Conditions of Use
Conditions of Use
Tailwind Brands GmbH
Handelsregister-Nummer: HRB 8974 (Amtsgericht Hamm)
1. General, Customers, Language
(1) All offers, sales contracts, deliveries and services made on the basis of any orders by our customers (each, a „Customer“) through any sales channel shall be governed by these general terms and conditions of sale (the „General Terms and Conditions“). They also apply for future deliveries, services and offers even if they are not expressly agreed upon again.
(2) Our product offerings are directed exclusively to Business Customers (as defined below). For the purpose of these General Terms and Conditions, (i) a „Consumer“ is any individual entering into the contract for a purpose not related to his or her business, trade or self-employed professional activity (Sec. 13 of the German Civil Code), and (ii) a „Business Customer“ is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code).
(3) Standard business conditions of the Customer do not apply, regardless of whether or not we expressly object to them in a particular case.
(4) Our contracts with the Customer shall be made exclusively in the German or English language, in each case depending on whether the Customer makes the relevant purchase in English or in. Therefore, if the order is made in German, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made in English, exclusively the English version of these General Terms and Conditions shall be relevant.
2. Conclusion of Contract
(1) Our offerings, especially in catalogues Shop are non-binding, if they do not constitute an offer within the meaning of § 145 BGB.
(2) By placing an order, the Customer makes a binding offer to purchase the relevant product. The offer will remain open for acceptance by us for a period ending at the end of the third business day following the day of the offer.
(3) Without undue delay upon receipt of the order, we will send to the Customer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by us either upon subsequent (e.g. e-mail) acceptance of the order or by dispatching the product. The sales contract with the Customer shall not become effective until our acceptance.
3. Prices and Payment
(1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.
4. Dispatch of the Product
(1) Any date of dispatch communicated by us shall be only approximate and may therefore be exceeded by up to two business days, except if a fixed date of dispatch has been agreed upon.
(2) Any time period relevant to determine the date of dispatch pursuant to this Section 4 (as specified by us when the order is made or as otherwise agreed upon) shall begin (a) if advance payment has been agreed, upon receipt by us of the full purchase price (including VAT and shipping costs) or (b) if cash on delivery or payment after delivery has been agreed, upon the conclusion of the sales contract.
(3) The date of dispatch shall be such day on which the product is handed over by us to the carrier.
(4) Regardless of whether any product is indicated on the order form as „in stock“, we may sell such product at any time, provided that
a) the order form has included a notice as to the limited availability of the product or
b) an advance payment has been agreed upon and this payment amount is not received by us within a period of five business days upon our acceptance of the order. In such cases, we shall only be obligated to dispatch the product within the time period agreed upon or indicated by us as long as stock lasts.
(5) In the event that no date of dispatch has been specified or otherwise agreed upon or we are no longer required to deliver within any agreed time period pursuant to subsection 4, we shall be required to dispatch the product within a period of three weeks after the beginning of the delivery period pursuant to subsection 2.
(6) Partial deliveries of products included in the same order shall be permitted, provided that the products can be used separately and provided further that we shall bear any additional shipping costs caused thereby.
5. Shipment, Insurance and Passing of Risk
(1) Unless expressly otherwise agreed upon, we shall be free to determine the appropriate mode of shipment and to select the carrier at our reasonable discretion.
(2) We shall only be obliged to properly and timely deliver the product to the carrier and shall not be responsible for any delays caused by the carrier. Any transit times specified by us shall therefore only be non-binding estimates.
(3) We shall insure the product against the usual risks of transportation at our cost and expense.
6. Retention of Title and Resale
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the Customer including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The Customer shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the Customer shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The Customer may resell goods subject to the above retention of title only in the course of his regular business. For this case, the Customer hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the Customer shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the Customer complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the p Customer’s request.
7. Warranty / limitation period
(1) Precondition for any warranty claim of the Customer is the Customer’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.
9. Data Protection
(1) We may save and process any data relating to the Customer, to the extent necessary for the purpose of the execution and implementation of the sales contract and as long as we are required to keep such data in accordance with applicable law.
(2) We shall have the right to submit personal data relating to the Customer to credit agencies, to the extent necessary for a credit check, subject, however, to the Customer’s consent in each individual ¬case. We shall not make available any personal data of the Customer to other third parties without the express consent of the Customer, except to the extent that a disclosure is required under applicable law.
(3) We shall not be permitted to collect, submit to any third party or otherwise process personal data of the Customer for any purpose other than those set forth in this Section 9.
(4) The European Commission provides a platform for out-of-court online dispute resolution (OS Platform), which can be accessed at www.ec.europa.eu/consumers/odr Our e-mail address is firstname.lastname@example.org. http://ec.europa.eu/consumers/odr/
10. Applicable Law and Jurisdiction
(1) Any contracts entered into between us and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions.
(2) If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law or the Customer’s place of general jurisdiction is not in Germany, the courts in Dortmund shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.