1. general

All deliveries and services of ECORETAIL GmbH are based on these terms and conditions. Any deviating and/or supplementary agreements require the express consent of the management or an authorized representative in writing, as well as the written form; this also applies to a waiver of the written form requirement.

Since our offer is directed exclusively at companies, no contractual or statutory right of withdrawal is expressly granted, nor do we grant the possibility of returning goods received, as would be the case for private customers under the Distance Selling Act.

Our terms and conditions of delivery and payment shall apply exclusively, with which our customer declares his agreement when placing the order, and also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply even if we do not object. Deviations shall therefore only apply if they have been expressly acknowledged by us in writing.

The contractual relationship shall be governed exclusively by German law, in particular by the German Civil Code and the German Commercial Code. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. The place of jurisdiction is, at our discretion, the registered office of the company or Frankfurt am Main.

2. delivery conditions

Unless separately agreed, delivery dates stated in order confirmations are not binding. ECORETAIL GmbH will, as far as possible, comply with stated delivery times punctually. If the delivery date is exceeded, the customer has the right to set a grace period of at least six weeks. If ECORETAIL GmbH does not deliver within the period of grace, the customer may withdraw from the contract by written declaration. ECORETAIL GmbH can withdraw from the contract if the performance becomes impossible for reasons for which it is not responsible, in particular in cases of force majeure, such as war, strike or because it is not supplied without having to represent it. The customer will be informed immediately about the unavailability and services already rendered by him will be refunded without delay.

If the recipient is not found at the first delivery attempt, he/she must bear the additional costs for second and subsequent deliveries or storage costs incurred as a result in any case.

If delivery free domicile has been agreed, the consignee shall be obliged to unload the goods in deviation from § 412 I HGB. ECORETAIL GmbH is therefore neither obliged to unload the goods shipped by it nor to provide the necessary aids for unloading.

ECORETAIL GmbH is entitled to make partial deliveries if these are reasonable for the customer. The additional costs incurred due to the execution of the partial deliveries shall be borne by ECORETAIL GmbH.

For changes after shipment (e.g. change of delivery address, booking of additional services) we will be charged additionally by the forwarding company with costs of currently 15,00 € net. If the change is made after shipment at the request of the customer, the customer is obliged to bear the additional costs incurred as a result.

3. transfer of risk

The risk shall pass to the customer as soon as the goods have been handed over to the carrier and have left the warehouse. This also applies if ECORETAIL GmbH has assumed the transport costs. Complaints due to transport damage must be made by the customer directly to the transport company within the time limits provided for this purpose. In case of shipments of the customer to ECORETAIL GmbH, the customer bears every risk, in particular the transport risk, until the arrival of the goods at ECORETAIL GmbH.

4. terms of payment

Invoices from ECORETAIL GmbH are due according to the agreed payment date and payable without any deduction. Checks are only accepted on account of performance. Any expenses shall be borne by the customer. Offsetting is only permissible with undisputed claims or claims that have been legally established by a court of law. The customer may only assert a right of retention if it is based on the same contractual relationship. ECORETAIL GmbH is entitled to assign its trade receivables for financing purposes. If the purchaser is in default with any payment obligations to us, all existing claims shall become due immediately without the need for a separate notice of default.

Withdrawal from the contract is not required in order to assert the rights arising from retention of title, unless the debtor is a consumer.

We are entitled to assign the claims arising from our business relations.

All payments shall be made with debt-discharging effect exclusively to VR Factoring GmbH, Hauptstraße 131 – 137, 65760 Eschborn, to which we have assigned our present and future claims arising from our business relationship. We have also transferred our reserved property to VR Factoring GmbH.

Offsetting by the customer with counterclaims is excluded, unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the customer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.

For deliveries of goods applies:
The delivered goods shall remain our property until full payment of all outstanding claims to which we are entitled against the customer. The customer is entitled to resell the goods in the ordinary course of business as long as he is not in default of payment. However, the customer may not pledge or assign the reserved goods by way of security. The customer already now assigns to us by way of security the customer’s claims for payment against its customers from a resale of the reserved goods as well as those claims of the customer with regard to the reserved goods which arise for any other legal reason (also against third parties).

Any processing or transformation of the reserved goods by the customer shall always be carried out on our behalf. If the goods subject to retention of title are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (invoice amounts incl. VAT.) to the other combined or mixed items at the time of combination or mixing.
If the customer’s item is to be regarded as the main item, the customer shall transfer co-ownership of this item to us on a pro rata basis. We accept the transfer.

The customer shall hold the resulting sole ownership or co-ownership of an item in safe custody for us.

5. warranty

Complaints regarding the scope of delivery, material defects, incorrect deliveries and deviations in quantity must be made in writing immediately, at the latest, however, within one week of receipt of the goods, insofar as these can be determined by reasonable examination. Timely dispatch shall be sufficient to meet the deadline. After the deadline, the warranty for obvious defects is excluded. The warranty period by ECORETAIL GmbH for newly manufactured goods is one year from the date of delivery; in the case of used goods, ECORETAIL GmbH does not provide any warranty to customers who are not consumers. These restrictions do not apply if the defect was fraudulently concealed. In the case of justified complaints, ECORETAIL GmbH will deliver missing quantities and otherwise, at its discretion, either repair the goods or deliver new goods. The warranty for defects in equipment is limited to rectification. If the supplementary performance fails, the purchaser has the right to withdraw from the contract or to reduce the purchase price.

6. liability

In case of slightly negligent breaches of duty, the liability of ECORETAIL GmbH shall be limited to the direct average damage which is foreseeable according to the type of goods and typical for the contract. This also applies to slightly negligent breaches of duty by our vicarious agents. We shall not be liable for slightly negligent breaches of minor contractual obligations.

The above limitations of liability do not affect claims of the customer arising from product liability. These restrictions shall not apply in the event of damage to the life, body or health of the customer attributable to us.

7. retention of title

The object of purchase shall remain the property of ECORETAIL GmbH until the claims to which ECORETAIL GmbH is entitled on the basis of the contract have been settled. The retention of title shall also remain in force for all claims which ECORETAIL GmbH subsequently acquires against the Buyer in connection with the object of purchase, e.g. due to repairs as well as other services. For the duration of the retention of title, the Buyer shall be entitled to possession and contractual use of the object of purchase as long as it meets its obligations under the retention of title and its obligations under the business relationship in due time. The customer is obliged to provide ECORETAIL GmbH with all information required in the context of a pursuit of rights arising from the agreed retention of title.

8. data processing

ECORETAIL GmbH is entitled to collect, store and process the personal data of the customer required within the scope of the business relationship.

In order to fulfill our factoring contract (assignment of our receivables and transfer of accounts receivable management), we will forward the following data to the financial services institution VR Factoring:
– Names and address of our debtors
– Data of our receivables from our debtors (in particular gross amount and due date)
– If applicable, names of contact persons and contact details of our debtors (telephone number, e-mail address) at their premises for the purpose of reconciling accounts receivable accounting

VR Factoring will pass on the debtors’ company data to credit agencies and trade credit insurers, as well as to order processors (IT data processing, printing service providers, etc.).
Further details on data processing can be found in the “Privacy Statement” of VR Factoring GmbH, which can be viewed and downloaded online at http://www.vr-factoring.de/datenschutz.

9. severability clause

The invalidity of individual points of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a new provision which comes as close as possible to the economic effect of the invalid provision.

Note: The prerequisite for a tax-free intra-Community delivery is the presentation of the VAT identification number, at the latest at the time of delivery (in accordance with §§ 6a and 4 No. 1b UStG and §§ 17a and 17b UStDV). Subsequent submission or filing does not retroactively qualify for tax exemption.

ECORETAIL Ltd.

Tel.: +49 2241 89632 00

Status 04/2021