General Terms and Conditions of Sale and Delivery of flextem GmbH

1. scope of application

The following terms and conditions apply to all contracts that flextem concludes with consumers (§ 13 BGB) or entrepreneurs (§ 14 BGB) (“Customer”), insofar as these are purchase contracts, purchase contracts with assembly obligations or contracts for work and services.

These terms and conditions apply exclusively. Conflicting or deviating terms and conditions of the customer shall not apply unless flextem has expressly agreed to their validity.

All agreements made between flextem and the Customer for the execution of a contract are set out in the offer in writing or in text form. Subsequent amendments and additions to the content of the contract must be confirmed by flextem in writing or text form.

2. prices, payment conditions

Unless otherwise stated in offers or order confirmations, the flextem prices apply ex works (EXW Incoterms 2010). Costs for packaging and shipping will be invoiced separately.

Receivables of flextem from deliveries and services are due for payment immediately after the service has been rendered (in the case of contracts for work and services after acceptance) and an invoice has been sent.

3. reservation of ownership

Delivered goods remain the property of flextem until full payment of the purchase price including all ancillary claims.

For contracts with entrepreneurs, the following also applies: Before the purchase price has been paid in full, the sale is only permitted in the ordinary course of business. The customer hereby assigns to flextem all claims in the amount of the final invoice amount including VAT, which accrue to him from the resale to his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The processing or transformation of the object of sale by the customer shall always be carried out for flextem. If the purchased item is processed with other items not belonging to flextem, flextem shall acquire co-ownership of the new item in the ratio of the value of the purchased item (according to the final gross invoice amount) to the other processed items at the time of processing. The same shall apply if the purchased item is inseparably mixed with other items not belonging to flextem. The Customer also assigns to flextem the claims to secure flextem’s claims against it, which arise against a third party through the connection of the purchased item with a property. Flextem undertakes to release securities to which Flextem is entitled at the request of the Customer to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%. flextem is responsible for selecting the collateral to be released.

4. liability for defects and damages

If the customer is an entrepreneur, claims for defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

If the purchased item has a defect, flextem is entitled, at its discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. If the rectification fails, the customer may, at his discretion, demand withdrawal or reduction.

If the Customer asserts claims for damages against flextem, flextem shall be liable in accordance with the statutory provisions if the breach of duty is based on intent or gross negligence. Insofar as flextem is not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.

Flextem is liable without limitation in accordance with the statutory provisions in the event of culpable injury to life, limb or health. This also applies to mandatory liability under the Product Liability Act.

Flextem shall be liable without limitation in accordance with the statutory provisions if flextem culpably breaches a material contractual obligation. In the event of a negligent breach of duty, liability for damages shall be limited to the foreseeable, typically occurring damage.

Unless otherwise stipulated above, liability for claims for damages is excluded.

Flextem is not liable for damage caused by natural wear and tear, non-compliance with care instructions or improper handling of the purchased item.

Deviations customary in the industry are permissible in the case of information on dimensions, weights or other properties of the object of purchase. As long as this does not impair the value of flextem’s services and the usual purpose of use or the purpose of use assumed under the contract, claims for defects are excluded.

5. time of performance

The delivery deadlines stated in flextem offers or order confirmations are non-binding contractual deadlines that are subject to timely delivery to us by our suppliers. Flextem shall only be in default if flextem is reminded to perform after exceeding a non-binding contractual deadline with a reasonable grace period and the grace period has expired.

Claims of the customer for compensation for damage caused by delay are limited to the foreseeable, typically occurring damage.

6 Place of performance and jurisdiction

Unless otherwise stated in the order confirmation, flextem’s place of business is the place of fulfillment.

If the customer is a merchant, a legal entity under public law or a special fund under public law, flextem’s place of business is also the place of jurisdiction, whereby flextem remains entitled to sue the customer at the court of his place of residence.

The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Status: 2019