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General terms and conditions of business

General terms and conditions of business

1. Area of Application

1.1These terms and conditions apply to all contractual agreements with Prym Consumer Europe GmbH, especially regarding the sales and delivery of goods to persons, who are not consumers within the meaning of §13 BGB (German Civil Code). By placing an order, at the latest by accepting the goods, the customer agrees to these terms and conditions.

1.2

Diverging provisions of the customer, which are not expressly accepted in writing by the seller, are not binding for the seller, also in case the seller does not expressly oppose them.

2. Price and Payment

2.1

In the absence of express agreement, payments are due immediately after receipt of the invoice, at the latest 14 days after the date of invoice, without deduction, net.

2.2

If the buyer is in default for more than four weeks the seller may rescind the purchase agreement, upon which the buyer shall place at the disposal the sold goods in its possession and under its control for removal and seller shall be entitled to enter upon the buyer’s premises for the purpose of removing the goods.

2.3

For cheques and remittances the day at which the amount becomes available to the seller is considered as the date of receipt of payment. Bills of exchange, cheques and other means of payment are only accepted on account of performance. Discount, collection and other bank charges are at the expense of the customer.

2.4

The buyer can neither offset seller’s payment claims nor assert any right of retention, unless with counterclaims that are undisputed or determined by final judicial decision.

3. Dispatch

3.1

In case the goods are sent to the purchaser on his request, the risk of accidental loss and accidental deterioration of the goods passes on to the customer with their delivery to the shipping agent of the seller, at the latest, however, on leaving the plant or the warehouse, independent of the fact whether dispatch takes place from the place of performance or who bears the freight charges. If the goods are ready for dispatch and the shipment or taking the delivery of goods is delayed for reasons the seller is not to be held responsible for, the risk passes on to the customer with receipt of the indication that the goods are ready for shipment.

3.2

The routing for the dispatch of goods and the means of transportation are chosen, provided that the purchaser has not given any shipping instructions, according to the reasonable discretion without any warranty for cheapest and quickest carriage of the goods free destination. Shipping costs are borne by the purchaser.

3.3

Special packings are invoiced separately.

4. Delivery

4.1

Indications on weight, quality and measurements are only approximate. Variations according to DIN are permissible.

4.2

Partial delivery to a reasonable extent as well as production-dependent extra or short shipments up to 10% of the total order quantity are permissible.

4.3

The customer is obliged to subject the goods delivered to an incoming goods inspection.

4.4

The delivery time is considered to be approximate, in so far as no fixed delivery time has been agreed upon. In case of delay in delivery, an additional period of time of reasonable length must be fixed. Deliveries on call have to be taken at the latest within 6 months after order confirmation. In so far as the seller is prevented from fulfilling his obligation by the occurrence of unforeseen, exceptional events– irrespective whether occurred in his plant or at his previous supplier - in particular through official intervention, plant interruptions, industrial conflicts, delays in delivery of essential raw and auxiliary materials, the period of delivery is extended to a reasonable extent. If through the events mentioned above, delivery or performance becomes impossible within the meaning of §275 I-III BGB (German Civil Code) the seller may rescind the purchasing agreement, without the purchaser being entitled to claim for damages. The contracting partners are obliged to immediately inform the other party about obstacles hindering the performance of the contractual duties.

5. Rentention of Title

5.1

Until complete payment of all debts from the business relation between the seller and the customer the goods delivered remain the complete property of the seller. The transfer of individual debts into a current invoice as well as striking the balance and its acknowledgement do not affect the reservation of ownership. Only the receipt of the money value by the seller is considered as a payment.

5.2

The customer is entitled to sell the conditional commodities in normal business transactions. He is, however, not entitled to the pledging or transferring of ownership by way of security. The customer is obliged, in case of reselling conditional commodities on credit, to secure the property of the seller.

5.3

The claim of the customer from the resale of conditional goods is already now assigned by the customer to the seller; the seller accepts this assignment. Notwithstanding this provision the customer is entitled to the collection as long as he complies with his obligations towards the seller and his assets are not dwindling. On demand of the seller the customer must give to the seller all details on the assigned debts necessary for collection and inform the debtor about the assignment.

5.4

Possible processing or modification of the conditional commodities is carried out by the customer for the seller, without any obligations arising from that for the seller. In this case or when connecting and mixing conditional goods with foreign items the seller is entitled to the possible joint property share resulting from the conditional goods. In case the customer acquires the sole ownership, the contracting partners agree that the customer grants joint property to the seller in proportion to the value of his conditional goods to the value of the other part and that he will hold the goods in safe custody for the purchaser free of charge.

5.5

In case the conditional goods are resold, i. e. immediately, whether without or after processing, connection or mixing, the pre-assignment agreed upon above is only applicable to the amount of the value of the conditional goods, which together with other goods are resold.

5.6

The customer must immediately inform the seller on compulsory execution measures of third parties in connection with conditional goods or the pre-assigned debts by handing over all documents necessary for an intervention. In case a third-party action against execution or another intervention becomes necessary, the purchaser must bear the costs necessary for legal prosecution.

5.7

The seller commits himself to release securities that he is entitled to, according to the aforementioned provisions, at his choice on demand of the customer in so far as their value does not exceed the debts to be secured by 20%.

5.8

The purchaser is obliged to insure the conditional goods at his expense against fire, theft and water.

6. Warranty, liability, notice of defects

6.1Warranty claims: Products sold are warranted for a period of one year. If within the warranty period the goods delivered by the seller are not free of defects of quality, the seller is at first entitled to the right, at his choice, to rework the goods or to replace them. If the seller cannot delivery a replacement or reworking is impossible or finally fails, the customer is entitled to withdraw from the contract or to demand abatement from the purchase price. The same applies if the seller allows an additionally fixed period of time of reasonable length granted to him to expire. The seller must immediately be informed in writing about findings of such defects – in the case of recognizable deficiencies at the latest 10 days after acceptance of delivery of the goods, in the case of hidden deficiencies within ten days after their recognition – otherwise the goods are considered to be approved. The same applies if the customer does not oppose the rejection of the seller to the notice of defects given by the purchaser within 4 weeks. In all cases the seller must be given the opportunity to inspect the defects. For defects occurring through unsuitable or improper use, maintenance and storage, faulty mounting or putting into operation through the customer or third parties, natural wear, faulty or negligent treatment, no warranty is given, neither for consequences of modifications made improperly or without the consent of the seller or repair work carried out by the purchaser or third parties

6.2

Application-technical consultations, statements and information on the suitability and application of goods of the seller are not binding unless the seller has in the individual case declared them to be binding. They do not relieve the customer of own inspections and tests.

6.3

The seller reserves the right of ownership and the copyright at all models, samples, pictures, drawings and other documents. Without the consent of the seller they may not be made accessible to others and must on demand be sent back to the seller immediately. If on manufacturing the goods according to models, drawings, samples or other specifications of the purchaser industrial property rights of third parties are infringed, the purchaser will exempt the seller from all third party claims.

6.4

The seller shall only be liable for damages which have been caused by the seller’s negligent or wilful breach of an essential duty under the purchase contract or which have been caused by gross negligence or intentional misconduct on the seller’s part. In all cases, the seller’s liability shall be limited to the foreseeable damage. The foregoing shall apply for any and all claims, including but not limited to tort claims.

7. Place of fulfilment, jurisdiction, applicable right and severability clause

7.1

As place of performance for liabilities resulting from this agreement or from a declared withdrawal 52224 Stolberg is agreed upon.

7.2

Place of jurisdiction is the court in charge for the legal domicile of the Prym Consumer Europe GmbH. The seller remains entitled to bring the matter before the competent court at the legal domicile or the branch of the customer.

7.3

Any contractual agreement is subject to laws of the Federal Republic of Germany.

7.4

If any part of these terms and conditions is held void or unenforceable, such part will be treated as severable, leaving valid the remainder of these terms and conditions. The invalid clause shall be replaced by the valid clause that generally comes closest to the commercial intention of the invalid clause.

Contact

Prym Consumer Europe GmbH

Data protection official

Zweifaller Straße 130

D-52224 Stolberg

Fon+49 (0)24 02/14 04

Fax+49 (0)24 02/14 29 05

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