Terms and Conditions (General Terms and Conditions)

General
The following general terms and conditions of purchase and sale become part of the contract concluded with Klaus Roos

purchase contract. Conflicting or deviating conditions or other restrictions of the buyer or supplier are only approved with the express written consent of Klaus Roos.

Offers/Orders
Offers from Klaus Roos are non-binding with regard to price, quantity, delivery period and availability. Intermediate sales are expressly reserved. Orders from the buyer become binding for Klaus Roos through written or printed confirmations from Klaus Roos (e.g. invoice, delivery note or order confirmation).

calculation
The prices agreed at the time the contract was concluded plus statutory sales tax apply. Calculation takes place with the delivery unless other terms of payment have been agreed.

payment
Invoices are to be paid within the agreed payment period after the respective invoice date in cash or by bank transfer. If the payment deadline is exceeded, interest of 4% above the respective discount rate of the Deutsche Bundesbank can be charged, provided Klaus Roos does not have to meet further interest obligations himself. In the event of default, the statutory rights to assert non-performance damage and to withdraw from the contract remain reserved. In addition, any remaining debts from the contractual relationship are due immediately.
The term of payment is noted in writing on the Klaus Roos invoice under “payable by”.
This date with the noted payment target is binding for the contractual partner.
The submission of checks and bills of exchange requires the express consent of Klaus Roos. It is done on account of payment. The maximum term for bills of exchange is ninety days after the invoice date.

Discount, bill of exchange charges and similar charges from thirty days after the invoice date shall be borne by the contractual partner.
If there are justified doubts as to the solvency or creditworthiness of the contractual partner and if, despite a corresponding request, the contractual partner is neither willing to pay in advance nor provide suitable security, Klaus Roos is entitled to withdraw from the contract if Klaus Roos has not yet performed a service.
Down payments and advance payments are to be made plus sales tax.
Payments are only deemed to have been made when the amount is finally available in Klaus Roos' account.
Klaus Roos reserves the right to use payments first to settle the oldest due invoice items plus the accrued default interest and costs, regardless of any provision by the contractual partner. This is done in the legal order: costs, interest, principal claim.
The contractual partner's right of retention is excluded. The contractual partner may only offset undisputed or legally established counterclaims.
The delivery period of Klaus Roos is suspended as long as the contractual partner is in arrears in whole or in part due to an obligation towards Klaus Roos.

delivery
Klaus Roos always endeavors to deliver as quickly as possible. There are no fixed delivery periods unless this has been expressly confirmed in writing by Klaus Roos upon conclusion of the contract.
If a delivery date has been agreed, the buyer must set a reasonable grace period for this in the event of a delay on the part of Klaus Roos. This must be at least two weeks.
If the delivery is correct and on time, the contractual partner is obliged to accept the goods immediately.
The day of delivery is the day on which the goods leave a Klaus Roos warehouse. If this cannot be determined, the day the goods are made available shall be deemed to be the day of delivery.
If packaging is provided by the manufacturer, his special conditions may apply in addition.

Shipment
Klaus Roos reserves the right to choose the shipping route and the shipping partner. Additional costs resulting from the contractual partner's special shipping requests shall be borne by the contractual partner.
The same applies to increases in freight rates, storage costs, any additional costs due to imponderables, etc. that occur after the conclusion of the contract, unless carriage paid delivery has been agreed.
Risk of destruction, loss or damage to the goods is transferred to the contractual partner when they are dispatched or, in the case of self-collection, when the goods are made available.
Transport insurance by Klaus Roos only takes place at the express request of the contractual partner and against corresponding reimbursement of costs incurred by Klaus Roos.

notice of defects
Complaints will only be considered if they are made immediately, but no later than one week after the arrival of the goods, with the provision of receipts, if necessary samples, packing slips, conclusive pictures and if necessary signatures on the packaging. Invoice number with date must be specified.
In the case of hidden defects, the written complaint must be made immediately, but no later than 2 months after receipt of the goods. The burden of proof for the hidden defect lies solely with the contractual partner.
Goods that have been the subject of a complaint may only be returned with the express consent of Klaus Roos. Only then can the resulting costs be borne by Klaus Roos.
In order to avoid the loss of claims for damages, transport damage must be reported to the carrier by the contractual partner immediately upon delivery of the goods and recorded with witnesses.
Subsequent complaints about transport damage cannot be considered.

Brokerage commissions/customer protection
Brokerage commissions agreed by Klaus Roos with third parties only relate to the contractually agreed individual transaction. Commissions on follow-up business with the corresponding customer are not granted. Customer protection for the intermediary against Klaus Roos does not exist. Verbal agreements with Klaus Roos are only valid after they have become legally binding in writing.
Brokerage commissions are only paid after a written agreement with the agent. The commission rate must be confirmed in writing in advance by both parties in % or EURO for each transaction.
Commission payments are only due after payment has been made by the buyer and after final availability on Klaus Roos' account plus 10 days for payment.
Any additional claims or claims for damages by the buyer reduce the commission and are obligated to be reimbursed by the agent to Klaus Roos.
Agreements between Klaus Roos and agents do not affect the customer.

retention of title
The goods do not fully become the property of the buyer until he has paid all of his liabilities from the business relationship with Klaus Roos, including ancillary claims.
claims for damages and cashing of checks or bills of exchange.
In the case of current invoices, the retention of title also serves as security for balance claims against Klaus Roos. The buyer is entitled to use the delivered goods in the ordinary course of business,
to sell as long as he is not in default. Pledging or security transfer is expressly prohibited.
Klaus Roos is entitled, without setting a grace period and without withdrawing from the contract, to demand the return of the reserved goods from the buyer if the buyer is in arrears with the fulfillment of his obligations towards Klaus Roos. Alternatively, Klaus Roos is entitled to demand advance payments. Taking back the reserved goods is only a withdrawal from the contract if Klaus Roos expressly declares this in writing.
If the buyer sells the goods delivered by Klaus Roos, regardless of the condition, he immediately assigns the claim arising from the sale of the goods to Klaus Roos.
At the request of Klaus Roos, the buyer is obliged to immediately announce any assignment to third parties and to hand over the information and documents required for Klaus Roos to assert its rights against third parties.
If reserved goods are sold together with other items for a total price, the assignment is limited to the pro rata amount of Klaus Roos' invoice for the reserved goods also sold.

Force Majeure/Contract Obstacles
Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, flooding, unforeseeable shortages of labour, energy, raw materials or supplies,
Official orders or other hindrances for which the party liable to perform is not responsible, which reduce, delay, prevent or make unreasonable the production, dispatch, acceptance or consumption, release the customer from the obligation to deliver for the duration and extent of the disruption. If the delivery is delayed by more than eight weeks from the appropriate or agreed delivery date as a result of the disruption, both contracting parties are entitled to withdraw. In the event of partial or complete loss of Klaus Roos' source of supply, regardless of the type, Klaus Roos is not obliged to make cover purchases from third parties. In this case, Klaus Roos is also entitled to put together partial deliveries from the available quantities of goods, taking into account any personal requirements, and to distribute them among the buyers at his own discretion.

order goods
The supplier confirms to Klaus Roos that the items delivered by the supplier are marketable worldwide, ie with regard to content and packaging as well as the information contained on it
comply with the legal provisions applicable in Germany. These are original goods, free from third-party rights and can be freely sold on the global market. Customs and tax regulations were observed during import. The goods were acquired in the ordinary course of business. If the goods do not correspond to the contractual provisions, the seller is obliged to take back the goods step by step against repayment of the purchase price, subject to further claims. The supplier undertakes to indemnify Klaus Roos from any claims by third parties resulting from an alleged infringement of rights and to reimburse any expenses incurred.

Jurisdiction/Place of Performance/Effectiveness Clause
The exclusive place of jurisdiction for both parties is Biberach. The place of performance for the delivery is the respective shipping point. Biberach is decisive for payment transactions.

Should individual provisions of these terms and conditions of purchase, sale and delivery be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions or parts thereof or the contractual relationship on which they are based. The parties must replace a possible invalid regulation with a regulation that comes as close as possible to the economic purpose of the invalid regulation.