Terms and Conditions | PAIDI

Terms and Conditions of Supply:

The following Terms and Conditions apply to all consultations, sales, supplies and services as well as the present and future legal relationships between PAIDI Möbel GmbH (the “Supplier”) and its customers. The customer’s terms and conditions of purchase which conflict with these Terms and Conditions or the provisions of law in whole or in part are hereby expressly contradicted. They even do not form part of the contract if the Supplier supplies the goods or undertakes the work in the knowledge of conflicting terms and conditions. If the customer does not receive these Terms and Conditions or if they were not supplied to him on another occasion, they nevertheless apply if the customer was aware or must have been aware of them from an earlier business relationship. In addition, only German law applies for the contractual relationships but with the exclusion of the provisions of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any divergent provisions of law in favor of the consumer who purchases products for private purposes which are not associated with his commercial or professional activity (consumer) remain unaffected.

§1 Contract conclusion

1. Offers are always subject to final confirmation. Samples and patterns are deemed to be approximate representative items for quality, dimensions and color.
2. All purchase agreements require written confirmation by the Supplier. In the event of purchase and immediate acceptance of goods from the factory or warehouse, the delivery note is deemed to be the order confirmation. The minimum value of an order and delivery is € 500.00. Small orders of less than € 500.00 cannot be accepted, except in the case of customers whose purchases from us in the previous year had a total sales price greater than € 1,000.00.
3. Agreements with our employees, particularly warranties, are only valid if we have confirmed them in writing.

§2 Price

Provided that no fixed prices have been agreed, the Supplier’s list prices in Euros valid at the time of delivery apply. Value Added Tax in force at the time must be added to all prices in Euros without secondary services.

§3 Transfer of risk, dispatch, freight

1. The Supplier shall select the shipping route and method; delivery will be made to the purchaser’s address. Any different unloading points must be agreed. Delivery of the goods is free for goods with a net value of € 500.00 or more. Freight costs of € 26.00 will be invoiced for goods with a net value less than € 500.00. Separate agreements apply to deliveries outside Germany.
2. If the goods are dispatched by a vehicle belonging to the Supplier or by the Supplier’s contract freight-forwarder, risk passes to the purchaser when the goods are handed over to the carrier. If the goods are collected by a road vehicle belonging to the purchaser or by the purchaser’s contract freight-forwarder, risk passes to the purchaser when the goods are handed over to the purchaser at the Supplier’s business premises or warehouse.
3. Unless agreed otherwise in writing, transportation is for the purchaser’s account. The goods remain uninsured; if the purchaser requests the conclusion of an insurance policy against loss or damage, or additional packaging, the purchaser shall bear the costs.

§4 Retention of title

1. The goods remain the Supplier’s property after delivery until all the receivables due to the Supplier from the purchaser have been satisfied. If the purchaser is on open account terms, the goods subject to retention of title are deemed to be security for the Supplier until the Supplier’s account has been settled in full.
   The purchaser is entitled to sell the goods subject to retention of title onwards in the normal course of business; however hypothecation or transfer of the goods by way of security is not permitted. If the goods subject to retention of title are resold on credit terms, the purchaser is obliged to protect the Supplier’s rights and particularly to disclose the ownership structure of the goods subject to retention of title.
2. In the case of resale in the normal course of business, the purchaser’s receivables from his customer as a result of the resale, as well as in the event of resale on credit terms, and the rights and claims arising from the retention of title are thereby assigned by the purchaser to the Supplier, irrespective of whether the goods are sold to one or more customers. The amount of the assignment of the receivables is restricted to the Supplier’s receivables arising from the supply of the goods that were resold. The Supplier accepts the assignment. If the goods subject to retention of title are resold with other goods, irrespective of whether with or without agreement, combination or mixing, the anticipatory assignment agreed above applies only up to the value of the goods subject to retention of title that are resold together with the other goods.
3. In the event of insolvency or restructuring, the retention of title relates to all the goods supplied by the Supplier forming part of the insolvency assets, including goods for which the purchaser has already received payment, until all the Supplier’s receivables have been satisfied. If the purchaser suspends payments before he has paid the Supplier for goods the latter has delivered, the Supplier has the right under §§ 47 and 49 of the German Insolvency Ordinance (Insolvenzordnung (InsO)) to separate and segregate these goods.
4. If we require the surrender of the goods subject to retention of title after withdrawal from the contract, and are entitled by the provisions of law to demand compensation in lieu of performance, we can sell the goods subject to retention of title by private contract at the best possible price while safeguarding the purchaser’s interests, or alternatively reimburse the purchaser with the customary sales value of the goods subject to retention of title at the time the goods were repossessed. If so requested by the purchaser (the request may only be made immediately after the repossession of the goods subject to retention of title), at the purchaser’s option a publicly appointed expert shall establish the customary purchase value. The purchaser shall bear all the costs of the repossession and reutilization of the purchased item. The costs of reutilization shall be 10% of the customary sales value without proof being necessary. They may be set at a higher or lower level if the seller proves higher costs or the purchaser proves lower costs.
5. If the value of the furnished securities that are subject to segregation or substitutional segregation under the Insolvency Ordinance exceed our receivables by more than 20%, or in the case of securities subject to separate satisfaction (Absonderung) by more than 45%, we are obliged, if so requested by the purchaser, to release or reassign securities of our choice.

§5 Terms of payment

1. Invoices are payable in full within 30 days net calculated from the day of the value date unless otherwise agreed. If specific payment dates set by the use of electronic data processing are to be observed, the periods allowed for payment are to be agreed separately after taking the specified due dates of payment into account.
2. If payment is late, interest at 3% over the Bundesbank’s discount rate applicable at the time shall be invoiced. In the event of late payment by the purchaser, the Supplier is entitled to withdraw any rebates and other concessions that have been granted. The same applies in the event that the purchaser suffers a financial collapse or a material deterioration of the purchaser’s financial situation that is likely to jeopardize the Supplier’s claims for payment becomes known. In such a case and without prejudice to further legal claims, the Supplier can refuse any services still due until a reasonable advance payment has been made, or security has been furnished.
3. Acceptance credits, trade bills or checks are only accepted pending full discharge of the debt. Discountable bills of exchange with a term not exceeding 90 days from invoice date are to be issued free from costs for the payee.
4. Partial deliveries (sales units customary in the trade, closed objects) are possible provided that they are reasonable for the purchaser. Each partial delivery is deemed to be a completed transaction and is subject to the above terms of payment. A partial delivery is also reasonable if it does not relate to individual parts that have been sold as an entity.
5. Offsetting against the Supplier’s claims is excluded unless the counterclaim is uncontested or has been declared to be final and absolute. The exercise of the commercial right of retention is excluded; in all other respects a right of retention is only admissible in so far as this right is based on the same contractual relationship.
6. Notification of defects does not release the purchaser from the obligation to pay on due date.
7. If the customer fails to honor a check or bill of exchange in the course of business, of if he is in default of payment, has suspended payments or if facts exist that are deemed tantamount to suspension of payments, all claims arising from the business relationship with the purchaser for deliveries already made become due for immediate payment even if a bill of exchange has been issued as payment. No right of retention exists by reason of the bill of exchange. We can make further deliveries conditional on the furnishing of a guarantee in advance or concurrent payment of the purchase price. If the security is not furnished within a reasonable period of time, we are entitled to withdraw from the contract or demand compensation for default.
8. If events occur at the purchaser that make his creditworthiness appear to be in doubt, or if such circumstances existing prior to conclusion of the contract become known to us subsequently, we can make delivery conditional on the prior furnishing of security or payment in advance or payment of the purchase price concurrent with deliveries. This also applies if the supply relationship was terminated by a contractual party or if the purchaser has issued a bill of exchange. No right of retention exists by reason of the bill of exchange.

§6 Deliveries

1. Compliance with the delivery dates is conditional on receipt of correct and timely deliveries from our upstream suppliers.
2. If the Supplier is in delivery default and if he has failed to deliver within a reasonable grace period set by the purchaser, the purchaser has the right to withdraw from the contract. Withdrawal must be notified immediately in writing after the expiry of the grace period that was set.
3. If delivery is delayed by circumstances for which the Supplier is not responsible such as force majeure or similar, the delivery date is extended automatically by the duration of this delay and a reasonable grace period.
4. The call-off notice for call-off orders shall not exceed 180 days. If no call-off is made for up to 6 weeks after this 180 day period, the Supplier may choose to supply the goods or withdraw from the contract.
5. We reserve the right to make changes to the design, dimensions and weights of the delivery item which are reasonable for the purchaser when all circumstances are objectively considered.
6. Force majeure, official regulations and other circumstances for which we are not responsible, particularly pandemics and endemic diseases as well as the resultant disruption in our operations, border closures, supply bottle-necks in upstream products, traffic interruptions and interruptions to business operations, labor disputes, shortages of the means of transport, and fire damage release us from the supply obligation without substitution for the duration of their effect. We are entitled to withdraw from the contract if performance of the contract is no longer reasonable for us for the reasons set out above. In these cases liability for compensation for the purchaser is excluded.
7. To the extent required by law and in compliance with the applicable Packaging Ordinance in Germany, we accept responsibility for taking back and the reutilization of the empty packaging; all system-related costs (e.g. leased containers) shall be borne by the customer.

§7 Warranty and compensation

1. The Supplier accepts no guarantees above and beyond the statutory warranty claims.
2. The Supplier provides advice to the best of his knowledge based on experience. The Supplier’s liability for advisory services is limited to intent and gross negligence; this does not apply to liability for injury to persons. Information and instructions about suitability and application or use of the contractual object are not binding if they are not an expressly agreed property within the meaning of Clause 7.1. They do not release the purchaser from conducting his own tests.
3. In the case of purchases, the Suppler is liable for defects but with the exclusion of additional claims as follows:

a) In the case of business transacted with companies and legal entities established under public law, recognizable defects identified during proper investigation must be notified in writing immediately after the receipt of goods; other defects must be notified in writing without delay after discovery. In these cases the customer is obliged to check the contractual item carefully on receipt in accordance with the statutory requirements and to undertake random sampling if necessary. Obvious defects must be notified in detail to the Supplier’s office responsible for such matters immediately after arrival of the goods and before use of the contractual item but not later than 5 days after receipt. The customer is obliged to accept the contractual item even in the event of a complaint. The contractual item must be properly stored and only returned at the express request of the Supplier.

b) Claims for defects not identifiable when incoming goods are checked on arrival must be registered with the Supplier in the same way immediately after their discovery. If complaints are not registered in the correct way and/or within the time allowed, the contractual item is deemed to be approved. This does not apply if the Supplier has fraudulently concealed the defect.

c) The customer must give persons acting on the orders of the Supplier the opportunity to examine and check the contractual item. Otherwise all warranty claims are void.

d) The Supplier guarantees materials to be free from defects and manufactured with proper workmanship for a period of 2 years from delivery unless a longer mandatory guarantee period is imposed by law. The period of prescription is two years for products sold to consumers by distributors.

e) The Supplier is not liable for incorrect assembly, use, treatment and care of the contractual item. The Supplier is also not liable for use of unsuitable accessories (e.g. wrongly dimensioned mattresses). Guarantee claims are also void if the contractual item is damaged or destroyed by improper handling or storage after risk has passed.

f) Deviations in dimensions and material customary in the trade or caused by manufacturing technology do not justify rejection of the contractual item. DIN standards (in so far as they exist) and the Supplier’s company standards apply for tolerances.

g) Defects will be rectified by remedial work or replacement at the Supplier’s option. The customer must give the Supplier reasonable time and opportunity to rectify the defect. If such time and opportunity is refused, guarantee claims of any nature whatsoever against the Supplier are void. If supplementary performance fails several times, the customer may also withdraw from the contract or require a reduction in price. Further claims against the Supplier or persons acting on his behalf are excluded for any reason whatsoever in law unless the Supplier has acted at least with gross negligence or if a person suffers injury.

h) The Supplier is only liable for defects or damage in connection with custom-made products manufactured from information or design documents supplied by the customer if gross negligence or intent is present or if the predisposition for defects was evident from the outset. This liability does not apply to injury to persons.

i) The following provisions are deemed to be agreed in respect of any claims for loss or damage.

ia) In all cases in which the customer is obliged to pay compensation in lieu of performance, subject to proof of greater loss or damage we may demand 20% of the purchase price as compensation. The customer is at liberty to prove that loss or damage has not occurred or is materially less.

ib) Claims for loss or damage and for reimbursement of expenditure suffered by the purchaser (hereinafter “Claims for Compensation”) for whatever reason in law, particularly arising from breaches of contractual obligations and tortious acts, are excluded in so far as permitted by law.
This does not apply for claims for product liability, in cases of intent and gross negligence, in the event of loss of life, bodily injury, impairment of health or breach of material contractual obligations. However, Claims for Compensation for breach of material contractual obligations is limited to foreseeable loss or damage typical under the contract provided that intent or gross negligence is not present or if there is no liability for Claims for Compensation for loss of life, bodily injury or impairment of health.

ic) In so far as the purchaser is entitled to Claims for Compensation, this applies for a period of one year commencing at the beginning of the prescription period applicable for claims for defects. This does not apply for Claims for Compensation under the German Product Liability Act (Produkthaftungsgesetz).

§8 Distribution system

The Supplier distributes his products in a quantitatively selective distribution system. The distributors he supplies are at liberty to distribute the Supplier’s products to other distributors which also belong to the Supplier’s distribution system. However, they are prohibited from supplying external resellers.

§9 Liability exclusion

The Supplier’s liability is determined exclusively by the conditions set out above. All claims, including Claims for Compensation, for whatever reason in law, not expressly conceded there are excluded in so far as permitted by law.

§10 Sales documents

All sales documents such as catalogs, pattern books and similar that have come into the possession of the purchaser remain the Supplier’s property and must be returned to the Supplier on demand; the purchaser shall bear the costs of the return. The purchaser is not entitled to make the documents accessible to third parties or make copies thereof.

§11 Place of performance, place of jurisdiction, choice of law

The place of performance and place of supplementary performance for all deliveries and payments shall be the Supplier’s registered office.

When trading with merchants and legal entities established under public law, the registered office of PAIDI Möbel GmbH shall be place of jurisdiction for all legal disputes arising from the contractual relationship. However, PAIDI Möbel GmbH is also entitled to bring an action against the purchaser at the latter’s registered office. This also applies for actions involving bills of exchange and checks.

German law applies to the exclusion of all others; the exclusion of the United Nations Convention on Contracts for the International Sale of Goods is agreed.

Hafenlohr, November 1, 2024

Valid from November 1, 2024