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General business terms
1. General
The following conditions shall apply to all transactions, even in cases where the purchaser only knows them from earlier transactions or offers. In lieu of contrary written agreement, they shall also apply in the case that we do not refer to them expressly at the conclusion of a transaction. Even if they are not expressly rejected, conflicting standard terms declared by the purchaser shall not apply. SPEEDMINTON GmbH reserves the right to change or supplement these General Terms and Conditions, including any annexes, with due notice.
2. Order Acceptance
Our offers are always non-binding. Contracts shall not be recognized until we acknowledge them in written form.
3. Shipping Conditions and Shipping Risk
3.1 Barring any agreement to the contrary, we shall be authorized to make partial deliveries.
3.2 The minimum order value is EUR 25.00.
3.3 Any additional costs incurred due to rush and/or COD orders shall be charged to the purchasing party. For orders valued at less than EUR 25.00 (incl. VAT), we shall charge the purchasing party a portion of the packaging and shipping costs in the amount of EUR 4.00.
3.4 The purchasing party agrees that the ordered products will be shipped to him/her.
3.5 In the event that risk is not transferred to the purchasing party through handover to the forwarding agent in accordance with §447 BGB (German Civil Code), we shall only be liable if an official declaration of damage (in case of rail/postal conveyance) or confirmation (in case of conveyance by a shipping agency) is submitted, and only if the damage is reported immediately.
3.6 Resale of purchased products is only permitted through the following methods: extant retail outlets, proprietary catalog (mail or service) within the purchasing party’s region, or through the purchasing party’s own Web site (Internet sales); sale or resale through third-party Web sites or platforms (such as eBay or Amazon Marketplace) is prohibited.
4. Warranty
4.1 No warranty shall be granted for minor reductions in value or usefulness of the delivered items due to defects, nor for minor quantity variances.
4.2 Irrespective of the statutory duty to examine and give notice of defects among business persons (as defined in the German Commercial Code), the purchasing party must notify us about any and all obvious defects within one week of delivery; the merchandise shall be deemed approved after expiration of this period. The same applies to non-obvious defects.
4.3 Should any defects be claimed, the purchasing party is responsible for returning the allegedly defective products to us.
4.4 Should the delivered merchandise actually be defective, we can remedy said defect by either repairing the defect or providing substitute merchandise. The purchasing party shall grant us a period of 28 days within which to do so.
4.5 Should we be unable to remedy the defect within the above period, the purchasing party – in accordance with the legal prerequisites described in Section 5 below – may claim recovery of damages and expenses, demand a price reduction, terminate the contract, or repair the defects himself at SPEEDMINTON’s expense.
4.6 To the extent which the purchasing party is entitled to the above rights, aside from rectification, he shall be required to declare within 14 days whether and in which manner he plans to exercise these rights. Should the purchasing party not make this declaration or insist on rectification, he shall not be entitled to exercise the additional rights until a grace period of at least another 28 days has passed without defect remedy.
4.7 All the above warranty rights shall apply only to the original purchasing party; assignment to third parties is prohibited.
4.8 All costs incurred due to unjustified defect notices shall be borne exclusively by the purchasing party.
4.9 Claims due to defects are barred after a period of one year after receipt of the merchandise by the purchasing party; this does not apply to claims for damages. Liability for claims for damages is described in Section 5 below.
4.10 The purchasing party’s right of recourse (in accordance with Paragraph 478 (2) BGB) for replacement of damages that the purchasing party would bear compared to consumers (in accordance with Paragraph 439 (2) BGB) for rectification purposes shall be limited to a credit in the amount of the purchased value of the challenged articles.
5. Liability
5.1 SPEEDMINTON’s liability is unlimited for damages resulting from death or personal injury that are caused by intentional or grossly negligent acts or omissions by SPEEDMINTON, its legal representatives, and people performing duties on its behalf. SPEEDMINTON’s liability is also unlimited for intentional or grossly negligent acts by its governing bodies and senior managers.
5.2 Further, SPEEDMINTON shall be liable for damages resulting from the violation of major contractual obligations whose fulfillment the purchasing party has a particular right to expect, including cases of simple negligence. In case of simple negligence resulting in the violation of major contractual obligations, as well as cases of intention and gross negligence of agents – other than senior management – acting on SPEEDMINTON’s behalf, SPEEDMINTON shall only be liable in the amount of the foreseeable damage, taking all major and apparent circumstances into account. Liability for subsequent damages – such as loss of profits, loss of discounts, and other indirect damages – is explicitly excluded.
5.3 SPEEDMINTON shall not be liable for violation of simple contractual obligations resulting from simple negligence.
5.4 The above liability limitations shall apply to all claims for damages, regardless of their cause in law.
5.5 The above liability limitations shall also apply to the benefit of SPEEDMINTON staff and any agents employed on SPEEDMINTON’s behalf.
5.6 The aforementioned does not apply to liability as described by the German Product Liability Act and guarantees of quality within the meaning of the German Civil Code.
6. Shipping Time and Right of Rescission
6.1 The purchasing party shall be authorized to return any unused merchandise within a period of 14 days.
6.2 Unforeseeable events or other circumstances beyond our control (acts of war or other military action, energy or raw materials shortages, sabotage, strikes, lockouts, and any other interruptions in business or statutory restrictions beyond our control) shall free us from our delivery and performance obligations for the duration of their existence, even if they begin during an existing delay. In such cases, the delivery dates and deadlines will be extended by a reasonable period. This also applies to late or improper deliveries by our suppliers beyond our control. Should said events persist for longer than six weeks, the purchasing party shall be authorized to cancel the contract; the same applies to cancellation by SPEEDMINTON.
6.3 Should the purchasing party’s financial situation deteriorate after conclusion of a contract, or should SPEEDMINTON become aware of a deterioration of the purchasing party’s financial situation after conclusion of a contract, and said deterioration imperils contract fulfillment in accordance with our General Conditions, SPEEDMINTON shall be authorized to perform incremental deliveries or cancel the contract. In particular, these rights shall also apply where the purchasing party is in arrears, we have dunned the arrears and given the purchasing party an adequate grace period, and this grace period has expired without rectification. In any case, we shall be authorized to make further deliveries contingent upon previous payment of all outstanding items.
6.3 The purchasing party shall not be entitled to claim damages in any case described in Section 6.
7. Return Deliveries
7.1 In general, merchandise that has been delivered properly cannot be returned.
7.2 As such, return deliveries are only possible by prior arrangement with our field sales staff. Returned merchandise will either be exchanged for other products or compensated with a credit. The compensated amount shall depend on the condition of the merchandise and the net amount billed at the time, minus discounts.
7.3 Return deliveries must always be dispatched freight prepaid. The transport risk shall be borne by the sender.
7.4 Return deliveries that have not been approved previously (see 7.2) will be returned at the sender’s expense.
8. Reservation of Title
8.1 Delivered merchandise remains the property of SPEEDMINTON until full payment is received for all outstanding items incurred through the business relationship.
8.2 The purchasing party shall be authorized to resell said merchandise in the proper and ordinary course of business. In such cases, however, the purchasing party shall relinquish all claims against his ordering parties in the amount we declare for the lawfully owned goods.
8.3 The purchasing party shall be authorized to collect said claims as long as he is not in arrears. He shall be required, however – upon our written request – to name his ordering parties, submit all necessary documentation, and notify his ordering parties of said relinquishment, should we collect the claims ourselves (if the primary purchasing party is in arrears).
8.4 The purchasing party shall not be authorized to encumber or transfer title to legally owned goods. He shall be required to notify us of foreclosure procedures of any type and give us opportunity to register a third party-claim in accordance with Paragraph 771 ZPO (German Civil Procedure Code); all costs incurred in this case shall be borne by the purchasing party.
9. Data Protection
SPEEDMINTON takes privacy seriously and ensures that all statutory data protection regulations will be followed strictly.
10. Trademarks and Product Usage
10.1 Use of SPEEDMINTON trademarks for advertising purposes requires our prior written approval. SPEEDMINTON products may only be sold in their original product presentation, which must not be modified.
10.2 Any advertising materials provided by SPEEDMINTON may only be used for the declared purpose of advertising and promoting sales of SPEEDMINTON products.
11. Prices
We invoice for the valid sales prices on the delivery date in accordance with the current price list, incl. statutory value-added tax.
12. Payments
12.1 Invoices are issued as of the shipping date. The net invoice amount must be paid in full within 30 days of the invoice date, regardless of the actual date the goods were received.
12.2 Payments to satisfy outstanding items must be rendered to SPEEDMINTON GmbH. Our sales agents and staff are not authorized for collection under any circumstances.
13. Breach of Payment Deadline
Should the purchasing party breach the payment deadline, SPEEDMINTON shall be authorized to calculate interest on arrears in the amount of 8 percentage points above the current base interest rate, beginning from the due date. A higher interest rate may be charged should further legal reasons apply. We also reserve the right to make further claims for damages. Should the purchasing party be in arrears with one payment, all other payment obligations by the purchasing party shall become due immediately.
14. Deferral
Any deferrals granted by SPEEDMINTON shall become due immediately should insolvency proceedings be commenced by (or against) the purchasing party or should a submitted check be disputed.
15. Exclusion of Offset and Retained Payments
The purchasing party shall only be entitled to offset payments if his opposing claims are recognized by a court of law, undisputed, or recognized by SPEEDMINTON; the purchasing party shall only be authorized to retain payments in such cases. Retention of payments due to opposing claims arising from a different legal relationship is prohibited.
16. Other Provisions
16.1 The place of performance for all mutual obligations from the contractual relationship is Berlin, Germany.
16.2 If the purchasing party is a business person as defined in the German Commercial Code, the sole place of jurisdiction for all differences arising from the sales agreement between the purchasing party and SPEEDMINTON is Berlin, Germany.
16.3 Any changes to these General Terms and Conditions must be agreed in written form, especially including any waiver of this requirement.
16.4 This contract shall be subject to German law and subject to the exclusion of international sales laws (CISG).
16.5 If any provision of these General Terms and Conditions should be or become ineffective, the other provisions shall remain unaffected. The ineffective provision shall be deemed replaced by a provision that achieves, as nearly as possible, the business purpose of the ineffective provision and serves the logical business interests of both parties.