Terms of sale, delivery and payment MARRYA wedding rings

1.0 Scope
1.1 The following General Terms and Conditions apply to all contracts, deliveries, selections and other services. By placing an order with us, irrespective 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 also applies to future business.
1.2 Any terms and conditions of the customer that conflict with or deviate 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 are considered new orders.
2.2 We reserve the right to settle future deliveries and outstanding amounts by cash on delivery in the event of late payment. Any outstanding invoices and reminder fees included. The cash on delivery amount shall be borne by the buyer.
2.3 The invoice amount is due without deduction and payable net within 14 days of 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 charged.
2.7 The customer shall not be entitled to refuse performance, withhold performance or set off counterclaims on account of any counterclaims, unless these counterclaims have been recognised by us on the merits and in terms of 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 request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance}. Unless otherwise agreed, we are entitled to choose the type of shipment (in particular transport company. shipping route, packaging} to be determined by the customer. 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. Unless the return is 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 must choose the same form of shipment as for the delivery and sufficiently insure the goods.
3.3 Information about the delivery time is always 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 obstacles beyond our control and in the event of force majeure, in particular in the event of strike, lockout, operational disruptions and delay or non-regularity in the delivery of materials, the delivery period shall be extended accordingly. The customer is entitled to withdraw from the transaction in question if the delivery deadline is exceeded and after a six-week grace period has expired unused. The assertion of claims for damages by the customer is excluded unless we are proven to have acted with intent or gross negligence.
3.5 We shall be entitled to make partial deliveries, whereby each partial delivery shall legally be deemed to be an independent contract. In particular, a separate 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 for purchase by the recipient if the goods are not returned within the period specified in the attached delivery note, which must be at least two weeks. With regard to delivery and return, 3.1 applies accordingly.
4.2 The customer is obliged to adequately insure the selected goods. Upon receipt of the selected goods, all risk, including that 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 selection goods are already used as exhibits before the expiry of the period specified in the selection notice, are taken into travel storage or are not kept in the safe outside business hours. The customer is in any case obliged to ensure full insurance cover 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 jewellery supplied by us to your company, we would like to point out that an advertising claim «nickel-free» is not permitted when reselling the goods. In a recent judgement, the Federal Supreme Court ruled (Case No. I ZR 43/13) that an end consumer purchasing a piece of jewellery labelled «nickel-free» can expect that there are not even entirely 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, under no circumstances may you advertise to your customers with any claim that they are «nickel-free». Please take note of this notice in the course of exhibiting your goods. We are committed to helping you make your resales as satisfying as possible for your business and your customers. Please do not hesitate to contact us at any time if you have any questions or require further information.

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 at the latest within 48 hours of receipt of the goods at the place of destination, and in the case of hidden defects without delay after their discovery, otherwise the goods shall be deemed to have been approved. The timely dispatch of the notice of defects is required to meet the deadline.
6.2 Should the delivered goods have a defect recognised by us which already existed 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 rejected goods 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. The customer shall, however, be entitled to retain an appropriate part of the invoice amount in relation to the defect. If it is not possible for us to remedy the defect or deliver a replacement free of defects, the customer may declare withdrawal.
6.3 Any claims for damages due to defectiveness are 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 cheques have been honoured.
7.2 In the event of a balance being struck, our reserved property, 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 under a bill of exchange is established, the retention of title shall not expire before the bill of exchange is honoured by the customer as drawee, subject to all further rights based on our current account reservation.
7.4 The customer is only permitted to 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 finished 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 seized or confiscated at the customer’s premises, we must be informed of this immediately in writing and provided with the documents required for an intervention. In addition, the customer is obliged to object immediately in any case of seizure or attachment with reference to our rights. If this is not done, the customer is obliged to compensate us for any damages incurred.
7.6 The customer is obliged to sufficiently insure the goods subject to retention of title against any loss or damage in our favour at his own expense. The customer hereby assigns to us all insurance claims resulting from this with regard to the reserved goods.
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 ownership.
7.8 The customer is authorised to collect the claims assigned to us in accordance with these provisions on a fiduciary basis on our behalf for as long as he duly meets his payment obligations to us
7.9 If the customer defaults on payment or does not fulfil his obligations arising from the reservation of title, we may demand the return of the goods subject to reservation of title.

8.0 Credit check and return of goods
8.1 If, after the conclusion of a contract or after delivery of the goods, we become aware that the customer is not creditworthy (e.g., in the event of a default of payment), we shall be entitled to claim damages. B. Bill protest}. we shall be entitled to withdraw from the contract or to demand immediate payment of delivered goods and 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 protection
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 for this purpose.
9.2 Any breach of this shall render the Client liable for damages.

10.0 Data processing
10.1 We are 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 is the place where the goods are located for the purpose of dispatch 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 effectiveness shall be Berlin. This also applies 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 private international 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 of Delivery and Payment be invalid, this shall not affect the validity of the remaining provisions or of the contract itself.