Application of the conditions
1. These General Terms and Conditions apply to all deliveries and services provided by UAB Venditio (hereinafter referred to as Supplier). Deviating terms and conditions of contractual party (hereinafter referred to as Buyer), which are not explicitly recognized by us, are not valid.
2. These General Terms and Conditions also apply to all future deliveries and services with the Buyer insofar as they constitute legal transactions of a related nature.
3. Individual agreements made with the Buyer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is authoritative for the content of such individual agreements.
Offer and conclusion of contract
4. Quotes from the Supplier are without obligation and not binding. Any relevant declarations or orders made by the Buyer shall only become binding upon written confirmation from the Supplier. The same applies to additions, changes and side agreements.
5. Information, drawings, images and service descriptions contained in catalogs, price lists or documents belonging to the offer are approximate values customary in the industry, unless they are explicitly designated as binding in the order confirmation.
6. We reserve the property rights and copyrights to all documents provided to the Buyer/Orderer in connection with the placement of the order - also in electronic form – including but not restricted to calculations, drawings and parts lists. These documents may not be made accessible to third parties, unless we give the Buyer/Orderer our express written consent. If the order is not placed, these documents must be returned to us immediately.
7. If an order is to be viewed as an offer, we can accept it within 14 calendar days. We reserve the right to refuse orders without giving a reason.
8. Conclusion of contract for purchase in the online shop: The presentation of articles in our online shop does not constitute a binding offer to conclude a purchase contract. By submitting an order via the online shop, you are placing a binding order to which you are bound for two weeks. A contract is only concluded when we accept your order by means of a declaration of acceptance or order confirmation or by delivering the ordered items. If it is not possible to deliver the goods you have ordered via online shop, for example because the corresponding goods are not in stock, we will refrain from issuing a declaration of acceptance. In this case, a contract is not concluded. We will inform you of this immediately and immediately refund any consideration already received.
Pricing
9. Unless otherwise stated, we are bound to the prices contained in our offers for 14 calendar days from their date of issue. The prices quoted in the order confirmation are in Euros plus the respective statutory value added tax. Any additional deliveries and services will be charged separately.
10. Prices are given, unless otherwise agreed, ex works (EXW), including customary packaging. Freight, insurance, customs and other expenses as well as import costs in the country of destination are borne by the Buyer.
11. If there is a significant change in labor, material or energy costs, each contractual party is entitled to request an appropriate adjustment of the price, taking these factors into account.
Delivery
12. Our written order confirmation is decisive for the scope, time and type of delivery.
13. The start of the delivery period stated by us presupposes the timely and proper fulfillment of the Buyer's obligations. The exception of the unfulfilled contract remains reserved.
14. If the Buyer is in default of acceptance or if the Buyer culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. Further claims remain reserved.
15. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods passes to the Buyer at the point in time at which the Buyer is in default of acceptance or debtor's delay.
16. Partial deliveries and partial services are permissible as far as is customary in the trade and will be invoiced separately. They are exceptionally inadmissible if the partial fulfillment of the contract is of no interest to the Buyer.
17. Delays in delivery and performance due to force majeure and due to events, that make delivery significantly more difficult or impossible for the Supplier, including but not restricted to labor disputes, unrest, official measures, pandemics, lockouts, military conflicts, war, delays in the delivery of essential raw materials, auxiliary or operating materials or non-delivery from our suppliers, we are not responsible, even in the case of bindingly agreed deadlines and dates.
They entitle us to postpone the deliveries or services for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part without the Buyer being able to claim damages. If the aforementioned obstacles occur for the Buyer, the same legal consequences also apply to his purchase obligations.
18. The contracting parties are obliged to notify the other party immediately of the beginning and end of hindrances of the aforementioned kind.
19. If subsequent changes to the contract by the contractual partner affect the delivery period, this can be extended to a reasonable extent.
Title retention
20. We shall retain title to the delivered goods until all receivables from the Buyer, resulting from the delivery contract have been settled. This shall also apply to all future deliveries, even if the Supplier does not always expressly refer to this. The Supplier is entitled to take back the object of sale if the Buyer acts in breach of contract.
21. The Buyer is entitled to resell reserved goods in the course of ordinary business. The Buyer hereby assigns to the Supplier already now the claims against the customer from the resale of the reserved goods in the amount of the amount agreed with us including value added tax. This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The Buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected.
22. The treatment and processing or transformation of the purchased goods by the Buyer always takes place in our name and on our behalf. In this case, the Buyer's prospective right to the purchased goods continues with the transformed goods. If the purchased good is processed with other items, that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing.
23. The Buyer must inform us immediately about enforcement measures by third parties against the goods subject to retention of title, the claims assigned to us or other securities and hand over the documents necessary for an intervention. This also applies to impairments of any other kind.
24. We shall release the securities to which we are entitled under the above provisions at the Buyer's request insofar as the realizable value of the goods delivered under retention of title exceeds the claims to be secured by more than 20 percent.
Material defects
25. The Buyer's warranty rights presuppose that he has duly fulfilled the obligations to examine and give notice of defects. The Buyer must report obvious defects in writing immediately after receipt of the goods at the destination, hidden defects immediately upon discovery of the defect.
26. In the case of justified, timely notification of defects, we shall, at our discretion, either repair the defective goods or deliver faultless replacement.
27. We shall not be liable for material defects caused by normal wear and tear, unsuitable or improper use, faulty or negligent handling, assembly or commissioning by the Buyer or third parties or as a result of improper modifications or similar carried out without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.
28. Claims of the Buyer for supplementary performance, in particular transport, travel, labor and material costs, shall be excluded insofar expenses increase due to relocation other than the Buyer's place of business, unless the transfer is in accordance with their intended use.
29. The Buyer's right of recourse against us shall exist only to the extent that the Buyer has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 27 shall apply accordingly to the scope of the Buyer's right of recourse against the Supplier.
30. For the rest, the legal provisions remain.
Payment
31. If no other Terms and Conditions of Payment have been agreed, the purchase price is due within 14 calendar days after the date of invoice (payment date). Delays in shipment or collection of the goods for which we are not responsible shall not postpone the due date of the invoice.
32. If the Supplier has delivered partially defective goods, the Buyer shall nevertheless be obliged to make payment for the defect-free part, unless the partial delivery is of no interest to him. Otherwise, the Buyer can only offset counterclaims that have been legally established or are undisputed.
33. In cases of default, the Supplier is entitled to impose default interest in the amount of 8.0% over the basic interest rate per annum. The Supplier reserves the right to claim further damages.
34. In the event of delayed payment, Supplier may, upon written notice to the Buyer, suspend performance of our obligations until payment is received.
35. If, after the conclusion of the contract, it becomes apparent that the Supplier’s payment claim is at risk due to the Buyer's inability to pay, Supplier can refuse performance and set the buyer a reasonable period of time in which to pay concurrently with delivery. If the Buyer refuses or if the deadline expires without success, Supplier can withdraw from the contract and claim damages for non-performance.
36. Bills of exchange and checks are only accepted by agreement and only on account of performance.
Other claims
37. Unless otherwise stated below, any other and further claims of the Buyer against us are excluded. This applies in particular to claims for damages resulting from delay, impossibility of delivery, culpable violation of secondary contractual obligations, culpa in contrahendo and tortious acts. Therefore, we are not liable for any damages that have not occurred to the delivered goods themselves. Above all, we are not liable for lost profits or other financial losses of the Buyer.
38. The above disclaimer of liability does not apply if the Supplier caused the damage intentionally or has violated essential contractual obligations. If an essential contractual obligation has been violated by the Supplier, the Supplier is only liable for the contractually typical, reasonably foreseeable damage.
39. To the extent that Supplier’s liability is excluded or limited, this also applies to the personal liability of its’ legal representatives and vicarious agents.
Other terms
40. We hereby inform the buyer that personal data will be stored in connection with the execution of a contractual relationship.
41. These Terms and Conditions and the entire legal relationship between the contracting parties shall be governed by the laws of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
42. The place of fulfillment and exclusive place of jurisdiction for all disputes arising from this contract is the place of the Supplier’s headquarter, unless otherwise stated in the order confirmation. We are entitled to sue at the Buyer's place of business.
43. The contractual rights of both parties may be transferred only by mutual consent.
44. All agreements must be made in writing. Transmission by electronic means of communication and by fax shall be deemed equivalent to the written form.
Actuality: August 2024, Kaunas / Lithuania
UAB Venditio
