Terms and Conditions of Sale of Palazzina Sports & Building GmbH
– hereinafter: PALAZZINA –
The following terms and conditions are drafted in German and are permanently available online at https://www.palazzina-sports.com
§ 1 Scope of Application / General Provisions
(1) Any deviating, conflicting or supplementary terms and conditions of the customer shall not be binding on PALAZZINA unless PALAZZINA has expressly agreed to their applicability. This shall also apply if PALAZZINA does not expressly object to the applicability of the customer’s terms and conditions or carries out delivery to the customer without reservation.
(2) Legally relevant declarations and notices which the customer submits to PALAZZINA after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of withdrawal or price reduction) must be made in written or text form in order to be valid.
(3) References to statutory provisions are for clarification purposes only. Unless statutory provisions are directly amended or expressly excluded in these terms and conditions, they shall apply even without such clarification.
§ 2 Contract Language
The contract language is German. Only the German language is available to the customer for the conclusion of the contract. If there is also a version of the contract and/or these terms and conditions in another language – e.g. English – the German version shall always prevail.
§ 3 Conclusion of Contract
(1) Offers made by PALAZZINA are always non-binding. If the customer accepts the offer, PALAZZINA shall, at its discretion, either issue an acceptance declaration in text form (e.g. on the offer itself or by separate e-mail) or otherwise indicate that the contract has been concluded with the content of the offer (e.g. by sending an invoice or shipping information).
(2) Upon receipt of an order, PALAZZINA shall issue an acceptance declaration in text form and send it to the customer. The content of this confirmation shall be decisive for the contractual relationship.
(3) Any descriptions of characteristics by PALAZZINA – including during preliminary discussions – shall, unless expressly designated as such, constitute neither a guarantee of quality nor a guarantee of durability.
§ 4 Delivery Periods / Delay in Delivery
(1) Delivery periods or delivery dates are generally non-binding unless otherwise agreed; in particular, no fixed-date transactions are concluded.
(2) PALAZZINA’s delivery and performance obligations are subject to correct and timely self-supply.
(3) If delivery is delayed due to circumstances of force majeure, in particular due to measures in the context of labor disputes such as strikes and lawful lockouts, as well as the occurrence of other obstacles that are unforeseeable for PALAZZINA and for which PALAZZINA is not responsible (unavailability of performance), the delivery period shall be reasonably extended. This shall also apply if such circumstances occur at PALAZZINA’s suppliers. The beginning and end of such obstacles shall be communicated to the customer without undue delay.
(4) If performance is also not available within the new delivery period, PALAZZINA shall be entitled to withdraw from the contract in whole or in part. Any consideration already provided by the customer (e.g. advance payment) shall be refunded to the customer without undue delay.
(5) The customer’s right, after expiry of a reasonable deadline set by the customer, to withdraw from the contract and/or to claim damages for non-performance in accordance with § 9 shall remain unaffected. Likewise, the statutory rights of PALAZZINA shall remain unaffected, in particular those in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance).
§ 5 Delivery / Transfer of Risk / Acceptance / Default of Acceptance
(1) Unless otherwise agreed, deliveries shall be made FCA (PALAZZINA plant Lithuania / Lietuva) INCOTERMS 2020. This shall also be the place of performance for delivery and any subsequent performance. At the customer’s request and expense, the goods shall be dispatched to another destination (sale by shipment). Unless otherwise stipulated, PALAZZINA shall be entitled to determine the type of shipment (in particular the carrier, shipping route and packaging). The necessary export and customs declaration shall be handled by PALAZZINA in accordance with the rules of INCOTERMS 2020.
(2) Partial deliveries by PALAZZINA shall be permissible taking its interests into account, unless they are unreasonable for the customer. Unreasonableness shall exist in particular if partial delivery results in significant additional effort or additional costs for the customer, if the partial delivery cannot be used by the customer within the contractual purpose, or if delivery of the remaining ordered goods is not ensured.
(3) If, in individual cases, the goods are shipped at the customer’s request, this shall be at the customer’s risk. The risk shall pass upon loading onto the means of transport. If transport is delayed for reasons attributable to the customer’s sphere, the risk shall pass to the customer as soon as the delivery is ready for dispatch and PALAZZINA has notified the customer accordingly.
(4) At the customer’s request and expense, transport insurance may be taken out.
(5) Loss or externally recognizable damage to the goods as well as any exceeding of the delivery period must be clearly reported to the carrier upon delivery (§ 438 German Commercial Code – HGB). The customer shall immediately provide PALAZZINA with a copy of the notice.
(6) If acceptance is not made in due time due to the fault of the buyer, PALAZZINA shall, at its discretion, after setting a grace period of 10 days, be entitled either to continue performance of the contract and charge the customer for storage and movement costs, or to withdraw from the contract.
§ 6 Prices / Terms of Payment
(1) The prices stated in the offer or the order confirmation issued by PALAZZINA shall be decisive.
(2) The purchase price shall become due upon conclusion of the purchase contract, unless the parties have agreed otherwise in the contract (e.g. a clause of INCOTERMS 2020 – in particular: “FCA (place of loading)”) – in such case, the due date shall follow the provisions agreed in the contract.
(3) All payments shall be made cashless to the account specified by PALAZZINA.
(4) The purchase price and other costs (e.g. shipping costs, customs duties, etc.) shall – unless otherwise agreed in the contract – be paid no later than 2 weeks after receipt of the goods and the invoice. Upon expiry of the above payment period, the customer shall be in default. During default, the purchase price shall bear interest at the respective statutory default interest rate. PALAZZINA reserves the right to assert further damages caused by default. With regard to merchants, the claim to commercial maturity interest (§§ 352, 353 HGB) shall remain unaffected.
(6) Packaging materials may be charged at up to 1% of the value of the goods.
(7) The customer shall only be entitled to rights of set-off and retention insofar as its claim has been acknowledged by PALAZZINA, is undisputed or has been finally adjudicated.
§ 7 Retention of Title
(1) PALAZZINA retains title to the goods (hereinafter: goods subject to retention of title) until full settlement of all claims to which PALAZZINA is entitled from the purchase contract and the business relationship with the customer, including future claims.
(2) The customer is authorized to resell the goods subject to retention of title in the ordinary course of business. Pledging or transfer by way of security is not permitted. All claims arising to the customer from resale, including all ancillary rights as well as any compensation claims against a credit insurer, are hereby assigned by the customer to PALAZZINA. PALAZZINA hereby accepts this assignment.
(3) At the customer’s request, PALAZZINA shall be obliged to release securities insofar as the realizable value of the securities exceeds the claims to be secured by more than 10%; PALAZZINA shall be entitled to select the securities to be released.
§ 8 Warranty
(1) The customer’s rights in the event of material defects and defects of title shall be governed by the statutory provisions, unless otherwise stipulated below. In any case, the statutory provisions regarding final delivery of the goods to a consumer (§§ 478, 479 German Civil Code – BGB) shall remain unaffected.
(2) The customer’s claims for defects require that the customer has duly complied with its statutory obligations to inspect and give notice of defects (§ 377 HGB).
(3) Subsequent performance shall, at PALAZZINA’s discretion, be effected by remedying the defect or by delivering goods free from defects. PALAZZINA’s right to refuse subsequent performance under the statutory requirements shall remain unaffected.
(4) Claims for damages and claims for reimbursement of futile expenses shall exist in the event of defects only in accordance with § 9 and shall otherwise be excluded.
§ 9 Liability
(1) PALAZZINA shall be liable to the customer in accordance with the statutory provisions for damages and reimbursement of expenses in the event of culpable injury to life, body or health, as well as in cases of intent and gross negligence, fraudulent concealment of a defect or a guarantee assumed by PALAZZINA, and under the Product Liability Act.
(2) PALAZZINA shall also be liable in the event of a slightly negligent breach of an essential contractual obligation. Essential contractual obligations are those whose fulfillment is necessary for the proper performance of the contract in the first place and on whose compliance the customer regularly relies and may rely. In such cases, however, PALAZZINA’s liability shall be limited to compensation for the foreseeable damage typical for the contract.
(3) In all other respects, liability for damages and reimbursement of expenses – irrespective of the legal basis – is excluded.
§ 10 Limitation Period
(1) Claims due to material defects and defects of title shall become time-barred within one year from delivery of the goods. If acceptance is agreed in individual cases, the limitation period shall commence upon acceptance.
(2) The statutory limitation period shall apply to claims under the Product Liability Act or in cases of intent or fraudulent intent, gross negligence, in cases of supplier recourse pursuant to §§ 478, 479 BGB, a defect of title pursuant to § 438 para. 1 no. 1 a) BGB, or where the goods constitute an item pursuant to § 438 para. 1 no. 2 b) BGB that has been used for a building in accordance with its customary use and has caused its defectiveness, or in cases of injury to life, body or health.
§ 11 Data Protection
We ensure compliance with the applicable data protection regulations with regard to the personal data of the customer or its vicarious agents collected, processed and used by us within the scope of the contractual relationship. Further information can be found in our privacy policy.
§ 12 Final Provisions
(1) The contracting parties agree that all legal relationships arising from and in connection with this contractual relationship shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance shall be the registered office of PALAZZINA.
(3) If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly out of or in connection with the contractual relationship shall be the registered office of PALAZZINA or – at PALAZZINA’s option – Düsseldorf.
Status: 01.07.2024
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