General Terms and Conditions

General Terms and Conditions of Business and Delivery of Gold Quadrat GmbH

1. General – Important notes

1.1 For all business relations between Gold Quadrat GmbH ("Gold Quadrat") and the customer, the following General Terms and Conditions shall apply exclusively in the version valid at the time of conclusion of the contract. In all other respects the statutory provisions shall apply. General terms and conditions of the customer which deviate from these terms and conditions of delivery or the statutory regulation are expressly contradicted. They are not accepted even with the execution of a contract, in particular the delivery of goods by Gold Quadrat. Deviating, conflicting or supplementary general terms and conditions of the supplier shall only become part of the contract if and insofar as Gold Quadrat has expressly agreed to their validity in writing.

1.2 The customer is a consumer insofar as the purpose of the ordered deliveries and services cannot be attributed predominantly to his commercial or self-employed professional activity. On the other hand, an entrepreneur is any natural person or legal entity or partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding the contract. Customers within the meaning of these Terms and Conditions are both consumers and entrepreneurs.

1.3 Special agreements and collateral agreements require the written consent of Gold Quadrat to become effective. Individual agreements made with the customer in individual cases shall in any case take precedence over these terms and conditions.

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2. Contract – Written form

2.1. Our offers are subject to change and non-binding. This also applies if Gold Quadrat has provided the customer with catalogues, technical documentation, other product descriptions or documents.

2.2 The order of the goods by the customer shall be deemed a binding offer of contract. Unless otherwise stated in the order, Gold Quadrat shall be entitled to accept this contractual offer within 2 weeks after its receipt by Gold Quadrat.

2.3 A contract shall only be concluded through an order confirmation by Gold Quadrat or if orders are executed without an order confirmation by Gold Quadrat. The transmission of the order confirmation in text form is sufficient (by e-mail, fax, letter etc.).

2.4 Amendments, supplements and/or the cancellation of the contract must be made in writing. This form is also required for the waiver of the written form requirement itself. Declarations and notifications by the customer after conclusion of the contract shall only be effective if they are made in writing.

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3. Prices – Terms of payment

3.1 All prices of Gold Quadrat are gross prices, for companies we charge net prices. Please use our gross/net price display function.

3.2 In the case of a sale by delivery to a place other than the place of performance, the customer shall bear the pro rata transport costs ex works (including the costs of transport packaging and loading) and the costs of any transport insurance requested by the customer, unless otherwise agreed. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

3.3 Unless otherwise agreed, the agreed purchase price shall be due and payable within 20 calendar days from the date of invoice.

3.4 The date of receipt of payment for all means of payment shall be the date on which Gold Quadrat can dispose of the amount owed by the customer.

3.5 Upon expiry of the payment deadline specified in clause 3.3, the customer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. Gold Quadrat reserves the right to claim further damages caused by default. Subject to a higher damage Gold Quadrat may charge 5.00 € each for the second and each reasonable further reminder. The customer reserves the right to prove a missing or lower damage. Gold Quadrat's claim to the commercial due date interest (§ 353 HGB) against merchants shall remain unaffected.

3.6 If it becomes apparent after conclusion of the contract that Gold Quadrat claim to the purchase price is jeopardised by the customer's lack of ability to perform (e.g. by application for opening of insolvency proceedings), Gold Quadrat shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract. In the case of contracts for the production of unjustifiable items (custom-made products), Gold Quadrat may declare the withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

3.7 If Gold Quadrat has a claim for payment due against the customer from the continuous business relationship with the customer, Gold Quadrat may refuse deliveries of goods until the customer has effected the due payment or provided security for it. If the security is not provided within twelve working days after a request to do so, Gold Quadrat shall be entitled to withdraw from the contract.

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4. Delivery – Delivery time

4.1 Unless otherwise agreed in writing, deliveries shall be made "ex works" within the meaning of INCOTERMS 2010 (EXW), which is also the place of performance.

4.2 Delivery or service deadlines and delivery or service dates shall be agreed individually or stated by Gold Quadrat upon acceptance of the order. The beginning of a delivery period requires that all documents, materials and information to be handed over by the customer and necessary for the execution of the contract as well as all necessary approvals or permits have been handed over to Gold Quadrat in due time with the necessary content and/or in the agreed condition. The defence of non-performance of the contract remains reserved.

4.3 If Gold Quadrat does not receive deliveries or services from sub-suppliers or from subcontractors for reasons for which it is not responsible despite proper congruent coverage, or does not receive them properly or on time, or if events of force majeure occur, i.e. impediments to performance through no fault of its own with a duration of more than 1 calendar month, Gold Quadrat shall inform the customer in writing in due time. In this case Gold Quadrat is entitled to postpone the delivery or performance for the duration of the impediment or to withdraw from the contract in whole or in part due to the part not yet fulfilled, provided that Gold Quadrat has fulfilled its aforementioned duty to inform and has not assumed the procurement risk or manufacturing risk and the impediment to performance is not only of a temporary nature. Force majeure shall include strikes, lock-outs, official interventions, shortages of energy and raw materials, transport bottlenecks for which Gold Quadrat is not responsible, operational hindrances for which Gold Quadrat is not responsible, e.g. due to fire, water and damage to machinery, and all other hindrances which, viewed objectively, were not culpably caused by Gold Quadrat.

4.4 If the customer is in default with the call-off, acceptance or collection or if he is responsible for a delay in dispatch or delivery, Gold Quadrat shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs) without prejudice to further claims.

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5. Retention of title

5.1 Gold Quadrat retains ownership of the delivered goods ("reserved goods") until all claims arising from the business relationship have been settled. In case of a current account, the entire reserved goods shall secure the respective balance claim of Gold Quadrat.

5.2 Prior to the full settlement of the aforementioned claims of Gold Quadrat, the customer may resell the delivered goods in the ordinary course of business, unless a prohibition of assignment has been or will be agreed with third parties for the claims assigned to Gold Quadrat in advance in item 5.3. Pledging or transfer by way of security of reserved property of Gold Quadrat shall require its prior written consent.

5.3 In order to further secure the claims of Gold Quadrat mentioned in 5.1, the customer already now assigns to Gold Quadrat those of his claims, including those from current account or current account, which accrue to him from a resale of the unchanged or changed reserved goods against his contractual partners or third parties. Gold Quadrat accepts this assignment already now. This shall be effected in the amount of the invoice value, including value added tax, of those goods subject to retention of title which are affected by the respective sale.

5.4 The customer may collect the claims assigned in advance in accordance with 5.3 in the ordinary course of business. The authority to collect also authorises the customer to collect the receivables from the bank if he has previously ensured by agreements with the bank that the cash receipts are not subject to the banks' lien and that he can at any time fulfil his obligation to transfer proceeds to Gold Quadrat. If he is in default with the settlement of his liabilities to Gold Quadrat, this power of collection shall also expire. With the expiry of this authority Gold Quadrat is entitled to disclose the assignments and to demand from the customer all necessary information and documents for their assertion.

5.5 As long as the delivered products are the property of Gold Quadrat, (5.1) a treatment or processing in which a new movable object is produced shall also be carried out on behalf of Gold Quadrat without obligating Gold Quadrat in any way. Thereby Gold Quadrat acquires a co-ownership share in the new object. The amount of this co-ownership share shall be determined according to the ratio of the value of the goods subject to retention of title incorporated into the new object and the value of the objects brought in by the customer or third parties at the time of incorporation. The value added by the processing shall not be accessed. The customer is entitled to this. The customer's expectant right to acquire ownership of the goods subject to retention of title shall continue to apply to Gold Quadrat's co-ownership share. The customer shall be authorised to dispose of this co-ownership share in accordance with the above provision.

5.6 If the realisable value of the securities existing for Gold Quadrat solely due to this reservation of title provision or together with other securities exceeds the secured claims of Gold Quadrat by more than 10%, Gold Quadrat shall be obliged to release securities of its choice to this extent if the customer so requests.

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6. Transfer of risk, Shipping

6.1 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 if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). The handover is the same if the customer is in default of acceptance.

6.2 Gold Quadrat bears the shipping risk if the customer is a consumer.

6.3 Gold Quadrat is only liable for fault in the selection when Gold Quadrat selects the shipping method, the shipping route or the shipping person.

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7. Defect claims of the customer

7.1 The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated below.

7.2 The basis of Gold Quadrat's liability for defects is above all the agreement reached on the quality of the goods. The information, drawings, illustrations, samples, technical information and data as well as recommendations for use contained in brochures, catalogues, advertisements, price lists or offer documents shall be deemed to be an agreement on the quality of the goods insofar as they have been expressly confirmed by Gold Quadrat as binding and effectively included in the individual contract. Quality guarantees are only those which have been expressly designated as such by Gold Quadrat in the order confirmation.

7.3 The customer's claims for defects presuppose that, if the customer is a businessman, he has fulfilled his statutory duties of examination and notification of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, Gold Quadrat shall be notified accordingly in writing without undue delay. The notification shall be deemed to be immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer shall notify Gold Quadrat in writing of obvious defects (including wrong and short delivery) within two weeks after delivery, whereby the timely dispatch of the notice shall also suffice to meet the deadline. If the customer neglects the proper inspection and/or notification of defects, Gold Quadrat's liability for the undisclosed defect shall be excluded. The customer shall be liable for the fact that the recipient of the goods fulfils the obligations to give notice of defects in case of a drop shipment initiated by him.

7.4 If the delivered item is defective, Gold Quadrat may first choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). Gold Quadrat's right to refuse subsequent performance under the statutory conditions shall remain unaffected.

7.5 Gold Quadrat is entitled to make the owed supplementary performance dependent on the customer paying the due purchase price. However, the customer shall be entitled to retain a reasonable part of the purchase price in relation to the defect.

7.6 The customer shall give Gold Quadrat the time and opportunity necessary for the owed supplementary performance, in particular to hand over the rejected goods for inspection purposes. In case of replacement delivery the customer shall return the defective item to Gold Quadrat according to the statutory provisions. The supplementary performance shall neither include the removal of the defective item nor the renewed installation if Gold Quadrat was not originally obliged to install the item.

7.7 The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), shall be paid by Gold Quadrat if there is actually a defect. If, however, a request of the customer to rectify the defect turns out to be unjustified, Gold Quadrat may demand reimbursement of the resulting costs from the customer.

7.8 The warranty period vis-à-vis entrepreneurs for newly manufactured goods delivered by Gold Quadrat is 12 months, for used goods 6 months from the handover of the goods to the customer.

7.9 An additional guarantee exists for the goods delivered by Gold Quadrat only if this was expressly given in the order confirmation for the respective item.

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8. Liability

8.1 Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Gold Quadrats, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

8.2 In the event of a breach of material contractual obligations, Gold Quadrat shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the customer's claims for damages are based on injury to life, body or health.

8.3 The restrictions of clauses 8.1 and 8.2 also apply in favour of the legal representatives and vicarious agents of Gold Quadrats if claims are asserted directly against them.

8.4 The limitations of liability resulting from clauses 8.1 and 8.2 shall not apply insofar as Gold Quadrat has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same shall apply insofar as Gold Quadrat and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

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9. Right of cancellation

9.1 In principle, consumers have a statutory right of withdrawal when concluding a distance selling transaction, which Gold Quadrat informs about below in accordance with the statutory model:

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Cancellation policy

Right of cancellation

You have the right to cancel this contract within fourteen days without giving any reason.

The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has or has taken possession of the goods. To exercise your right of withdrawal, you must send us:

Gold Quadrat GmbH
Büttnerstraße 13
30165 Hannover

Fax: +49 (0)511 / 44 98 97 - 44
E-Mail: info@goldquadrat.de

by means of a clear declaration (e.g. a letter sent by post, fax or e-mail) of your decision to revoke this contract. You can use the attached model withdrawal form for this purpose, which is, however, not mandatory.

To comply with the cancellation period, it is sufficient that you send the notification of the exercise of the right of cancellation before the end of the cancellation period.

Consequences of cancellation

If you withdraw from this contract, we must repay you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a type of delivery other than the inexpensive standard delivery offered by us), without delay and at the latest within fourteen days from the day on which we received the notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to us immediately and in any case no later than fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the end of the period of fourteen days.

You shall cover the direct costs of returning the goods.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for testing the quality, characteristics and functioning of the goods.

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10. Set-off – Retention

10.1 The customer may only set off claims that are undisputed or have become res judicata.

10.2 The rights of retention according to §§ 273 BGB and §§ 369 ff. HGB (German Commercial Code) shall only be available to the customer to the extent that the claim giving rise to these rights is based on the same legal relationship as the claim of Gold Quadrat, unless the customer's counterclaims are undisputed or have been finally adjudicated. The customer shall not be entitled to a right of satisfaction according to § 371 HGB.

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11. Data protection notice

As far as it is necessary for the fulfilment of the contract and for the implementation of pre-contractual measures, Gold Quadrat processes personal data, such as contact persons and official contact data. The handling of personal data is governed by the provisions of the Data Protection Regulation (DSGVO) and, if applicable, other data protection regulations. You can find more information https://www.goldquadrat.de/b2c/en/legal/datenschutz/ and https://www.goldquadrat.de/b2c/en/legal/impressum/.

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12. Final provisions

12.1 The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the place of business of Gold Quadrat. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if the customer's place of residence or habitual abode are not known at the time the action is brought.

12.3 Should individual provisions of the contract with the customer, including these general terms and conditions of business and delivery, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to the invalid provision.

Gold Quadrat GmbH
Büttnerstraße 13
30165 Hannover

Status: August 2019