General terms and conditions

General
The following General Terms and Conditions of Purchase and Sale become part of the purchase contract concluded with Klaus Roos. Conflicting or deviating conditions or other restrictions of the buyer or supplier are only accepted with the express written consent of Klaus Roos.

Offers/ Orders
Offers by Klaus Roos are subject to change with regard to price, quantity, delivery period and delivery possibility. Intermediate sales are expressly reserved. Orders of the buyer become binding for Klaus Roos through written or printed confirmations from Klaus Roos (e.g. invoice, delivery note or order confirmation).

Calculation
The prices agreed at the time of conclusion of the contract plus statutory value added tax apply. Invoicing takes place with the delivery unless other terms of payment have been agreed.

Payment
Invoices shall be paid or settled in cash or by bank transfer within the agreed payment period after the respective invoice date. If the payment deadline is exceeded, interest in the amount of 4% above the respective discount rate of the Deutsche Bundesbank can be charged, unless Klaus Roos itself has to fulfil interest obligations exceeding this. In case of delay, the legal rights to claim damages for non-fulfilment as well as to withdraw from the contract are reserved. In addition, any residual debts arising from the contractual relationship shall become due immediately.
The term of payment is noted in writing on the invoice from Klaus Roos under " payable by ".
This date with the noted payment date is binding for the contractual partner.
The submission of cheques and bills of exchange requires the express consent of Klaus Roos. They are made on account of payment. The maximum term for bills of exchange is ninety days after the invoice date.
Discount, bill of exchange charges and similar Charges from thirty days after the invoice date are to be borne by the contract partner.
If there are justified doubts about the solvency or creditworthiness of the contracting party and if the contracting party is neither prepared to pay in advance nor to provide suitable security despite a corresponding request, Klaus Roos is entitled to withdraw from the contract insofar as no performance has yet been made by Klaus Roos.
Down payments and advance payments are to be made plus value added tax.
Payments are only considered to be effected when the amount is finally available on an account of Klaus Roos.
Klaus Roos reserves the right to use payments, irrespective of any provision of the contracting partner, first to settle the oldest invoice items due plus the default interest and costs accrued therefrom. This shall be done in the statutory order: costs, interest, principal claim.
The contractual partner's right of retention is excluded. The contract partner may only offset with undisputed or legally established counterclaims.
The delivery period of Klaus Roos is suspended as long as the contracting partner is in arrears with an obligation towards Klaus Roos, either in whole or to a considerable extent.

Delivery
Klaus Roos endeavours to deliver as quickly as possible at all times. There are no fixed delivery periods, unless this has been expressly confirmed in writing by Klaus Roos upon conclusion of the contract.
If a delivery date has been agreed, the buyer has to set an appropriate extension in case of a delay on the part of Klaus Roos. This must be at least two weeks.
In case of timely and correct delivery, the contract partner is obliged to immediate acceptance.
The day of delivery is deemed to be the day on which the goods leave a Klaus Roos warehouse. If this cannot be determined, the day on which the goods are made available is deemed to be the day of delivery.
If packaging material is provided by the manufacturer, the manufacturer's special terms and conditions apply additionally, if applicable.

Dispatch
Klaus Roos reserves the right to choose the shipping route and the shipping partner. Additional costs resulting from special shipping requests of the contracting partner are to be borne by him.
The same applies to increases in freight rates, storage costs, any additional costs due to imponderables etc. occurring after conclusion of the contract, unless freight-free delivery has been agreed.
The transfer of risk for destruction, loss or damage of the goods is transferred to the contractual partner with their dispatch or, in the case of self-collection, with the provision of the goods.
Transport insurance by Klaus Roos is only taken out at the express request of the contracting partner and against corresponding reimbursement of costs incurred by Klaus Roos.

Notice of defects
Notifications of defects will only be considered if they are made immediately, at the latest, however, within one week after the arrival of the goods, providing receipts, samples, packing slips, conclusive pictures and signatures on the packaging, if applicable. The invoice number and date must be provided.
In the case of hidden defects, the written complaint must be made immediately, at the latest, however, within 2 months after receipt of the goods. The burden of proof for the hidden defect lies exclusively with the contractual partner.
Rejected goods may only be returned with the express consent of Klaus Roos. Only then can the resulting costs be borne by Klaus Roos.
Transport damages must be claimed by the contract partner immediately upon delivery of the goods to the carrier and recorded under witnesses in order to avoid the loss of claims for damages.
Subsequent complaints of transport damage cannot be considered.


Brokerage commissions/ customer protection
Brokerage commissions agreed by Klaus Roos to third parties relate only to the contractually agreed individual transaction. Commissions on follow-up transactions with the respective customer are not granted. There is no customer protection for the agent vis-à-vis Klaus Roos. Verbal agreements with Klaus Roos are only valid after legally binding written basis.
Brokerage commissions are only paid after written agreement with the broker. The commission rate must be confirmed in writing for each transaction in advance by both parties in % and or EURO.
Commission payments are only due for payment after payment has been made by the buyer and after final availability on the account of Klaus Roos plus 10 days.
Any subsequent claims or claims for damages by the buyer reduce the commission and are to be reimbursed by the agent to Klaus Roos. Agreements between Klaus Roos and the agent do not affect the customer.

Retention of title
The goods only become the full property of the buyer when he has settled all his liabilities from the business relationship with Klaus Roos, including ancillary claims,
claims for damages and encashment of cheques or bills of exchange.
In the case of current invoices, the reserved property is also considered as security for balance claims against Klaus Roos. The buyer is entitled to use the delivered goods in the normal course of business,
as long as he is not in default. Pledging or transfer of ownership by way of security is expressly prohibited.
Klaus Roos is entitled, without setting a grace period and without withdrawing from the contract, to demand the return of the goods subject to retention of title from the buyer, if he is in default with the fulfilment of his obligations towards Klaus Roos. Alternatively, Klaus Roos is entitled to demand advance payments. The taking back of the reserved goods only constitutes a withdrawal from the contract if Klaus Roos expressly declares this in writing.
If the buyer sells the goods delivered by Klaus Roos, regardless of their condition, he immediately assigns to Klaus Roos the claim from the delivery of goods arising from the sale.
At the request of Klaus Roos, the buyer is obliged to immediately disclose any assignment to third parties and to hand over the information and documents required to assert the rights of Klaus Roos against third parties.
If goods subject to retention of title are sold together with other items at a total price, the assignment is limited to the proportionate amount of the invoice of Klaus Roos for goods subject to retention of title that are also sold.

Force majeure/ impediments to contract
Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable shortages of labour, energy, raw materials or supplies,
official orders or other hindrances for which the party obliged to perform is not responsible, which reduce, delay, prevent or make unreasonable the production, dispatch, acceptance or consumption, shall release the party from the obligation to deliver for the duration and scope of the hindrance. If, as a result of the disruption, delivery is delayed by more than eight weeks from the reasonable or agreed delivery date, both contracting parties shall be entitled to withdraw from the contract. In the event of partial or complete discontinuation of Klaus Roos' source of supply, irrespective of its nature, Klaus Roos is not obliged to make covering purchases from third parties. In this case, Klaus Roos is further entitled to compile partial deliveries from the available quantities of goods, taking into account any own requirements, and to distribute them among the buyers at its own discretion.

Ordered goods
The supplier confirms to Klaus Roos that the articles delivered by the supplier are marketable worldwide, i.e. that they comply with the legal provisions applicable in Germany with regard to content and packaging as well as the information contained on them.
comply with the legal provisions applicable in Germany. They are original goods, free from third party rights and freely marketable on the worldwide market. Customs and tax regulations were complied with during import. The goods were purchased in the ordinary course of business. If the goods do not comply with the contractual provisions, the seller is obliged to take back the goods step by step against repayment of the purchase price, subject to further claims. The supplier undertakes to indemnify Klaus Roos from all claims of third parties arising from an alleged possible infringement of rights and to reimburse any expenses incurred.

Place of jurisdiction/ place of performance/ effectiveness clause
The exclusive place of jurisdiction for both parties is Biberach. The place of performance for the delivery is the respective shipping point. For payment Biberach.
Should individual provisions of these terms and conditions of purchase, sale and delivery be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions or parts thereof or the underlying contractual relationship. A possible invalid provision shall be replaced by the parties by a provision which comes as close as possible to the economic purpose of the invalid provision.