Terms and Conditions // STIL-FIT International GmbH

1. General

Our general terms and conditions apply to all our business relationships with our customers. They shall also be regarded as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same customers, without us having to refer to them again in each individual case. General terms and conditions of the customer do not become part of contracts concluded with us, unless we have expressly agreed to their inclusion in writing.

2. Contract

The order of goods by the customer is considered a binding contract offer. In these cases, the contract with us is concluded with our order confirmation (e-mail is sufficient). Unless otherwise stated in the customer’s order, we are entitled to accept this contract offer within four weeks of his receipt. If the order was placed by the customer preceded by a legally binding offer by us, the contract is concluded by the assignment of the order by the customer to us, without any further confirmation on our part.

3. Prices

3.1. Unless otherwise expressly agreed, the prices are ex warehouse, plus the applicable statutory value added tax, and insofar as other costs, in particular freight, postage, are communicated in the order confirmation.

3.2. If a customer who is located outside the Federal Republic of Germany (external customer) or his agent picks up goods and transports or dispatches them to the external territory, the customer must provide us with the export proof required for tax purposes. If this proof is not provided, the customer must pay us the VAT amount applicable to deliveries within Germany from the invoice amount.

4. Delivery periods, impossibility and claims for damages

4.1. Fixed dates are only effectively agreed if we have confirmed them in writing.

4.2. If we are unable to meet binding delivery deadlines or agreed delivery dates for reasons for which we are not responsible, in particular in the event of unavailability of the service, we will inform the buyer thereof without delay and at the same time the expected new delivery period. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will refund any consideration already provided by the buyer. The case of the unavailability of the service in this sense is in particular the non-timely self-supply by our supplier, if we have concluded a concrete cover transaction, neither we nor our supplier are at fault or we are in the are not obliged to procure on a case-by-case basis.

4.3. In the event of a delay in performance or an impossibility of performance for which we are responsible, claims for damages by the customer are excluded. This does not apply to the extent that liability is mandatory in cases of intent, gross negligence or injury to life, body or health. In addition, Section 323 of the German Civil Code (BGB) applies with the proviso that the grace period to be set for us must be at least four weeks.

4.4. Other claims for damages and reimbursement of expenses by the customer, regardless of the legal reason, in particular due to breaches of obligations arising from the contractual relationship and from tort, are excluded. This does not apply to the extent that liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health, due to violation of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or because of injury to life, body or health liability. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.

4.5. Indirect consequential damages as well as claims of the customer for lost profit are excluded.

5. Payment

5.1. Invoices are due immediately and payable without deduction of cash discount, unless otherwise provided in the invoice.

5.2. From the date of maturity, we are entitled to interest in the amount of 8 points above the respective base interest rate. We reserve the right to prove further damage caused by delay.

6. Material defects- Warranty

6.1. If the delivered goods are defective, we have the right to re-fulfill. Here we can choose between rectification of the defect (repair) or delivery of a new defect-free item. The repair is either carried out on site by our service team or the device is picked up and delivered back to the customer after the repair has been carried out. Transportation is free of charge. If the subsequent performance fails or is not performed within a reasonable period of time, the customer may, at his discretion, reduce or withdraw from the contract.

6.2. Damages resulting from improper handling, non-observance of the user manual, inadequate care, use of force or normal wear and tear are not covered by the above warranty.

6.3. In the event of a finding of defects, the customer must inform us immediately in writing.

6.4 The limitation period in accordance with statutory regulations is 2 years.

7. Ownership

7.1. We reserve the title to the delivered goods until all claims arising from our business relationship with the customer have been fulfilled.

7.2. The customer is entitled to resell the reserved goods in the proper course of business as long as he duly fulfils his obligations under the business relationship with us. However, he may not pledge the goods or transfer them for safety. He must notify us immediately in writing if and to the extent that access esonies by third parties to the goods belonging to us or claims assigned to us for security take place. The customer must immediately hand us the necessary documents for an intervention.

7.3. In the event of a breach of contract on the part of the customer, the occurrence of a delay in payment or a material deterioration of the customer’s financial situation, we shall be entitled to issue the costs of the contract, even without exercising the right of withdrawal without setting a grace period. goods subject to retention of title and to enter the customer’s business premises for the collection of the goods. We are entitled to resell returned goods in ordinary business transactions.

7.4. If goods subject to retention of title are sold by the customer, the customer hereby assigns to us the claims arising from the resale in the amount of the invoice value of the reserved goods with all ancillary rights and rank before the rest; claims for damages against third parties relating to goods subject to retention of title shall also be assigned to us, we hereby accept the assignment.

7.5. A assignment of claims of the customer to third parties (including an assignment by means of real factoring) is only permitted in the case of the sale of reserved goods if we have previously agreed to the assignment in writing. In cases of consent, the customer already assigns his claim against the third party to us.

7.6. If the realisable value of the securities to which we are entitled under the foregoing provisions exceeds our claims against the customer by more than 10, we will release securities at our discretion at the customer’s request.

8. Repairs outside warranty

Repairs to which we are not obliged due to justified claims for material defects of the customer will be carried out by us against calculation of the agreed, otherwise the usual remuneration. Costs and danger of shipping and return shall be borne by the customer. We only accept repair orders by prior agreement.

11. Customer’s right of return in online sales

The customer reserves the right to keep the goods within 14 days of delivery. He can order the return of the shipment by post to STIL-FIT International GmbH, Schäftlarnstr 156, 81371 Munich, by sending an e-mail to info@stil-fit.com or by fax to +49 89.13.93 60 43. The return is free of charge.

12. Privacy

All personal data will be treated confidentially. The data necessary for the business transaction will be stored and, if necessary, forwarded to affiliated companies as part of the order processing process.

13. Jurisdiction

is Munich All legal relations with the customer are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the Sale of Goods (CISG).

14. Severability clause

If or if individual provisions of these General Terms and Conditions or the underlying contract are or become ineffective, this shall not affect the validity of the remaining provisions and agreements. An ineffective provision shall be deemed to be replaced by such a provision which comes closest to the economic will of the parties.

as of November 2019