B2B Terms and Conditions

• 1 Scope, form

(1) These General Terms and Conditions (T&C) apply to all our business relationships with our customers (“Buyers”). The T&C only apply if the Buyer is an entrepreneur (section 14 of the German Civil Code), a legal entity under public law or a special fund under public law.

(2) The T&C particularly apply to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (sections 433, 651 of the German Civil Code (BGB)). Unless otherwise agreed, the version of the T&C valid at the time of the Buyer’s order or the version of the T&C last communicated to it in text form in any case shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our T&C apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement applies in all cases, even if we make the delivery to the Buyer without reservation despite being aware of the Buyer's general terms and conditions, for example.

(4) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in text form (e.g. letter, email, fax). Legal formal requirements and other evidence, particularly in the event of doubt about the legitimacy of the person making the declaration, remain unaffected.

 

• 2 Conclusion of contract

(1) Our offers are subject to change and non-binding.

(2) The Buyer's order of the goods is considered a binding contractual offer. We are entitled to accept this contractual offer within two weeks of its receipt unless otherwise stated in the order.

 

• 3 Delivery period and delay in delivery

(1) The delivery period will be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the Buyer of this immediately and, at the same time, communicate the new delivery date expected. If the service is not available before the new delivery date, we are entitled to withdraw from the contract entirely or in part; we will immediately refund any payment already made by the Buyer. By this definition, a case of unavailability of the service is particularly where our supplier has failed to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure the goods in the specific case.

(3) Our delay in delivery shall be determined in accordance with statutory provisions. In any case, however, a reminder from the Buyer is required.

(4) The rights of the Buyer according to section 7 of these T&C and our statutory rights, particularly in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonable nature of the performance and/or subsequent fulfilment), remain unaffected.

 

• 4 Delivery, passing of risk, acceptance, default of acceptance

(1) Delivery is made from the Roßbach/Wald warehouse, which is also the place of performance for delivery and any subsequent performance. At the Buyer's request and expense, the goods will be sent to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (particularly the transport company, shipping route and packaging) ourselves. We are entitled to make partial deliveries.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon delivery at the latest. In the case of a sale to a destination according to the Buyer's instructions, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarding agent, carrier or other person or institution designated to carry out the dispatch upon delivery of the goods.

 

• 5 Prices and payment terms

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract apply. Prices are ex warehouse Roßbach/Wald, plus statutory VAT. Prices include packaging but exclude freight or shipping costs unless otherwise specified.

(2) In the case of a sale to a destination according to the Buyer's instructions (section 4, subsection 1), the Buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer . We are only obliged to take out transport insurance if the Buyer expressly requests this. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.

(3) Unless otherwise agreed, the invoice amount is payable within 30 days of receipt of the invoice with the following discounts:

• a 4% discount within 10 days of receipt of goods,
• a 2.25% discount from the 11th to the 30th day after receipt of the goods.

No discount will be granted if the Buyer is in arrears with the payment of any other bills outstanding.

(4) The Buyer is deemed in default upon expiry of the above payment deadline. During the period of default, the purchase price will be subject to interest at the applicable statutory default interest rate. We reserve the right to claim further damages for default. Our claim to commercial default interest (section 353 of the German Commercial Code (HGB)) remains unaffected with regard to merchants.

(5) The Buyer is only entitled to rights of setoff or retention to the extent that its claim has been legally established or is uncontested. In the event of defects in the delivery, the Buyer's counterclaims remain unaffected, particularly in accordance with section 7, subsection 6, sentence 2 of these T&C.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application for insolvency proceedings to be opened) that our claim to the purchase price is jeopardised by the Buyer's inability to pay, we will be entitled to refuse performance and – if necessary after setting a deadline – to withdraw from the contract in accordance with the statutory provisions (section 321 of the German Civil Code). In the case of contracts for the manufacture of non-fungible items (custom-made items), we can declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

 

• 6 Retention of title

(1) We reserve title to the goods sold until all of our current and future claims arising from the purchase contract and other claims arising from an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The Buyer must notify us immediately in writing if an application for insolvency proceedings to be opened is made or if third parties seize the goods belonging to us (e.g. levies of execution).

(3) If the Buyer acts in breach of contract, particularly if the purchase price is not paid when due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods due to the retention of title. The demand for return does not simultaneously imply a declaration of withdrawal; instead, we are entitled to simply demand the return of the goods and reserve the right to withdraw. If the Buyer does not pay the purchase price when due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) The Buyer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions apply in addition.

(a) The retention of title extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we are considered the manufacturer. If the ownership rights of third parties remain in place during processing, mixing or combining with goods of third parties, we acquire co-ownership in proportion to the invoice values ​​of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.

(b) The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our possible co-ownership share in accordance with the previous paragraph. We accept the assignment. The Buyer's obligations set out in subsection 2 also apply with regard to the assigned claims.

(c) The Buyer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the Buyer meets its payment obligations to us, it does not lack the ability to pay and we do not assert the retention of title by exercising a right in accordance with subsection 3. If this is the case, however, we can demand that the Buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the appurtenant documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the Buyer's authorisation to further sell and process the goods subject to retention of title.

(d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities at the request of the Buyer at our discretion.

 

• 7 Buyer’s claims for defects

(1) The statutory provisions apply to the Buyer’s rights in the event of material or legal defects (including incorrect or incomplete delivery as well as improper assembly or inadequate assembly instructions) unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer remain unaffected (supplier recourse in accordance with sections 478 and 479 of the German Civil Code).

(2) The basis for our liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions that are the subject of the individual contract or that we have made public (particularly in catalogues or on our website) are deemed to be an agreement regarding the quality of the goods.

(3) If the quality has not been agreed, it must be assessed according to the statutory provisions whether a defect exists or not (section 434, subsection 1, sentences 2 and 3 of the German Civil Code). However, we do not accept any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer's claims for defects presuppose that it has complied with its statutory inspection and complaint obligations (sections 377 and 381 of the German Commercial Code). If a defect becomes apparent upon delivery or inspection or at any later point in time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 10 working days of delivery and defects not apparent upon inspection must be reported within the same period of time after discovery. If the Buyer fails to carry out the proper inspection and/or notification of defects, our liability for the defect which was not reported, not reported in a timely manner or not reported properly is excluded in accordance with the statutory provisions.

(5) If the delivered item is defective, we can initially choose whether to provide a subsequent performance by eliminating the defect (repair) or by delivering a item free of defects (replacement delivery). Our right to refuse subsequent performance under the statutory requirements remains unaffected.

(6) We are entitled to make the subsequent performance owed dependent on the Buyer's paying the purchase price due. However, the Buyer is entitled to retain a portion of the purchase price that is appropriate in relation to the defect.

(7) The Buyer must give us the necessary time and opportunity to provide the subsequent performance owed, particularly by handing over the defective goods for inspection purposes. In the event of a replacement delivery, the Buyer must return the defective item to us in accordance with the statutory provisions.

(8) We will bear the expenses required for the purpose of inspection and subsequent performance, particularly costs of transport, travel, labour and material (not costs of removal or installation), if a defect actually exists. Otherwise, we can demand reimbursement from the Buyer for the costs incurred as a result of the unjustified request for the defect to be remedied (particularly costs of inspection and transport) unless the lack of a defect was not apparent to the Buyer.

(9) The Buyer’s claims for damages or reimbursement of wasted expenditure shall only exist in accordance with section 8, even in the case of defects, and are otherwise excluded.

 

• 8 Other liability

(1) We are liable for damages – regardless of the legal basis – within the scope of liability for intent and gross negligence. In the case of simple negligence, subject to a more lenient standard of liability under statutory provisions (e.g. for diligence in our own affairs), we are only liable 

1. a) for damages resulting from injury to life, limb or health
2. b) for damages resulting from the breach of some significance of an essential contractual obligation (obligation whose fulfilment renders the proper execution of the contract possible in the first place and on whose compliance the contractual partner routinely relies and may rely); in this case, however, our liability is limited to compensation for foreseeable damage that typically occurs.

(2) The liability limitations arising from subsection 1 also apply to breaches of obligations by or on behalf of persons for whose fault we are legally responsible. They do not apply if we have fraudulently concealed a defect or provided a guarantee for the quality of the goods, or for claims by the Buyer under the Product Liability Act and data protection regulations.

(4) The Buyer can only withdraw from or terminate the contract due to a breach of obligation that does not lie in a defect if we are responsible for the breach of obligation. The Buyer's free right of termination (particularly according to sections 651 and 649 of the German Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences apply.

 

• 9 Limitation period

(1) Notwithstanding section 438, subsection 1, No. 3 of the German Civil Code, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.

(2) Special statutory provisions on limitation periods remain unaffected (particularly section 438, subsection 1, Nos. 1 and  2, subsection 3, and sections 444 and 479 of the German Civil Code).

(3) The above limitation periods under the right of purchase also apply to contractual and non-contractual claims for damages by the Buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period sections 195 and 199 of the German Civil Code) would lead to a shorter limitation period in the individual case. However, claims for damages by the Buyer according to section 8, subsection 2, sentences 1 and 2(a) as well as according to the Product Liability Act and data protection regulations expire exclusively according to the statutory limitation periods.

 

• 10 requirements for online distribution

(1) The Buyer may only resell the purchased Cambio brand goods via online sales under certain conditions. This serves to secure and strengthen the high-quality brand awareness of the Cambio brand. The Buyer must therefore observe the following requirements for online sales and also take our legitimate interests in maintaining the brand image into account.

(2) The Buyer must operate one or more points of sale. The online platform must clearly indicate the location of the Buyer's point(s) of sale.

(3) The impression, appearance, design quality, technical specifications and services offered by the Buyer's online platform as well as the presentation of the "Cambio" brand on the online platform must meet our high quality standards (e.g. the website must have reasonable loading times, customer service must be provided by expert staff and with short response times, products must be shipped quickly and in high-quality packaging) and in any case be at least equivalent to the presentation of any products offered by other brands with a high prestige value which are in direct competition with our products.

(4) Distribution via third-party platforms that are recognisable as such to the consumer (e.g. Amazon, e-Bay, farfetch) is not permitted.

 

• 11 Choice of law and jurisdiction

(1) These T&C and the contractual relationship between us and the Buyer are subject to the law of the Federal Republic of Germany, excluding international unified standard law, particularly the UN Convention on Contracts for the International Sale of Goods.

(2) If the Buyer is a merchant by definition of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Regensburg. The same applies if the Buyer is an entrepreneur by definition of section 14 of the German Civil Code. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these T&C or with an individual agreement which takes precedence or at the Buyer's general place of jurisdiction. Statutory provisions which take precedence, particularly those relating to exclusive jurisdiction, remain unaffected.