Terms and Conditions

Our Terms of Sale and Payment to which the customer declared his agreement at the time of placement of the order shall apply exclusively, including to future business transactions where they have not been referred to specifically but where they have been sent to the ordering party in the event of a previous order confirmed by us. Even where the order is placed in deviation from our Terms of Delivery and Payment, our Terms of Delivery and Payment shall apply, even when we do not state our disagreement. Deviations shall therefore be valid only when they have been expressly accepted by us in writing.

We are entitled to transfer the claims from our business relationships.

The contractual relationship is subject exclusively to German law, in particular the Bürgerliche Gesetzbuch (German Civil Code) and the Handelsgesetzbuch (German Commercial Code). The provision of the UN-CISG shall not apply.

The court of jurisdiction shall be where the company has its official address or Frankfurt am Main, as we choose.

Should the purchaser be in arrears with any payment obligations to us, all existing claims shall become immediately due.

For the assertion of the rights arising from the reserved property, no withdrawal from the contract is necessary, unless the debitor is a consumer.

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

In order to fulfil our factoring contract (assignment of our receivables and transfer of debtor management), we will forward the following data to the financial services institute VR Factoring GmbH:

–   Name and address of our debtors

–   Data regarding our receivables from our debtors (particularly the gross amount and due date)

–   If applicable, names of contact person(s) as well as the contact data of our debtors (office telephone number and email) for reconciling the accounts receivable

VR Factoring GmbH will pass on the debtor’s company data to credit agencies and trade credit insurers as well as to contract processors (IT data processing, print service providers, etc.).

Further details on data processing can be found in VR Factoring GmbH’s “Information on Data Protection”, which you can view and download online at http://www.vr-factoring.de/datenschutz

A set-off by the purchaser against counterclaims is excluded, unless the counterclaims are undisputed or have been established as final and absolute. The assertion of a right of retention by the purchaser is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been established as final and absolute.

 

The following shall apply for the delivery of goods:

Until such time as all our accounts receivable from the customer have been settled in full, the goods delivered shall remain our property. The customer is entitled to sell these on in the normal course of business, provided he is not in default of payment. However, the customer may not pledge the goods subject of reservation of title, or assign them as collateral. Even now, the customer assigns to us as a precautionary measure his accounts receivable vis-a-vis his customers arising from the selling on of the reserved goods, as well as any claims of the customer regarding the reserved goods which arise from other legal grounds (including vis-a-vis third parties).

Any processing or alteration of the reserved goods by the customer shall always ensue on our behalf. If the reserved goods are processed along with other items which do not belong to us, we shall acquire co-ownership of the new item in the ratio in which the value of the reserved goods (invoice sum incl. VAT) relates to other combined or amalgamated items at the time of combination or amalgamation.

If the customer’s item is to be regarded as the primary item, the customer shall assign pro rata co-ownership of the item to us. We accept this assignment. The ownership or co-ownership of the item shall be held for us by the customer.

 

ECORETAIL GmbH

Tel .: +49 2241 89632 00