General Terms and Conditions of double loop GmbH
- The present General Terms and Conditions of double loop GmbH (hereinafter also referred to as “we” or the “Vendor”) apply exclusively; the Customer agrees to them by placing an order and they apply equally for future business transactions, even where they are not explicitly referenced but the Purchaser has received them with an order confirmed by us. If the order deviates from these General Terms and Conditions, then even in this case, only these General Terms and Conditions shall apply, even if we do not raise an objection. Deviations thus only apply if we have expressly recognized these in writing.
- Where, in the context of presentations etc., images from double loop GmbH websites are used, the Customer undertakes to comply with the provisions of the Agreement that double loop GmbH has concluded with Fotolia LLC or similar providers in relation to sublicensing images. In any case, the Customer itself is responsible for use of the above-mentioned documents, which, as a rule, must only be used for the Customer’s own purposes and not for public use.
- All payments shall be made with discharging effect exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Straße 30 – 34, 65760 Eschborn, Germany, to which we have assigned present and future claims from our business relationships. We have also assigned our reservation of title to VR FACTOREM GmbH.
- We are entitled to assign claims from our business relationships. Set-off by the Purchaser with counterclaims is excluded, unless the counterclaims are undisputed or have been finally determined by a court. Assertion of a right of retention by the Purchaser is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been finally determined by a court.
- Retention of title:
(1) Until fulfilment of all demands (including all demands relating to a current account balance), which the Vendor is entitled to make, on any legal grounds, against the Purchaser, now or in future, the goods remain the property of the Vendor. Processing or reconfiguration is always carried out for the Vendor as manufacturer, but without any obligation. Where the Vendor’s ownership expires due to combination, it is hereby agreed that the Purchaser’s ownership shall be transferred to the Vendor in proportion of the value of the Vendor’s item to the proportion of the combined item. The Purchaser shall store the Vendor’s property free of charge. Goods for which the Vendor is entitled to ownership are referred to hereinafter as goods subject to retention of title.
(2) The Purchaser is entitled to process and dispose of the goods subject to retention of title in the ordinary course of business, so long as it is not in default. Pledging of goods or their assignment as security is not permitted. The Purchaser hereby assigns to the Vendor as security and in their full extent any claims resulting from the resale or on another legal basis in relation to the goods subject to retention of title. The Vendor provides revocable authorization to the Purchaser to collect the claims assigned to it for the Purchaser’s account and in its name. This authority to collect can only be revoked if the Purchaser fails to fulfil its payment obligations in the proper manner.
(3) In the event of third party access to the goods subject to retention of title, in particular, seizure, the Purchaser shall provide notification of the Vendor’s ownership and shall inform the latter immediately, so that the Vendor can enforce its proprietary rights. Insofar as the third party is not in a position to reimburse the Vendor court or out-of-court expenses in this connection, the Purchaser shall be liable for these costs.
(4) Where the Purchaser acts contrary to contractual agreement, in particular, where the Purchaser is in default of payment, the Vendor is entitled to withdraw from the Contract and to demand surrender of the goods subject to retention of title. Assertion of rights under retention of title does not necessitate withdrawal from the Contract, unless the debtor is the user.
- The limitation period for claims for defects begins upon delivery. Where the Customer is entitled to assert claims for defects, it initially has only a right to supplementary performance within a reasonable period. Supplementary performance constitutes, at the discretion of the Vendor, either rectification or delivery of a new object of purchase. The Customer’s interests shall be given appropriate consideration when either option is selected. The limitation period for claims for defects is one year. This does not affect the claims set out at Article 7.
- Claims for damages against double loop GmbH, irrespective of their legal grounds, only arise insofar as the latter is culpable of wilful intent or gross negligence. Where an obligation is violated by simple negligence and where compliance with this obligation is of fundamental significance for achievement of the contractual purpose (cardinal obligation), liability is limited to the amount of contractually-typical, foreseeable damages. Paragraphs 1 and 2 do not apply in the event of violations of obligations which result in injury to life, limb or health.
- This agreement is exclusively governed by the law of the Federal Republic of Germany to the exclusion of the provisions of the Vienna UN Sales Convention. The exclusive place of jurisdiction is, at our discretion, the headquarters of the Purchaser or Frankfurt am Main.