Terms and Conditions

The following general terms and conditions are applicable to buyers and the company Trading Group One, hereinafter referred to as the “Seller.” The offers, deliveries, and services of the Seller are exclusively based on these general terms and conditions. General terms and conditions of the buyer or any business partners, as well as agreements deviating from these terms, shall only be valid if explicitly acknowledged in writing by Trading Group One.

The submission of conditions or the execution of an order by the Seller does not expressly validate their applicability. Similarly, any action without written confirmation from the allegedly authorized personnel is irrelevant.

Upon acceptance of the goods or services from Trading Group One, the customer or business partner expressly acknowledges these conditions as binding for them.

§ 1 Order and Purchase Agreement

The purchase agreement is not established upon receipt of the order by the Seller but only through its binding order confirmation. Orders from the Seller are considered accepted only if explicitly confirmed by us through order confirmation or invoicing.

Oral side agreements are legally non-binding and only gain validity through written fixation. Such written side agreements are replaced by the written main contract unless explicitly stated otherwise, indicating their binding nature despite the main contract. Supplements and amendments to the agreements made, including these terms and conditions, require written form for their effectiveness.

§ 2 Liability

Employees of Trading Group One are explicitly not authorized to make oral agreements deviating from this. If such behavior occurs, natural persons are liable. Only written offers from Trading Group One are valid in this regard. To comply with the written form, transmission via fax and email, confirmed by Trading Group One, is sufficient.

Furthermore, employees of Trading Group One are not authorized to perform work or services beyond the written contractual obligations of the Seller. If such work is nevertheless carried out by the Seller’s employees at the buyer’s request, it does not affect the contractual relationship between the Seller and the buyer. In particular, this does not establish contractual obligations between these parties. The Seller’s liability for work performed in this manner is excluded.

§ 3 Delivery Conditions

Our offers are always non-binding. We explicitly reserve the right to withdraw items from the program, even at short notice. Intermediate sales are reserved.

In the event of force majeure and impossibility, the Seller is entitled to refuse delivery, postpone the delivery time in a reasonable manner if possible, or declare withdrawal from the contract. In such a case, the buyer’s claims for damages, regardless of the reason, are excluded.

If the requested goods are no longer available in terms of type or quantity for an order, the buyer will be notified by the Seller and, if desired, supplied at the earliest opportunity. The buyer must notify the Seller of such replenishment requests in writing.

Goods produced as standard are sold based on samples or illustrations. There is no entitlement to the delivery of specific individual or exhibition pieces unless otherwise agreed upon in writing at the time of contract conclusion. Quality claims for the ordered goods can only be made to the extent reasonable or customary for goods in the corresponding category and price range of the ordered goods. Commercially customary and reasonable deviations from dimension data are also reserved.

§ 4 Shipping/Delivery

Shipping and delivery occur at the buyer’s risk and arrangement. They are done carriage forward. Costs for freight, express shipments, and air freight are borne by the buyer. Postal shipments are cleared free, with the corresponding postage charged.

If the buyer chooses the transport company, the provisions regarding pickup apply. In the case of pickup from the factory, costs and liability are borne by the buyer and the collector.

Shipping instructions from the buyer are binding only if previously agreed upon in writing. Deliveries must be checked immediately upon arrival at their destination for numerical completeness and integrity. Claims regarding shortages, deviations, and damages are only possible promptly after receiving the goods. If a shortage or quality defect is detected, the carrier should be instructed to confirm this in writing on the delivery note. The confirmed delivery note, along with the complaint, must be sent immediately to the Seller. In the absence of such confirmation, compensation by the Seller is only possible if the party at fault (carrier) acknowledges the damage even without a confirmed delivery note.

The delivery time is determined individually for each transaction by the Seller and the buyer, taking into account all relevant factors. In general, approximately 3-4 weeks after the binding order from the buyer should be assumed. Unforeseen events beyond the control of the Seller extend the delivery time reasonably, and no compensation claims can be derived from them.

If shipments are agreed upon, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder, or any other party entrusted with transportation.

The Seller only insures the shipment against theft, breakage, transport, fire, and water damage or other insurable risks in writing at the express request of the customer and at his expense. If the shipment or handover is delayed due to a circumstance caused by the customer, storage costs are borne by the customer. The rules of the International Chamber of Commerce in force on the day of order confirmation (INCOTERMS 2010) apply to the use of delivery clauses.

Customs or import regulations of the respective countries are to be regulated by the customer or importer; Trading Group One is not responsible for cultural or political influences of the respective countries and their authorities, such as lawful lockouts, difficulties in obtaining necessary government approvals, etc.

§ 5 Retention of Title

1. (1) The goods remain the property of the Seller until all obligations arising from this contractual relationship are fully fulfilled. (2) The buyer undertakes to preserve the Seller’s ownership even when the delivered goods are intended not directly for the buyer but for third parties, and must expressly notify the recipient of this retention of title.

2. Any change of location and interventions by third parties, especially seizures, must be promptly communicated to the Seller in writing, including the seizure protocol.

3. In the event of non-compliance with the obligations specified in paragraphs 1. (2) and 2., the Seller has the right to withdraw from the contract and demand the return of the goods.

4. In the event of the resale of goods still in our ownership, the buyer commits in advance to assign the claims arising from the resale of these goods to us upon first request. If the retention of title goods is resold together with other goods, you agree to assign the relevant invoice amount to Trading Group One to the extent that the goods in our ownership are included in this invoice amount.

5. The above retention of title is extended in the case of ongoing business relationships or repeated sales of goods to the entire delivered goods remaining the sole property of Trading Group One until full payment. The retention of title extends accordingly with each new delivery as long as claims against the buyer exist, regardless of the specific purchase they arise from.

6. In the event of enforcing the retention of title, the buyer is obligated to return the goods at his own expense to Trading Group One.

§ 6 Transfer of Risk

The risk of having to pay the purchase price despite loss or damage passes to the buyer upon handover.

§ 7 Default

In principle, invoice items become due immediately upon invoicing. For the remuneration claim as consideration for the services provided by the Seller, default occurs in accordance with the legal regulations of § 286 (3) AGB no later than 30 days after invoicing. A reminder is no longer necessary at this point. The decisive time is the receipt of payment on the assigned invoice number.

From the occurrence of default, the buyer is liable for costs incurred due to default. The buyer is particularly liable for default interest, which is calculated at the customary banking rate, but at least 8% above the respective discount rate of the Deutsche Bundesbank.

§ 8 Acceptance Delay

1. If the buyer, after the expiration of a written reasonable grace period set for him with the threat of withdrawing from the contract or claiming damages instead of performance after fruitless expiry of the deadline, remains silent or expressly refuses payment and/or acceptance, the Seller’s claim for performance of the contract remains valid. Instead, the Seller can withdraw from the contract and/or claim damages instead of performance according to clause 3.

2. (1) If the buyer’s default lasts more than one month, the buyer must pay incurred storage costs. (2) The Seller may also use a forwarding agent for storage.

3. (1) As compensation instead of performance in the case of the buyer’s default according to clause 1, the Seller can demand 5% of the purchase price without deductions if the buyer does not prove that no damage occurred or that it did not amount to the lump sum. (3) In the case of particularly high damages, the Seller reserves the right to claim a proven higher damage instead of the lump sum in paragraph (1).

§ 9 Buyer’s Withdrawal

The buyer is only entitled to withdraw if, after the expiration of the agreed delivery period, he requests delivery in writing in these cases, and it is not carried out within a reasonable grace period set by the buyer to the Seller after receiving the buyer’s reminder at the Seller. In the case of a calendar-determined delivery deadline, the set deadline begins with its expiration. The legal provisions on damages instead of performance remain unaffected.

§ 10 Seller’s Withdrawal

1. The Seller’s delivery obligation expires if the manufacturer has discontinued the production of the ordered goods or if cases of force majeure exist that make performance impossible. The condition for this is that these circumstances occurred only after the conclusion of the contract, were not foreseeable at the time of contract conclusion, and the Seller is not responsible for the non-delivery, and he also proves to have made unsuccessful efforts to procure similar goods. The Seller must promptly notify the buyer of these circumstances and refund the consideration received promptly.

2. The Seller is entitled to a right of withdrawal if the buyer has provided incorrect information about essential facts for his creditworthiness, which is likely to jeopardize the Seller’s performance claim in a justified manner. The same applies if the buyer suspends payments due to objective insolvency or files for insolvency proceedings over his assets.

§ 11 Return of Goods

In the case of withdrawal and the return of delivered goods, the Seller is entitled to compensation for useless expenses, use transfer, and depreciation as follows:

1. Replacement for the expenses incurred as a result of the contract in the amount incurred.
2. Clause 1 does not apply to the unwinding of the contract due to effective withdrawal after unsuccessful subsequent performance and in cases of revocation.

§ 12 Warranty

1. The buyer has the right to remedy a defect, with the choice between rectification (repair) or replacement delivery of a defect-free item. In total, the Seller may attempt to rectify the defect twice.

2. The Seller may refuse rectification or replacement delivery if it is only possible with disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the buyer.

3. If subsequent performance has failed or has not been provided within a reasonable period, or has been definitively refused by the Seller, the buyer may withdraw from the contract or demand a reduction in the purchase price.

4. If the buyer chooses withdrawal according to clause 3, he must return the defective goods and compensate for the benefits obtained. For the valuation, the time-based linear depreciation is decisive in the comparison between the actual period of use and the expected total useful life.

5. The warranty does not extend to damages that the buyer is responsible for, such as damages caused by natural wear and tear, moisture, intense room heating, intense exposure to sunlight or artificial light, other temperature or weather influences, or improper treatment.

6. Warranty claims expire according to the respective statutory regulations; the warranty period begins to run with the handover.

7. Otherwise, liability for agreed quality remains unaffected.

§ 13 Payment Terms

Prices are subject to change. Invoicing is based on the prices and discounts valid on the day of order confirmation. The purchase price is due with the confirmation of the ordered goods and must be immediately covered with a bank guarantee or advance payment.

Unless otherwise regulated in the order confirmation, payment is made in Euros through an irrevocable letter of credit, to be issued before delivery, confirmed by an internationally recognized bank. All costs for this are borne by the customer.

All prices are net plus the applicable value-added tax.

For customers wishing to pay in US dollars, the dollar/euro exchange rate will be calculated based on the daily rate of the invoice date.

After the conclusion of the contract, any price changes due to changes in taxes, duties, freight, or other costs may be charged or credited.

In case of exceeding the credit term, default interest of 3% above the National Bank rate will be charged. In case of payment default for even one invoice or payment suspension, all unpaid invoices, regardless of their maturity, become due immediately. In this case, we are also entitled to withdraw from existing orders and transactions. Reminder and collection fees are borne by the buyer.

§ 14 Jurisdiction and Place of Performance

1. The place of jurisdiction for disputes arising from this contractual relationship is the registered office of the Seller; Frankfurt am Main (Hesse). For the place of performance, the legal regulations of the Code of Civil Procedure or the Civil Code generally apply, unless a separate written agreement has been made for international sales transactions.

2. If the buyer does not have a general place of jurisdiction in the country, changes his residence or habitual abode from the country after the conclusion of the contract, or his residence or habitual abode is not known at the time of filing the lawsuit, the place of performance and jurisdiction is the principal place of business of the Seller.