Terms of service
GENERAL TERMS AND CONDITIONS
1) Scope of application
The General Terms and Conditions apply to all orders placed with the B2B Online Shop of Helene Galwas GmbH, as well as to purchases made directly with our sales representatives, distributors or agencies! You can contact us at any time at firstname.lastname@example.org.
The offer of goods in our B2B online portal is directed exclusively to buyers who have reached the age of 18 as well as to regular merchants and companies.
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions! The General Terms and Conditions apply to companies and therefore also to all future business relations, even if they have not been expressly agreed again. The inclusion of the general terms and conditions of a customer, which do not correspond to our general terms and conditions, is generally contradicted.
Contract language is exclusively German and English. In case of doubt, the German version shall prevail.
The currently valid General Terms and Conditions can be found on the website https://helenegalwas.com/.
2) Content of the contract
The delivery of the goods takes place on specific dates (working day or agreed calendar week). All sales are concluded only for certain quantities, items, qualities and fixed prices. The seller reserves the right to make partial deliveries and deliveries within the statutory additional delivery period of 21 days.
I. Both parties are bound by this.
II. orders can be placed both offline and online via the B2B portal.
III. commission business will only be carried out with a separate contract and in exceptional cases.
1. orders in the B2B online portal
The presentation of goods in the B2B online store does not constitute a binding application for the conclusion of a purchase contract. Rather, it is a non-binding invitation to reserve or order goods in the B2B online store.
By clicking on the button ["order now with obligation to pay/pre-order/purchase"] you submit a binding offer to purchase (§145 BGB). Immediately before submitting this order, you can check the shopping cart again and correct it if necessary.
After receipt of the purchase offer, you will receive an automatically generated e-mail with which we confirm that we have received your order.
This confirmation of receipt does not yet represent an acceptance of your purchase offer, a contract is therefore not yet concluded.
A proper purchase contract is only concluded when we expressly confirm or declare acceptance of the purchase offer by means of an order confirmation or when we ship the goods to you - without prior, express declaration of acceptance.
Exception: in case of payment in advance and PayPal, the acceptance of the order takes place immediately with your order.
The prices stated on the product pages do not include the statutory value-added tax and other price components and do not include the respective shipping costs.
4) Terms of payment
The payment is made alternatively:
- Purchase on account
- Apple Pay
- Store Pay
- Google Pay
- Instant Bank Transfer
The selection of the available payment methods is up to us. In particular, we reserve the right to offer you only selected payment methods for payment. (To protect our credit risk, for example, only credit card).
When paying by credit card, the purchase price will be reserved on your credit card at the time of the order (authorization). The actual charge to your credit card account, occurs at the time we ship the goods to you.
When paying with PayPal, you will be redirected to the website of the online provider PayPal during the ordering process. In order to pay the invoice amount via PayPal, you must be registered there or register first, legitimize with your access data and confirm the payment instruction to us. After submitting the order in the online store, we request PayPal to initiate the payment transaction. You will receive further instructions during the ordering process. The payment transaction is automatically carried out by PayPal immediately afterwards. The same applies to all other external payment providers.
5) Cancellation policy
The right of revocation for consumers, in the sense of §§13 BGB are, which thus the purchase for purposes, which can be added predominantly neither your commercial nor your independent vocational activity, is impossible on the B2B portal.
6) Interruption of delivery
1. in the event of force majeure, industrial action for which one of the contracting parties is not responsible and other operational disruptions for which it is not responsible and which have lasted or are expected to last longer than one week, the delivery or acceptance period shall be extended without further ado by the duration of the hindrance, but by no more than 6 weeks. The extension shall only come into effect if the other party is immediately informed of the reason for the hindrance or as soon as it is foreseeable that the delivery or acceptance deadline cannot be met.
2. if the delivery or acceptance in the cases mentioned in No. 1 has not taken place within the extended delivery or acceptance period, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days to be set.
3. claims for damages are excluded in the cases mentioned in item 1, if the respective contracting party has fulfilled its obligation according to item.
7) Period for subsequent delivery
1. After expiry of the delivery period, a subsequent delivery period of 21 calendar days shall be set without explanation.
2. for stock goods ready for dispatch and NOS goods - "never-out-of-stock" - the subsequent delivery period shall be 14 working days. In the event of non-delivery, the buyer must be informed immediately. 3.
3. before expiry of the subsequent delivery period, claims of the buyer due to delayed delivery are excluded, insofar as the points listed under 8 points 2 and 3 do not apply.
8) Notice of defects
1. In case of obvious defects, notifications of defects shall be sent to the Seller within 12 calendar days after receipt of the goods at the latest. The Buyer shall notify the Seller of hidden defects as soon as they are discovered.
2. after cutting or otherwise started processing of the delivered goods, any complaint about obvious defects is excluded.
Minor, technically unavoidable deviations in quality, color, width, weight, equipment or design may not be objected to. This shall also apply to deviations customary in the trade, unless the Seller has declared in writing that the delivery is true to sample.
4. in the case of justified complaints of obvious defects, the buyer has, at the seller's discretion, the right to rectification or delivery of defect-free replacement goods within 21 calendar days after return of the goods. In this case, the seller shall bear the freight costs. If the non-fulfillment has failed, the Buyer shall exclusively have the right to reduce the purchase price or to withdraw from the contract, unless 8 clauses 2 and 3 are applicable.
5. In the case of a hidden defect, the Buyer shall only have the right to reduce the purchase price or withdraw from the contract, unless 8 items 2 and 3 apply.
6. if the notice of defect has not been made in due time, the goods shall be deemed to be approved.
1. claims for damages by the purchaser are excluded, unless otherwise provided for in these terms and conditions.
2. the exclusion in number 1 does not apply, as far as a liability exists after the product liability law, with resolution, rough negligence of owners, their legal representatives and/or leading employees, with bad cunning, with Nichteinhaltung of an taken over warranty, with the culpable injury of the life, the body or the health as well as with culpable injury of substantial contract obligations; substantial contract obligations are such, whose fulfillment coin the contract and on which the buyer may trust. However, a claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another case mentioned in sentence 1 applies.
1) The invoice shall be issued on the date of delivery or provision of the goods. A postponement of the due date (value date) is generally excluded.
1.1 Invoices are payable
a. within 3 days after issuance of the invoice and shipment of the goods with 2% express discount
b. from day 11 to 30 after invoicing and dispatch of goods without deduction.
c. from day 31 default occurs according to 286 paragraph 2 No. 1 BGB.
In the case of new customers or customers in arrears, the seller reserves the right to insist on advance payment.
11) Payment after due date
1. In the event of payments after the due date, interest shall be charged at a rate of 9 percentage points above the respective base interest rate within the meaning of §247 of the German Civil Code (BGB). Otherwise, §288 BGB shall apply. 2.
2. the Seller shall not be obliged to make any further deliveries under the current delivery contracts before full payment of the invoice amounts due, including interest. The Seller reserves the right to claim damages for delay. 3.
3. In the event of a significant deterioration of the financial situation, e.g. imminent insolvency or default in payment, the Seller may, in the case of all delivery contracts based on the same legal relationship, refuse the performance incumbent upon him or, after setting a grace period of 12 calendar days, withdraw from these delivery contracts. In all other respects §321 BGB shall apply.
12) Offsetting and retention
Offsetting and retention of due invoice amounts shall only be permissible with undisputed or legally established claims and insofar as these are not claims for damages which are closely related to the Buyer's claim for defect-free performance of the contract.
13) Retention of title
a. The goods remain the property of the seller until full payment of all claims, from deliveries of goods of the entire business relationship, including ancillary claims, claims for damages and the cashing of checks and bills of exchange! The retention of title also remains in force if individual claims of the seller are included in a current invoice, the balance is drawn from this and recognized.
b. If the goods subject to retention of title are combined, mixed or processed by the Buyer to form a new movable item, this shall be done on behalf of the Seller without the Seller becoming obligated as a result. By the connection, mixing or processing the buyer does not acquire the property in accordance with § 947 ff. BGB (German Civil Code) to the new item. In the event of combination, mixing or processing with items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of its reserved goods to the total value.
c. If a central regulating office is involved in the business transaction between the seller and the buyer, which takes over the del credere, the seller transfers the ownership to the central regulating office with the condition precedent, the payment of the purchase price by the central regulator. The buyer is released only upon payment by the central regulator.
d. The Buyer shall be entitled to further sale or further processing only subject to the following conditions:
i. The Buyer may only sell or process the reserved goods in the ordinary course of business, provided that his financial circumstances do not subsequently deteriorate significantly.
ii. The Buyer hereby assigns to the Seller the claim with all ancillary rights arising from the resale of the reserved goods - including any balance claims. The Seller accepts this assignment.
iii. If the goods have been combined, mixed or processed and the Seller has acquired co-ownership in the amount of its invoice value, it shall be entitled to the purchase price claim in proportion to the value of its rights in the goods.
iv. If the Buyer has sold the claim within the scope of genuine factoring, the Buyer shall assign the claim against the factor replacing it to the Seller and shall forward its sales proceeds to the Seller pro rata to the value of the Seller's rights to the goods The Buyer shall be obliged to disclose the assignment to the factor if it is more than 10 calendar days overdue with the settlement of an invoice or if its financial circumstances deteriorate significantly. The Seller accepts this assignment.
v. The Buyer is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire in the event of default of payment by the Buyer, or in the event of a significant deterioration of the Buyer's financial circumstances. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims himself. For the assertion of the assigned claims, the Buyer must provide the necessary information and permit the verification of this information. In particular, upon request, he shall provide the Seller with a precise list of the claims to which he is entitled, including the names and addresses of the purchasers, the amount of the individual claims, the invoice date, etc. The Purchaser shall also provide the Seller with a list of the claims to which he is entitled.
1. If the value of the security existing for the Seller exceeds the total claims of the Seller by more than 10 %, the Seller shall be obligated to release securities of its choice upon request of the Buyer.
2. pledging or transfer of ownership by way of security of the reserved goods or the assigned claims shall not be permitted. The Seller shall be informed immediately of any seizure, stating the name of the seizure creditor.
3. If the Seller takes back the delivery item in exercise of its right of retention of title, this shall not automatically constitute a withdrawal from the contract. The seller can satisfy himself from the taken back goods subject to retention of title by private sale.
4. The Buyer shall store the reserved goods for the Seller free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer hereby assigns to the Seller his claims for compensation to which he is entitled against insurance companies or other parties liable to pay compensation as a result of damage of the aforementioned kind to the amount of the invoice value of the goods. The Seller accepts the assignment.
5. all claims as well as rights arising from the retention of title to all special forms stipulated in these terms and conditions shall remain valid until full release from contingent liabilities (check-bills of exchange) entered into by the Seller in the interest of the Buyer. In the case of sentence 1, the Buyer shall in principle be permitted to engage in factoring for its outstanding accounts. However, he shall inform the Seller thereof before entering into any contingent liabilities.
14) Applicable Law
The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.
1. The place of performance for all services arising from the delivery contract shall be the place of the Seller's place of business.
2. the delivery of the goods takes place from the domestic factory or warehouse. These shipping costs shall be borne by the Buyer. The Buyer may determine the carrier.
3. packing costs for desired special packaging are borne by the buyer.
4. sorted and, in the case of combinations, partial shipments suitable for sale must be made promptly and must be announced in advance. Unsorted ones are permissible only with the consent of the buyer.
5. if, due to the fault of the buyer, acceptance does not take place on time, the seller shall be entitled, at his discretion, after expiry of a grace period of 12 calendar days to be set, either to invoice the goods with immediate maturity (invoice for arrears) or to withdraw from the contract or to claim damages.
15) Place of Jurisdiction
The place of jurisdiction is Munich.
16) Severability clause
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which most closely approximate the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract proves to be incomplete.