Terms and Conditions

General Terms and Conditions – Tabassum GmbH

August 2010

 

§ 1 Scope

 

These General Terms and Conditions of Business apply to all contracts between you and Tabassum Promotion & Merchandising GmbH, Max-Planck-Str. 15, 63303 Dreieich-Sprendlingen, Germany (hereafter referred to as TPM GmbH), unless an alternative arrangement has been made between the parties in writing. Differing or contradictory terms and conditions are only valid with the explicit consent of TPM GmbH.

 

§ 2 Conclusion of Contract

 

(1) TPM GmbH only offers its goods for sale if you are a natural or legal person or a partnership with legal capacity and on conclusion of the legal transaction you are acting in the execution of your commercial or independent professional activity (business person) and insofar as you are not an end consumer or do not use the goods as an end consumer in your independent professional or commercial, or your regulatory or official activity. Conclusion of a contract of purchase with consumers is not permissible.

 

(2) The goods offered by TPM GmbH on the Internet do not constitute a binding offer for the conclusion of a contract of purchase, but rather an invitation to submit an order (purchaser's offer of purchase).

You may place your offer of purchase by telephone, in writing, by fax, by e-mail or through the order system integrated into the online shop of TPM GmbH. Please note the following when purchasing through the online shop system. The goods that are intended for purchase are saved in the "shopping basket". Using the appropriate button on the menu bar, you may view the "shopping basket" and make changes to it at any time. After you have accessed the order form and entered your personal details and have viewed the payment and delivery conditions, all of the order details are then displayed again. Before sending the order, you have the opportunity to check and alter all of the information (e.g. name, address, delivery, method of payment and items ordered) once again here (and you may also do so by using the "back" function of your Internet browser) or to cancel the purchase. On sending the order using the appropriate button, you are submitting a binding offer to TPM GmbH. You will first receive an automatic e-mail confirming receipt of your order, which does not yet constitute conclusion of the contract.

Acceptance of your offer (and therefore conclusion of the contract) always takes place in the form of a written confirmation, in which processing of the order or delivery of the goods is confirmed, or by consignment of the goods. If you have not received an order confirmation or notification of delivery or the goods themselves within 7 working days, you are no longer bound by your order. Any payments that have already been made in this case will be refunded immediately.

 

(3) The language of the contract is exclusively English. The text of the contract (order details and General Terms and Conditions) is stored by TPM GmbH. Storage is, however, only temporary and is not accessible to you; please therefore ensure that you print out or store the details separately yourself.

 

§ 3 Prices, Payment Conditions

 

(1) The prices specified in the offers are net prices. They do not include statutory VAT. Delivery costs are charged separately at cost.

In the case of cross-border deliveries, additional taxes (e.g. in the case of an intra-Community purchase) and/or fees (e.g. customs duties ) may be payable by you in individual cases, not to the seller but to the relevant tax or customs authorities.

 

(2) The following payment options are available to you:

 

               payment in advance by bank transfer,

               cash on delivery, Germany only,

               payment by direct debit, Germany only.

 

TPM GmbH reserves the right to exclude a payment option in individual cases. Invoices issued by TPM GmbH are due for payment within 30 days. Deduction of discounts is only permitted if explicitly indicated on the invoice.

 

(3) Offset rights are only available to you if your counterclaim is legally established, uncontested or recognised by TPM. In addition, you are only entitled to exercise a right of retention if your counterclaim is based on the same contractual relationship.

 

§ 4 Delivery Conditions

 

(1) The expected delivery period is specified in the item description and the order confirmation.

Delivery dates and delivery periods are only binding if they have been confirmed in writing by TPM GmbH.

In the case of payment in advance by bank transfer, consignment will only take place on receipt of the full purchase price and delivery costs by TPM GmbH.

 

(2) Should a product ordered by you, contrary to expectation and despite prompt conclusion of an adequate hedging transaction, not be available for reasons that are not the responsibility of TPM GmbH, you will be informed of the unavailability without delay

and in the event of withdrawal, any payments already made will be refunded without delay.

 

(3) Delivery takes place at your own risk. If you so wish, delivery can be made with appropriate transport insurance, in which case the resulting costs are to be met by you.

  

(4) Part deliveries are permitted and may be invoiced separately by TPM GmbH, insofar as they are not associated with additional delivery costs as a result.

 

§ 5 Warranty

 

(1) The warranty period is one year from delivery of the goods. The one-year warranty period does not apply to damage for which TPM GmbH is culpable involving loss of life, physical injury or damage to health, or damage caused as a result of gross negligence or intent, or bad faith on the part of TPM GmbH, or in the event of recourse claims in accordance with §§ 478, 479 of the German Civil Code (BGB).

 

(2) Only TPM GmbH's own information and the manufacturer's product description are deemed to be the agreed properties and condition of the goods, and no other advertisements, public promotional material or statements by the manufacture.

 

(3) You are obliged to inspect the goods immediately and with due care for deviations in quality and quantity and to report obvious defects within 7 days of receipt of the goods in writing to TPM GmbH; to comply with this requirement, it is sufficient to dispatch notification within the period. This also applies to concealed defects that are noticed subsequently, from the time at which they are discovered. If the obligation to inspect the goods and provide notification of defects is breached, pursuit of any claims under the warranty is excluded.

 

(4) In the event of defects, TPM GmbH will fulfil the warranty by rectification or replacement, at its own discretion.

If rectification of the defect fails twice, you may at your discretion demand a reduction or withdraw from the contract. In the case of rectification, TPM GmbH does not have to bear the additional costs that arise from transporting the goods to a location other than the place of performance, insofar as such transport does not correspond to the intended use of the goods.

 

§ 6 Retention of Title

 

(1) TPM GmbH retains title to the goods until all claims resulting from the current business relationship have been met in full. Before transfer of title to the goods under retention has taken place, pledging or transfer by way of security is not permitted.

 

(2) You may resell the goods in the ordinary course of business.

In this case, you assign all claims that accrue to you from the resale in the amount of the invoice with immediate effect to TPM GmbH, which will accept such assignment.

In addition, you are entitled to collect the claims. If you have not met your payment obligations properly, however, TPM GmbH reserves the right to collect the claims itself.

 

(3) In the event of combination or mixing of the goods under retention of title, TPM GmbH acquires co-ownership of the new item in the proportion of the invoice value of the item under retention of title to the other processed items at the time of processing.

 

(4) TPM GmbH undertakes to release the securities owing to it on demand, insofar as the realisable value of the securities of TPM GmbH exceeds the claims to be secured by more than 10%. TPM GmbH has the right to select the securities to be released.

 

§ 7 Limitations to Liability

 

TPM GmbH does not accept liability for breaches of obligation as a result of minor negligence, insofar as no essential contractual obligations (obligations the fulfilment of which make execution of the contract possible in the first place, the breach of which puts achievement of the contractual aim at risk and on the observance of which you normally rely as a customer), damages involving loss of life, physical injury or injury to health, guarantees as to the quality of the purchase item or claims under the German Product Liability Act are affected. This also applies to corresponding breaches of obligation by the vicarious agents of TPM GmbH.

At the same time, liability is restricted to the damage which must be expected for this type of contract.

The limitation of liability does not apply to intent and gross negligence.

 

§ 8 Place of Performance, Court of Jurisdiction 

German law applies, with the exclusion of the UN Convention on the Sale of Goods.

The place of performance and court of jurisdiction is the location of the registered office of TPM GmbH.

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