Conditions of Use

Terms & Conditions for Bajwa Mode GmbH
 
§ 1 Initial provisions
Bajwa Mode GmbH– also described as the “supplier” in the following – acts exclusively on the basis of the following general business and delivery terms and conditions. These terms and conditions also apply to follow-up orders.
Deviations from these terms and conditions – in particular the application of purchasing regulations of the buyer – require our express written approval. Differing general terms and conditions of the purchaser shall only be accepted insofar as these have been confirmed expressly in writing by the supplier.  
 
§ 2 Delivery reservations
1. Sale and delivery of the goods shall depend on correct and punctual delivery to us. 
2. Orders are only binding for us insofar as we confirm them or comply with them by consigning the goods; oral subsidiary agreements are only binding if we have confirmed them in writing.
3. The property rights of third parties are to be observed when using the delivered goods. If the property rights of third parties are breached and prohibitions of sale are thereby also breached, claims for compensation for damages from the purchaser against the supplier are excluded. 
4. Delays in delivery can be caused by technical difficulties in the production facilities; in individual cases this can also lead to failure of delivery. The purchaser shall not claim against the supplier for compensation for damages accrued by the purchaser because of late delivery or non-performance in the case of reasonable delay in delivery or failure of delivery.
5. The delivery date is delayed for the duration of the respective interruption to business in consequence of legitimate industrial action or acts of God, provided that an independent sub-supplier is affected, also in the case of such legitimate industrial actions. 
6. If later changes are made to the contract which can influence the delivery date, the delivery date is extended appropriately, provided that particular agreements are not made in this regard. 
7. So long as the purchaser is behind in its obligations, our duty to deliver is in abeyance.
 
§ 3 Transfer of risk, shipping and transportation charges
1. All deliveries are made ex-stock - Neuss. The purchaser carries all costs and risks of transport, including the handling costs for the transportation to be procured by the purchaser. 
2. Insofar as the supplier is obligated to carry the costs of the return transport, it is only to reimburse those costs which would arise using the transport route with the lowest costs.
 
§ 4 Price and payment
1. In the case of orders for which no express fixed prices were agreed, the supplier’s list price valid on the day of delivery applies, plus the applicable statutory VAT, is agreed. For reasons of rationalisation, all net prices are already minus cash discount.  The prices valid on the day of delivery are always valid for billing. If these exceed the list price valid when the contract is concluded by more than 15%, the customer is entitled to withdraw from the contract within 14 days after notification of the increase in price with regard to the amount not yet accepted.
2. As a result of the supplier’s extreme pricing, delivery of the goods is only made against cash on delivery. If a delivery is made on the basis of a special agreement on account, this is fundamentally due immediately and payable without a cash discount.
3. If the payment deadline is exceeded, interest amounting to the debit interest customary in banking, but at least 4% above the particular bank rate given by the German Federal Bank, shall be charged, reserving the right to claim further damages.
4. Only undisputed or legally established claims entitle the purchaser to offset or withhold.
 
§ 5 Retention of ownership
1. The delivered goods remain under the ownership of the supplier until full payment of all accounts payable from the business relationship between the supplier and the purchaser. Allocating individual claims in a current invoice as well as striking a balance and recognising this does not affect the retention of ownership.  The purchaser is authorised to dispose of the purchased goods in the ordinary course of business. The purchaser is not allowed to make a pledge or security transfer of title. Right of resale is excluded provided that the resale is made to customers who, from their side, have excluded or restricted transfer of the claims for payment directed at them. The purchaser is to notify the supplier immediately by registered mail about access by third parties to the goods and claims belonging to us, stating the documents required for an intervention. 
2. As security, the purchaser from now assigns to us claims against third parties arising from the resale in full or amounting to our possible share in joint ownership. It is authorised to collect these for our invoice up to revocation or discontinuation of its payments to us. The purchaser is also not authorised to assign these claims for the purpose of collecting debts by way of factoring unless at the same time the factor is obligated to produce a counter performance directly to us amounting to our share of the claim, when we still have claims against the purchaser.     
3. Regardless of the supplier’s assignment and right to collect, the purchaser is entitled to collect the debt so long as it complies with its obligations regarding the supplier and does not delay in payment, does not fall into bankruptcy, become insolvent or meets the conditions under § 321 BGB [German Civil Code].
4. The purchaser is to notify the supplier of the information required to collect the assigned debts on request and to notify its customers of the assignation.
5. The goods and the debts taking their place may neither be pledged nor assigned or transferred to third parties before full payment of debts owed to us. 
6. The supplier is authorised to demand the immediate return of the goods which have not been paid for if payment is delayed or for other possible grounds for rescission.
7. If the value of the securities exceeds the value of our claims by more than 20%, we shall release securities of our choice on request from the purchaser.
 
§ 6 Guarantee
1. All information about fitness, processing and use of our products, technical advice and other information is given according to our best knowledge, but does not however free the purchaser from making its own tests and samples. 
2. If there are defects in the goods delivered, the purchaser alone can, in the first instance, demand a remedy or replacement delivery. All other guarantee claims are in this respect excluded. If the remedy or replacement delivery fails, the purchaser can choose to reduce or annul. Differences in quality, dimensions, sample, colour, property and condition etc., as well as change in construction and finish from what is normal in the trade or which are technically unavoidable are not reasons to object.
3. The purchaser is obligated to check the goods immediately after receipt of each individual delivery and to inform the supplier about defects in the goods immediately, at the latest after 5 days, in writing with evidence attached. Otherwise the goods are considered approved.
The supplier is to be informed about latent defects in writing with evidence attached immediately after their discovery.
4. The supplier is not liable for mere negligence by their persons assisting in the performance of obligations, provided that it is not executive staff who act and the essentials of the contract are not affected. 
5. The supplier is furthermore not liable for merely negligent actions by their executive staff and persons assisting in the performance of obligations, insofar as this does not deal with material contractual obligations.
6. The supplier is not liable for damages which are not specific to the contract and which are unforeseeable.
  
§ 7 Applicable law, place of performance and jurisdiction
1. The contractual relationship is subject to the law of the Federal Republic of Germany. ECG/European Companies and the CISG do not apply. 
2. Insofar as these general business and delivery terms and conditions apply in business dealings, the seat of the supplier is agreed as the place of performance for all obligations arising from this contractual relationship. The particular responsible court in Neuss is decided as the court of jurisdiction for all disputes arising out of the contractual relationship, provided that the purchaser is a registered trader.
 
§ 8 Written form
All agreements of the parties regarding the contractual relationship are to be in writing.