Terms and Conditions
Validity of the terms and conditions
By placing an order the Buyer recognises the following terms and conditions of sale, supply and payment for the duration of the entire business relationship. The Buyer’s terms and conditions of purchase, as well as delivery dates and shipping terms stipulated by him, shall only be binding upon us if we recognise them in writing.
Offer and Conclusion of a contract
Our offers shall be subject to change without notice and non-binding.
The prices quoted by us shall only apply for that specific order. Follow-up orders shall be regarded as new orders. They shall not place us under an obligation to render performance. Prices may increase, insofar as we can prove that the cost to us of wages or materials has increased before the order can be delivered.
The delivery dates and periods quoted by us are not binding. We cannot be held responsible for delays in delivery due to force majeure or difficulties in the procurement of materials, strikes, or shortage of workers and such like and also if it is our suppliers who have been affected, even if we have agreed binding delivery dates. Such circumstances shall entitle us to postpone delivery by the duration of the hindrance plus a reasonable start-up time, or to withdraw from part, or all, of the contract with regard to that part of it not yet carried out. The compensation claim for damages shall be limited to a maximum of 5% of the value of our delivery, which would have been charged had the contract been fulfilled correctly. Compensation claims for damages of any type over and above this amount shall be rejected. We shall be entitled to supply part deliveries at any time.
Passing of risk
The risk of accidental loss and/or accidental deterioration shall pass over to the Buyer when the goods are handed over to the haulier or Buyer. The goods shall be dispatched and insured at the expense of the consignee: we however, shall take out the insurance cover for the goods.
Notification of defects
Defects are to be notified by the Buyer in writing straight away, and within one week from receipt of goods at the destination at the latest. In doing so the special features of the materials and the circumstances pertaining to the individual order are to be taken into account. If notified defects, in correct or unclear stone or jewellery designations are recognised by us, the Buyer may only demand a repair or replacement. We shall not be under any obligation to pay compensation for damages in addition to a repair or replacement.
Reservation of title
The sold goods shall remain our property until all our accounts materialising under our business relationship including those only materialising in the future have been paid and until all drafts and cheques have been honoured. If a balance is struck the reservation of title shall be regarded as a security for all accounts covered by the balance. Our reservation of title shall also cover new things created by processing or finishing which are to be regarded as having been manufactured for us and to which we acquire the ownership or co-ownership after processing or finishing in proportion to the value of the goods subject to reservation of title at the point in time of processing.
The assignment of our goods by bill of sale or pledging of our goods still subject to reservation of title is not allowed. If the goods are nevertheless pledged or seized, the Buyer shall consequently have to inform us immediately and hand over the documents we require to intervene and in all cases in which execution is levied, or seizure, raise an objection immediately by stating our rights as supplier. The accounts against third parties materialising in the event of resale or for another legal reason, likewise the Buyer’s right to surrender of the goods on the basis of our reservation of title, are hereby irrevocably assigned to us here and now as a security; we accept this assignment. It is agreed that all the Buyer’s insurance claims with regard to these goods subject to reservation of title are assigned to us here and now; we hereby accept this assignment.
Stones and jewellery handed over to us for processing or finishing shall be handled by us with the greatest possible care. We shall not, however, accept any liability should damage occur.
Terms of payment
Payment to be made in full within 30 days
"Strictly net" invoices are to be paid in full within 10 days.
If the Buyer fails to pay on time, and is late in handing over bills for acceptance, the Buyer shall be obliged to pay interest on the purchase price at the normal bank lending rate. If the Buyer fails to fulfil his payment obligations, or if a cheque or draft handed over by him is not honoured, he stops making his payments, or if we should become aware of other circumstances questioning the credit-worthiness of the Buyer, we shall consequently be entitled to make all his remaining debt payable with immediate effect, even if we accept cheques. In this case we shall be entitled to demand payment in advance or that securities are furnished.
If sampled offers are sent out, then all the goods sent out shall be regarded as having been purchased by the Buyer if we do not receive the goods back within 14 days.
The Customer shall be responsible for all risks upon the receipt of the goods. The Customer shall be obliged to take out adequate insurance cover for our goods and shall assign his claims against the insurance company from future claims to us in advance as a security. We accept this assignment.
The goods must be sent in compliance with our insurance terms. Dispatch and insurance costs shall be for the Customer’s account. Returns are generally to be transported in the same way as delivery.
Discrepancies shall be subject to agreement in advance.
Goods not owned by us shall not be insured by us, either in transit to us or in transit from us to the Customer. The Customer must not pass over our sample goods to third parties on a sale or return basis or for sampling without our prior written consent.
Our drafts, samples, models and such like shall be regarded as our intellectual property and the Buyer must not make imitations of them or use copies of them in other ways even if we do not have specific proprietary rights for them.
Limitation of liability
Compensation claims for damages for impossibility or performance, positive violation of contractual duty, culpa in contrahendo and from tort asserted not only against us but against our assistants too shall not be admitted, unless the claim is proven to be based upon intent or gross negligence.
Applicable law, Place of jurisdiction, Partial invalidity
These business relationships and all the legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany. By not raising an objection when taking receipt of this form, the Buyer confirms his irrevocable agreement that the place of fulfilment as well as the place of jurisdiction for all legal disputes arising in connection with the contractual relationship, including legal action taken on account of drafts and cheques, shall, for both Parties, only be IDAR-OBERSTEIN, provided that this is allowed by law.
Should a provision in these terms and conditions of business or a provision in other agreements be or become invalid, the validity of the remaining provisions or agreements shall not be affected as a result.