General sales and delivery terms for liv interior GmbH

General business terms for trading with registered shops and companies.

liv interior GmbH
VAT-Ident.No. DE247938650

1. Application

Changes and additions can only be applied through the managing director. Oral agreements or statements by persons, not explicitly appointed by the managing director, are not valid, unless a written consent by the managing director is existing. Oral agreements, if any, are not valid. These terms and conditions apply for all future business between the parties. These general sales and delivery terms apply to all liv interior GmbHs wholesale business unless otherwise aggreed between the parties in writing.

2. Offer and Acceptance

Offers and quotations submitted by liv interior GmbH are not binding and can be revoked by liv interior GmbH within 7 workdays after the distributor has received these. Orders submitted by the distributor are first binding upon liv interior GmbH when the distributor has received a written order confirmation and/or an invoice for the goods ordered. Orders submitted by the distributor cannot be revoked or annulled without the explicit consent of liv interior GmbH.

3. Terms and Payment

For a new liv interior GmbH distributor payment is always according to a proforma invoice, and payment is to be effected before delivery. For existing distributors payment is 14 days as from date of invoice. If payment is not effected in due time payment for alle goods delivered shall become due and payable to liv interior GmbH forthwith and without further notice. liv interior GmbH may alter the payment terms of any distributor if payment is not effected in due time. Furthermore, the distributor is to pay interest on overdue payments of 9% for each month commenced. liv interior GmbH may set off any amount owed by liv interior GmbH to the distributor in any amount owed by the distributor or an associated company to liv interior GmbH. The distributor is not allowed to retain payments or to set off counterclaims against liv interior GmbH unless such claims have been accepted in writing by liv interior GmbH or are established in a final judgement or in arbitration award. If the distributor does not comply with the terms of payment, liv interior GmbH will not be obligated to make further deliveries. In circumstances where liv interior GmbH has not received payment within three weeks of proforma invoice being issued, liv interior GmbH considers the proforma order as cancelled. liv interior GmbH reserves the right to charge the distributor 10% of the order value for ordering and packing as well as unpacking the goods concerned.

4. Minimum Order

The minimum order is for € 500.00 per collection no matter if the distributor is a new or existing customer.

5. Resale Rights

The distributor is only allowed to sell the goods from the address listed on the order and may not resell or sell the goods from other shops or stalls, unless prior written consent has been obtained from liv interior GmbH.

6. Transfer of Risks

The risk involved in the delivery is passed on to the distributor at the time of shipment from liv interior GmbHs warehouse. liv interior GmbH will on behalf of the distributor arrange for the delivery to the distributor. The distributor pays for the delivery, and these costs are added to the invoice.

7. Deviating Deliverance

liv interior GmbH is entitled to make partial deliveries and deviating deliveries with regard to quantity, size and colour as long as the deviation cannot be considered material in relation to the entire deliverance. All shown samples are to regarded as samples and liv interior GmbH cannot be held responsible for minor deviations in colour, quality etc. in the final deliverance, if these cannot be considered material.

8. Duty of Inspection

The distributor is obligated to inspect goods at the time of delivery. If, during this inspection, the distributor ascertains a material defect in the goods, the distributor must immediately, and no later than 8 days after the receipt of the goods, inform liv interior GmbH in writing about the ascertained defects. If the defects are such that the goods or part hereof are not in confirmity witht the agreement, the distributor must furthermore reject the goods or the part hereof, which are defective. If the distributor does not inform liv interior GmbH of the defects within the above mentioned time limit, the distributor is not entitled to return the goods, and the distributor is furthermore prevented from claiming that the delivered goods are not in conformity with the agreement.

9. Remedies for breach - Liability for damages

Within 14 days after deliverance liv interior GmbH is obligated to exchange goods, which are materially defective or faulty. If the distributor has not given notice of defects or faults within 8 days, the distributor cannot at a later stage give notice of such defects or faults. liv interior GmbH shall have no liability towards the distributor or any third party for lost earnings, expenses in regard to replacement purchases, consequential loss, intellectual loss or other loss. The distributor shall not be entitled to invoke remedies for breach of contract other than the ones mentioned in these sales and delivery terms. Specifically, liv interior GmbH does not in any announcement or communication from liv interior GmbH to the distributor regarding the goods provide any warranties, guarantees or other declarations, which the distributor can base a claim on, neither explicitly or by statute. liv interior GmbH shall have no liability to the distributor whatsoever for any defect in the goods, which would have been apparent under an appropriated inspection of the goods at the time of delivery. liv interior GmbHs liability for any breach of contract, or loss or damage, however caused, shall not under any circumstances exceed the purchase price of the goods in question. liv interior GmbH shall have no liability to any third party for consequential damages or consequential loss irrespective of whether such damages or loss can be attributed to liv interior GmbHs breach of the agreement with the distributor.

10. Reservation of Title

Notwithstanding delivery, presentation of shipping documents, or passing of risk to the distributor, the beneficial ownership and legal title to the goods in any shipment shall remain with liv interior GmbH until liv interior GmbH has received payment in full for that shipment.

11. Product Liability

liv interior GmbH is only liable for damages caused by goods sold to the distributor if it can be proven that the damage is the result of a defect caused by liv interior GmbH by gross negligence. liv interior GmbH does not accept liability for consequential damages, loss of profits or other indirect loss.

12. Force Majeure

If liv interior GmbH is restricted, hindered, delayed, or prevented from carrying out wholly or in part its obligation by act of god, war, riot, piracy, strike, lockout, trade dispute, or other labour disturbances, fire, flood, difficulty in obtaining workers, fuel failure, material or transport difficulties, government restrictions, or the exercise of government authority, whole or partial failure of liv interior GmbHs suppliers, or any other circumstances whatsoever outside of liv interior GmbHs control, then liv interior GmbH shall not be liable to the distributor for any loss or damage, whether direct or indirect, which the distributor may suffer. Furthermore, liv interior GmbH may terminate or cancel any agreement governed by these conditions without liability for any resultant loss or damage to the distributor. If the price agreed between liv interior GmbH and the distributor increases substantially due to circumstances outside liv interior GmbHs control, such as currency movement, exchange rate fluctuation, tariff rates, liv interior GmbH is entitled to invoice such cost increases to the distributor.

13. Disputes and Choice of Law

All disputes arising from the provisions of this contract and all disputes concerning its legal provisions and legal consequences shall be decided by the HGB, according to German law.

Bank Details

Payment in Euro from foreign distributors shall be made to the following bank account:
Payable to: liv interior GmbH
Bank: Hamburger Sparkasse GmbH
IBAN: DE84200505501261137036
SWIFT: HASPDEHHXXX