ALLGEMEINE GESCHÄFTSBEDINGUNGEN
der Firma 

ADRESSFIT GMBH       

Unless otherwise agreed in writing, the following conditions shall apply to the contractual relationship. Upon performance of the first delivery under these conditions, the recipient recognizes these as being exclusively binding for all further deliveries as well. 

Should the recipient have contradictory standard terms and conditions, these shall only apply if we have expressly recognized them in writing.  If not recognized, we shall not be bound by them even if we do not expressly contradict them.

1. Order

 1.1. Orders and amendments to them are only valid if they have been issued or confirmed by us in writing.

 1.2. The recipient must immediately correct the order/amendment in writing, if in his opinion parts of the order confirmation are not in conformance with his request. If, however, we do not receive an amendment within 8 days of receipt of the order confirmation – but no later than the day of delivery – the order confirmation shall apply as the contractual basis.

 1.3. Should the recipient of our deliveries cease payments or if bankruptcy proceedings are instituted against its assets or if judicial or extra-judicial composition proceedings are instigated, we shall be entitled to rescind the contract notwithstanding other rights.

 1.4. We shall also have the option to make recordings of telephone conversations.

 2. Delivery/packaging

2.1 Packaging costs, warehousing charges and all ancillary dispatch costs shall be borne by the recipient unless otherwise agreed. This shall also apply to additional costs incurred as a result of having to rush the delivery at the instigation of the recipient. The special regulations applicable to container transport shall remain unaffected.

For suppliers, our ”Standard Terms and Conditions of Purchase for Suppliers” shall apply.

3. Acceptance-notice of defects

3.1   Neither we nor the recipient are obliged to accept surplus or short deliveries.

 3.2. Suspensions of work (strikes and lockouts), operating disruptions as well as similar situations that occur in our company or that of our supplier which lead to a delay in delivery shall be considered as force majeure and exempt us from making the delivery for the duration and to the extent of the disruption.

 3.2. The values determined during our goods-out check and quality examination shall be binding for the weight, quantities and quality.

 3.3. The recipient must make any complaints in writing within 8 days of receipt of the delivery. Complaints submitted after that date shall no longer be recognized, if the investigations into them would cause us an unreasonably heavy workload. We expressly reserve the right to take such decision.

Complaints can only be recognized if we have rendered services that differ from the order confirmation. The reason for the complaint must be set out so that it can be traced and investigated. Complaints made by telephone or even email cannot be accepted.

4. Prices and payment

 4.1. The prices set out in the order confirmation are fixed prices. All public duties such as taxes, customs, stamp charges etc. shall be borne by the recipient.

 4.2. Payment shall be made within 30 days of receipt of goods, unless other diverging conditions have been agreed in writing. New customers shall pay in advance or in conjunction with receipt of the order.

 4.3. All payments received after that time shall be charged interest at 1.5% per month from the due date for every started month of delay.

 5. Warranty

 5.1. Our warranty obligation is based on the statutory conditions, unless otherwise indicated below.

5.2. The customer is not entitled to demand compensation from us that exceeds the purchase price. To this end, he must prove that the damage was caused by a faulty delivery and that it was unforeseeable and unavoidable.

 6. Contractual penalty in the case of breach of contract

 6.1. All addresses may only – unless otherwise expressly agreed in writing – be used once by the agreed user. They may neither be copied nor be saved on any duplication facility in any manner. This is not a matter of whether the duplicates have actually been made. Multiple use can also exist if the addresses were used on the one hand for advertising mail shots and also for telephone marketing.

The supplied addresses may be saved for a short-term period of up to three months maximum after they have been used, for the purposes of advertising success checks.

Upon expiry of that period, the addresses must be deleted under all circumstances.

It is not permitted to enclose the advertising materials of third parties with the recipient’s own advertising mail shot.

Providing the addresses received to third parties for multiple use or to create an opportunity for duplication is likewise prohibited. We will monitor compliance with this agreement by enclosing a number of camouflaged addresses with every list of addresses.

Where addresses with telephone numbers are delivered, we will also record all calls to these numbers. Your consent to this recording is therefore a prerequisite for each delivery.

 6.2. In the event that the above conditions are breached – even if this breach is due to negligence – the recipient shall be obliged, notwithstanding other compensation claims, to pay a contractual penalty for each instance of non-compliance. This penalty shall be 10 times the amount of the invoice that was issued for the delivery which contained the misused addresses.
In this case the number of addresses which were used inappropriately is not taken into consideration. The presentation of one check address is sufficient to prove the breach.

 6.3. We shall only deliver addresses to other address publishers, address dealers, letter shops and purchasers, who order for third parties or further provide the addresses to third parties on the provision that the protective conditions set out above in 6.1. and 6.2. are also part of the transactions conducted with the supplied addresses.

The recipient of the invoice for the addresses supplied is obliged in the case of a breach of contract on the part of his customer to cede any corresponding claims to us. Should our invoice recipient fail to agree the protective conditions as part of the contract with its customers, he shall pay the contractual penalty himself in the event of a use that infringes the contract.

 7. Advertising

 7.1. In its advertising the recipient may only indicate his business relationship with us if we have given our prior written consent.

 7.2. With an order or inquiry the recipient declares its consent to its address data being saved for our own advertising purposes and permits us to send him information and offers from well-known companies and institutes within the framework of advertising in written form, by telephone or by electronic means. We sometimes use external service providers for technical implementation.

8. General terms and conditions

 8.1. The recipient requires our consent to assign claims and to transfer the task of collecting claims against us to third parties.

8.2. The law of the Federal Republic of Germany shall apply exclusively. The application of laws on the international sale of goods shall be excluded.

 8.3. Should a provision of the contract or of these conditions between the recipient and us be or become ineffective, this shall not affect the validity of any part of the remaining contract. The contracting parties shall be obliged to replace the ineffective provision with one that in terms of its commercial effect comes closest to the relevant regulation, ensuring that this does not effect any changes to the contract contents.

 8.4. The cancellation, amendment and supplementation of these terms and conditions of business requires written form. Oral agreements including those regarding the abolition of written form are null and void.

 8.5. The court venue is Cologne

   

Standard Terms and Conditions of Purchase for Suppliers

 

Unless otherwise agreed in writing, the following conditions shall apply to the contractual relationship. Upon performance of the first delivery under these conditions, the supplier recognizes these as being exclusively binding for all further deliveries as well.

Should the supplier have contradictory standard terms and conditions, these shall only apply if we have expressly recognized them in writing. If not recognized, we shall not be bound by them even if we do not expressly contradict them. The same shall apply, if we accept ordered goods or render payment in whole or in part.

1. Order

 1.1. Orders and amendments to them are only valid if they have been issued or confirmed by us in writing.

 1.2. The supplier shall confirm the order/amendment immediately in writing if it is not immediately executed by it. If, however, we do not receive a proper and correct confirmation within 14 days of receipt of the order/amendment, we shall be entitled to rescind the order without the supplier being able to derive any claims from this.

 1.3. In the event of orders that have not yet been fulfilled or only partially so, we shall be entitled at all times to demand changes in terms of content, deliveries and the delivery period

 1.4. Should the supplier cease payments or if bankruptcy proceedings are instituted against its assets or if judicial or extra-judicial composition proceedings are instigated, we shall be entitled to rescind the contract notwithstanding other rights.

2. Delivery

 2.1. The deliveries shall be performed at the agreed delivery date or after our delivery call as appropriate.

 2.2. Agreed delivery dates shall be binding.
If the supplier does not comply with a delivery deadline or if he repeatedly exceeds the deadlines specified in our delivery calls, we shall be entitled to demand at our discretion a subsequent delivery and compensation for the delayed delivery or compensation due to non-compliance or to rescind the contract. The goods to be delivered shall be packaged as standard or, if we so request, according to our instructions with other special packaging.
The supplier shall comply with the specifications of the relevant transporter, forwarding agents and/or carriers. The supplier shall be liable for damages incurred as a result of inadequate packaging. He shall also be liable for the loss of a consignment by the transporter or for circumstances that are not attributable to us.

 2.3. Packaging costs, warehousing charges and all ancillary dispatch costs shall be borne by the supplier. This shall also apply to additional costs incurred as a result of having to rush the delivery due to circumstances attributable to the supplier. The special regulations applicable to container transport shall remain unaffected.

 3. Acceptance-notice of defects

 3.1. The supplier is not entitled to make surplus or short deliveries. If a delivery call has been made, we shall only be obliged to accept the quantities bindingly stipulated therein. We shall be entitled to return deliveries that are made before the agreed deadline, at the expense and risk of the supplier or to charge warehousing charges.

 3.2. Suspensions of work (strikes and lockouts), operating disruptions as well as similar situations that occur in our company or that of our supplier which lead to a reduction in consumption shall be considered as force majeure and exempt us from making the delivery for the duration and to the extent of the disruption.

 3.3. The values determined during our goods-in check and quality examination shall be binding for the weight, quantities and quality.

 3.4. The supplier shall waive his right to object to delayed non-conformance reports. Our terms and conditions of payment do not constitute an unconditional acceptance of the goods.

 3.5. Correspondence which can verifiably be traced back to faults of the supplier shall be charged at a lump sum of €1 per line, but no less than € 10. For traders who are entitled to deduct input tax these amounts shall apply net plus VAT where permissible under law. These shall include all dictation, correction and dispatch costs.

4. Prices and payment

 4.1. The prices set out in the order are fixed prices. All public duties such as taxes, customs, stamp charges etc. shall be borne by the supplier.

 4.2. Payment shall be made once the goods have been received as contractually agreed, subject to receipt of a proper invoice and an internal check of the goods, after 30 days on either the 5th or the 20th of the subsequent month as applicable or, if agreed in writing, within eight days less a 3% discount.

Deliveries rendered and accepted before the agreed delivery deadline shall only be deemed to have been received as at that deadline.

 4.3. The choice of payment means is ours. We shall endeavour where possible to fulfil any special requests made by the supplier for a € 20 lump sum cost compensation.

Currently the following means of payment apply as standard: All sums shall be paid by bank transfer. Non-German companies in EU countries must quote their IBAN code.

If German customers do not supply their bank details these shall receive an order cheque less the sum of € 10 as a cost compensation.

 4.4. If a defect under warranty exists, we shall be entitled to refuse payment until the fault has been properly and duly eliminated.

5. Warranty

 5.1. The warranty obligation of the supplier is based on the statutory conditions, unless otherwise indicated below.
We shall be entitled, at our discretion, to demand an improvement free of charge or the delivery of fault free goods. In urgent cases, we shall be immediately entitled to perform fault elimination ourselves at the expense of the supplier or to have such work performed by a third party or to procure a replacement by other means. The same shall apply if the supplier enters into default with respect to its warranty obligations.

 5.2. We are entitled to demand compensation from the supplier in the event that a claim is brought against us as a result of an infringement of stipulations. The claim against us must be causally linked to a noncompliant delivery on the part of the supplier.  There is one exception to this: where the supplier can prove that the damage was unforeseeable and unavoidable.

 6. Means of production

 6.1. The means of production such as models, samples, drawings, catalogues, computer files and similar which we make available to the supplier shall be returned to us upon request.

 6.2. The supplier must retain any means of production produced or procured by him from the time of the last serial production for a period of 10 years in order to meet the demand for spare parts. The latter shall supply us with objects produced using the means of production at our request.
6.3. The means of production provided to the supplier or produced in accordance with our instructions may not be duplicated, disclosed, used as security, mortgaged or otherwise handed over to or used by third parties in any form without our express written agreement. The same shall apply to goods or virtual lists produced using these means of production.

 7. Confidentiality - advertising

 7.1. The supplier is obliged to consider the order and the resultant works as well as all associated technical and commercial documentation and facilities as a business secret and to treat the same in the strictest confidence.

 7.2. In its advertising the supplier may only indicate his business relationship with us if we have given our prior written consent.

 8. General terms and conditions

 8.1. The supplier requires our consent to assign claims and to transfer the task of collecting claims against us to third parties.

 8.2. The law of the Federal Republic of Germany shall apply exclusively. The application of laws on the international sale of goods shall be excluded.

 8.3. Should a provision of the contract or of these conditions between the supplier and us be or become ineffective, this shall not affect the validity of any part of the remaining contract. The contracting parties shall be obliged to replace the ineffective provision with one that in terms of its commercial effect comes closest to the relevant regulation, ensuring that this does not effect any changes to the contract contents.

 8.4. The court venue for all judicial disputes shall be Cologne

         Firma 
ADRESSFIT GMBH
Flughafenstraße 61
53842 Troisdorf
Telefon 02246/911120
Fax 02246/91112-11
Email info(a)adressfit.de
Homepage www.adressfit.de