General Terms and Conditions of eco united GmbH
For the sale and delivery of eco united GmbH products, these terms and conditions are an integral part of the contract. Confirmations by the customer with reference to their own general terms and conditions are hereby rejected. Other general terms and conditions or changes to the delivery and payment conditions of eco united GmbH shall not become part of the contract through silence or delivery, but only through written confirmation. In case of doubt, eco united GmbH does not intend to change the terms of delivery and payment.
Offers and prices:
The offers of eco united GmbH are subject to confirmation. Orders placed by customers will only be accepted by written confirmation or by delivery of the goods.
The prices are based on a concrete, company-specific offer. If there is no special agreement, they shall refer to the price list valid on the day of delivery. The agreed prices are subject to change. We reserve the right to make changes.
Transfer of risk:
The risk passes to the customer when the goods are handed over. A) In the case of delivery by vehicles driven on behalf of eco united GmbH with the handover at the place of destination. B) In case of collection by the customer or vehicles driving on his behalf, when the goods have left the warehouse of eco united GmbH. If the handover is delayed for reasons for which eco united GmbH is not responsible or due to the behaviour of the customer, the risk shall pass to the customer when eco united GmbH notifies the customer that the goods are ready for handover.
Default of acceptance:
If the customer is in default of acceptance, eco united GmbH may withdraw from the contract and claim damages after setting a grace period of a maximum of 14 days. If acceptance is delayed, the customer may be charged a higher daily price. eco united GmbH may charge a lump sum of 5% of the lost net turnover as damages without proof. Further claims for damages remain unaffected.
Delivery and force majeure:
Notwithstanding all efforts to meet delivery dates, promises of delivery dates are non-binding. In the event of force majeure or any other impairment of its delivery options through no fault of eco united GmbH’s own, eco united GmbH shall be released from its obligation to deliver without any obligation to pay damages. If necessary, the delivery period shall be extended by the duration of the hindrance. Cases of force majeure include strikes, lockouts, fire, export and import bans as well as shipment or transport hindrances, operational disruptions and delays in the delivery of goods by suppliers. The customer will be informed immediately of the occurrence and the expected duration of the hindrance. If the hindrance lasts longer than 30 days after expiry of the contractual delivery date, both parties to the contract have the right to withdraw from the contract within the following 7 working days by written declaration. If deadlines are not met or if delivery is impossible, the customer can only assert claims for damages if there is a delay or impossibility and eco united GmbH or its vicarious agents can be accused of gross negligence. eco united GmbH is entitled to make partial deliveries.
Official measures taken after conclusion of the contract (e.g. in the field of taxes, customs duties, other border duties, transport tariffs, motorway tolls, food law and the like) result in a compensation claim by the parties concerned.
Warranty and liability:
The customer has the right to reduction or replacement delivery in the case of justified notices of defects. No conversion is possible. The right to replacement delivery is only given if the goods are returned in the shipping container offered.
Complaints about the goods must be made in writing to eco united GmbH within three working days of delivery. If the goods have defects that could not be detected by the customer without the involvement of an expert (hidden defect), the customer retains the above warranty rights if he immediately consults an expert and within three business days after the detection of the defect he causes eco united GmbH to receive the notice of defect.
Notification of defects shall be excluded under all circumstances after the start of processing or after re-dispatch from the original destination.
Claims for damages by the customer are excluded. Therefore, eco united GmbH shall not be liable for damages which have not occurred to the delivery item itself; in particular, eco united GmbH shall not be liable for lost profits and other financial losses of the customer. The exclusion of liability does not apply in the event of intentional or grossly negligent action, for claims arising from a guarantee, in the event of injury to life, limb or health, for claims pursuant to §§1,4 of the Product Liability Act (Produkthaftungsgesetz) and for the slightly negligent breach of material contractual obligations. In the event of a slightly negligent breach of essential contractual obligations, however, liability shall be limited to compensation for the typical damage foreseeable at the time the contract was concluded. The same applies to grossly negligent actions of simple vicarious agents.
Insofar as the liability of eco united GmbH is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of eco united GmbH.
If damage occurs to the customer or third parties due to a product defect, the customer is obliged to inform eco united GmbH immediately and to secure the defective product as far as possible for the purpose of securing evidence. The customer shall support measures taken by the supplier to determine the cause and extent of the damage as well as to reduce the damage.
eco united GmbH accepts no liability for defects and damage caused by improper handling and storage by the customer.
All warranty claims of the customer according to §437 BGB (German Civil Code) expire within one year after delivery of the goods or after expiration of the best-before date.
§§ 478, 479 BGB remain unaffected.
Terms of payment:
Unless otherwise agreed, payment of the purchase price (agreed remuneration plus the respective statutory value added tax) shall be made immediately upon receipt of the invoice without deduction in cash or by transfer/bank collection. eco united GmbH reserves the right to accept bills of acceptance and customer bills of exchange for each individual case. Bills of exchange, cheques and bank debits shall not be deemed payment until they have been cashed and credited to the bank account of eco united GmbH. Discount charges and other costs shall be borne by the customer. The customer shall only be entitled to offset if his counterclaim is undisputed or has been legally established. He is not permitted to exercise a right of retention from earlier or other transactions of the current business relationship.
Default of payment:
Payments shall pay off the oldest debt. In the event of default in payment, default interest of 8% above the respective base interest rate may be charged. If eco united GmbH can prove a higher damage caused by default, it shall be entitled to demand this. If the customer has suspended payments or if facts exist which essentially resemble a suspension of payments or in the event of impending insolvency of the customer, all claims against the customer shall become due immediately. eco united GmbH is entitled to demand advance payments for further deliveries. If the advance payment is not made, eco united GmbH has the right to withdraw from the contract or to assert an extraordinary right of termination if the buyer does not provide security within a period to be determined by us.
Reservation of title:
The goods shall remain the property of eco united GmbH (reserved goods) until full payment of all claims of eco united GmbH against the customer arising from the mutual business relationship, including conditional or future claims. In the case of a current account, the retention of title shall serve as security for the respective balance claim of eco united GmbH.
The customer is only permitted to process, process, mix or sell goods subject to retention of title on condition that he keeps detailed records of the respective whereabouts of the goods subject to retention of title in terms of quantity and value. In the event of default, he shall be obliged to provide eco united GmbH with appropriate evidence at his own expense. The processing of the reserved goods shall always be carried out on behalf of eco united GmbH, without any resulting liabilities for these. It shall be entitled to ownership of the new item resulting from the processing. In the event of processing with other goods not belonging to eco united GmbH, eco united GmbH shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing. The value of the goods subject to retention of title shall be understood, also in the following, as the purchase price charged to the customer by eco united GmbH. In the event that the reserved goods are mixed or combined with other items, the customer hereby assigns to eco united GmbH his ownership or co-ownership rights to the mixed stock or the combined uniform item and keeps these (hereinafter also referred to as reserved goods) for eco united GmbH.
eco united GmbH is authorized to resell the goods subject to retention of title in the ordinary course of business subject to retention of title. The customer hereby assigns to eco united GmbH as security all customer claims, including all ancillary rights, to which the customer is entitled as a result of the resale, regardless of whether the resale takes place before or after processing, mixing or combining.
eco united GmbH is entitled to collect the assigned claims until revoked. In the event of revocation, the customer shall, at eco united GmbH’s request, provide eco united GmbH with all information requested, notify his customers of the transfer of the claim and hand over the relevant customer bills and cheques to eco united GmbH.
The customer must surrender the reserved goods to eco united GmbH at the latter’s request if he defaults on a payment. eco united GmbH is entitled to enter the customer’s warehouse itself or through an authorized representative to determine the goods subject to retention of title.
The goods may not be pledged or assigned by way of security to third parties prior to complete payment by the customer. Furthermore, the customer must immediately notify eco united GmbH in writing of any third party access to the reserved goods and/or to the claims assigned to eco united GmbH.
In the event of the insolvency of the customer, it is agreed that all securities ordered shall also apply in the event that the insolvency administrator exercises his option according to § 103 InsO and chooses to fulfill the contract. The originally agreed retention of title or other securities ordered can therefore also be asserted by eco united GmbH in the event that the fulfilment of the contract originally chosen by the insolvency administrator within the scope of the right of choice fails. In the event of a change in the legal and legal situation, this clause shall be interpreted in accordance with the economic purpose stated above and, if necessary, adapted.
At the written request of the customer, eco united GmbH shall release the securities to be selected by it to the extent that the value of the securities in its favour exceeds the claims to be secured against the customer by more than 20 percent.
Application of law and place of jurisdiction:
The contractual and legal relationships between eco united GmbH and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods; this shall apply to all contractual, non-contractual and noncontractual claims to the extent that mandatory national or international law does not conflict. Place of jurisdiction is Berlin. This shall also apply to claims asserted against a customer who, after conclusion of the contract, moves his domicile or habitual residence out of the scope of the ZPO or whose domicile or habitual residence is unknown to eco united GmbH at the time the claims are asserted in court.
Should individual clauses of these conditions be or become invalid, this shall not affect the validity of the remaining conditions. An invalid provision shall be deemed replaced by a provision that comes as close as possible to the economic purpose of the invalid provision and is legally valid.