federal Republic of Germany.

The UN Convention on Contracts for the International Sale of Goods (CISG) applies to cross-border contractual relationships.

Sperling Importe GmbH

Bei der Pferdehütte 24

21339 Lüneburg as of April 2014