General Terms and Conditions - AGB

Terms of sale, delivery and payment
MARRYA Wedding Rings

1.0 Scope of application
1.1 The following General Terms and Conditions apply to all contracts, deliveries, selections and other services. By placing an order with us, regardless of the form in which it is placed, the customer accepts our terms and conditions of sale, delivery and payment for the duration of the entire business relationship. This shall also apply to future transactions.
1.2 Any terms and conditions of the customer conflicting with or deviating from our terms and conditions shall only apply if and to the extent that we expressly acknowledge their validity in writing.

2.0 Prices, terms of manufacture and payment
2.1 The prices stated upon conclusion of the contract shall only apply to the individual order.
Repeat orders shall be deemed to be new orders.
2.2 We reserve the right, in the event of late payment, to settle future deliveries and outstanding amounts by cash on delivery. Any outstanding invoices and reminder fees included. The C.O.D. amount shall be borne by the Buyer.
2.3 The invoice amount is due without deduction and payable net within 14 days from the invoice date. With the customer's consent, invoices may be paid by direct debit. Costs for any chargebacks shall be reimbursed by the customer.
2.4 The customer shall be in default without a separate reminder if the above payment deadline is exceeded.
2.5 The customer shall reimburse all costs caused by default, in particular reminder fees and collection charges.
2.6 Bills of exchange shall only be accepted on the basis of an express agreement and only on account of payment, with discount charges and other bill costs being invoiced.
2.7 The customer shall not be entitled to refuse performance, to withhold performance or to set off counterclaims on account of any counterclaims, unless these counterclaims have been acknowledged by us in terms of reason and amount or have been established by a final court decision.

3.0 Deliveries
3.1 Delivery to the customer shall be ex warehouse. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance}. Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. Dispatch route, packaging} ourselves. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
3.2 Any return shipment must be notified in advance in any case. If the return is not due to a justified complaint or has not been notified, the return shall be at the expense and risk of the customer. For the return shipment, the customer shall choose the same form of shipment as for the delivery and shall sufficiently insure the goods.
3.3 Information about the delivery time is in principle subject to change. However, a prerequisite for our delay in delivery is in any case a written reminder by the customer.
3.4 In the event of unforeseeable hindrances beyond our control and in the event of force majeure, in particular in the event of strikes, lockouts, operational disruptions and delays or non-regularity in the delivery of materials, the delivery period shall be extended accordingly. The customer shall be entitled to withdraw from the transaction concerned if the delivery period is exceeded and after a six-week grace period has expired unused. The customer shall not be entitled to claim damages unless we can be proven to have acted with intent or gross negligence.
3.5 We shall be entitled to make partial deliveries, whereby each partial delivery shall be legally deemed to be an independent contract. In particular, an independent invoice may be issued for a partial delivery, the due date of which shall be independent of the remaining delivery.

4.0 Selections
4.1 If goods are provided for selection, they shall be deemed to have been firmly accepted by the recipient if the goods are not returned within the period specified in the attached delivery bill, which must be at least two weeks. With regard to delivery and return, 3.1 shall apply accordingly.
4.2 The customer is obliged to insure the selected goods sufficiently. Upon receipt of the selected goods, all risk, including the risk of loss through no fault of the customer, shall pass to the customer.
4.3 The risk of accidental loss shall be borne by the customer in particular if Selected Goods are used as exhibits, taken into travel storage or not kept in the safe outside business hours before the expiry of the period specified in the Selection Nota. In any case, the customer is obliged to provide full insurance coverage for the selection of goods provided. The customer hereby irrevocably assigns to us in advance any claims against the insurance company.

5.0 Designation/ marketing of the articles
5.1. In connection with the jewelry delivered by us to your company, we would like to point out that an advertising statement "nickel-free" is not permitted when reselling the goods. In a recent ruling by the Federal Court of Justice (Case No. I ZR 43/13), the latter decided that an end consumer purchasing a piece of jewelry described as "nickel-free" can expect that there are not even completely negligible traces of nickel in the item. An advertising claim with "nickel-free" is then inadmissible. Since it cannot be ruled out that the products supplied to you also contain elements of nickel, you may not under any circumstances advertise to your customers with a possible claim of "nickel-free". Please take note of this information when exhibiting your goods. It is important to us to support you in making your resales as satisfactory as possible for your business and your customers. As always, we will be happy to provide you with information and answer any questions you may have.

6.0 Notification of defects
6.1 Notification of defects must be made by the customer to us in writing without delay in the case of obvious defects, but no later than 48 hours after receipt of the goods at the destination, and in the case of hidden defects without delay after their discovery, otherwise the goods shall be deemed to have been approved. In order to meet the deadline, the notice of defect must be sent in good time.
6.2 If the delivered goods have a defect recognized by us which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time and the goods complained about must be made available to us for inspection purposes. In the case of replacement deliveries, the customer is obliged to return the defective item. In doing so, we are entitled to make the subsequent performance owed dependent on the customer paying the invoice amount due. However, the customer shall be entitled to retain a part of the invoice amount that is reasonable in relation to the defect. If subsequent improvement or a defect-free replacement delivery on our part is not possible, the customer may declare withdrawal.
6.3 Any claims for damages due to defectiveness shall be excluded unless we can be proven to have acted with intent or gross negligence.

7.0 Retention of title
7.1 Delivered goods shall remain our property until full payment of all claims arising from our business relationship, including claims arising in the future, including all ancillary claims and until bills of exchange and checks have been honored.
7.2 In the event of a balance being struck, our reservation of title, which is conditional in accordance with the above provision, shall be deemed to be security for our claim arising from the balance.
7.3 If, in connection with the payment of the invoice amount by the customer, a liability of the seller based on a bill of exchange is established, the reservation of title shall not expire before the bill of exchange is honored by the customer as drawee, subject to all further rights based on our current account reservation.
7.4 The customer may only sell the goods subject to retention of title in the ordinary course of business. Insofar as the reserved goods are further processed or transformed by the customer, we shall be deemed to be the manufacturer within the meaning of § 950 of the German Civil Code (BGB) and shall acquire ownership of the intermediate or final products. The customer / processor is only a custodian. If the reserved goods are combined or processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other items.
7.5 Pledging or assignment as security of the reserved goods is not permitted. If the goods subject to retention of title are pledged or seized at the customer's premises, we shall be notified thereof in writing without undue delay and provided with the documents required for an intervention. In addition, the customer is obligated to immediately object to any seizure or attachment with reference to our rights. If this is not done, the customer shall be obliged to compensate us for any damages incurred.
7.6 The customer is obligated to sufficiently insure the goods subject to retention of title against any loss or damage in our favor at his own expense. The customer hereby assigns to us all insurance claims resulting therefrom with respect to the goods subject to retention of title.
7.7 The customer hereby irrevocably assigns to us any claims against third parties arising in the event of a resale or for any other legal reason, as well as a claim for surrender on the basis of reserved title.
7.8 The customer shall be authorized to collect the claims assigned to us in accordance with these provisions on a fiduciary basis for us as long as the customer duly meets its payment obligations towards us.
7.9 If the customer defaults on payment or fails to meet his obligations under the retention of title, we may demand return of the goods subject to retention of title The assertion of rights of retention of title shall not be deemed a rescission of the contract.

8.0 Credit check and return of goods
8.1 If, after conclusion of a contract or after delivery of the goods, it becomes known to us that the customer is not creditworthy (e.g. protest of a bill of exchange), we shall be entitled to withdraw from the contract or to demand immediate payment of delivered goods and of advance payments for goods still to be delivered, including cash cover of any bills of exchange drawn, with immediate maturity.
8.2 In the event of goods being taken back by us, the goods shall be credited in accordance with their condition, the ascertainment of which must be carried out at the customer's request and at the customer's expense by an expert to be appointed by us.

9.0 Copyright
9.1 Our designs, samples, models, illustrations, drawings, calculations and the like shall be deemed to be our intellectual property and may not be imitated or used in any other way by the customer for the purpose of reproduction, even if no special property rights exist in this respect.
9.2 Any infringement of this shall render the customer liable for damages.

10.0 Data processing
10.1 We shall be entitled to process or have processed all data relating to the business relationship with the customer within the meaning of the BDSG.

11.0 Place of performance and jurisdiction, law
11.1 Unless otherwise stated in the order confirmation, the place of performance for our obligations shall be the place where the goods are located for the purpose of shipment or any agreed handover to the customer. The place of performance for all obligations of the customer is our place of business.
11.2 The place of jurisdiction for both parties and with respect to all legal disputes arising from the contractual relationship as well as with respect to its creation and its effectiveness shall be Berlin. This shall also apply to actions on bills of exchange and cheques. If we act as plaintiff, we shall also be entitled to bring an action at the customer's place of business.
11.3 The law of the Federal Republic of Germany shall apply to all legal relationships established by the business relations with the exception of the rules of reference of international private law as well as the rules of the UN Convention on Contracts for the International Sale of Goods ("UN-CGIS").

12.0 Effectiveness
12.1 Should individual provisions of the MARRYA Terms and Conditions of Delivery and Payment be invalid, the validity of the remaining provisions as well as of the contract itself shall not be affected thereby.