General Terms and Conditions of Sale, Delivery and Payment (AGB) SALJOL GmbH to Resellers
These terms and conditions are an integral part of all contracts for deliveries by SALJOL. Any agreements of the purchaser to the contrary or deviating from our terms and conditions shall only be recognised by us, if they have been explicitly agreed to in writing prior to conclusion of the contract. These terms and conditions of sale also applies to all future transactions with the customer, to the extent that these are legal transactions of a related nature.
Offer and conclusion of purchase agreement
The purchase agreement is only concluded when SALJOL confirms the order in writing or delivers the ordered goods.
(1) Unless otherwise agreed in writing, all prices are net prices in Euros plus VAT at the applicable rate. Costs for shipping, transport insurance and packaging will be invoiced separately.
(2) The price list of SALJOL shall apply, including the list of shipping costs. SALJOL reserves the right to make reasonable price changes due to changes in wage, material and distribution costs after conclusion of the contract.
(3) Unless otherwise agreed, the purchase price shall be paid without deduction within 30 days of delivery. Interest on overdue payments shall be charged at a rate of 8% p.a. above the respective basic interest rate. The enforcement of a higher damage caused by non-payment remains reserved.
(4) The customer shall only be entitled to set-off rights if his counterclaims have been legally established being undisputed or acknowledged and due by SALJOL.
Delivery dates/delivery and acceptance
(1) Delivery dates are always non-binding unless they have been expressly confirmed as binding.
(2) SALJOL is entitled, in the event of unjustified non-acceptance, to demand either the actual damage incurred or, without proof of concrete damage, 10% of the agreed price as compensation. The customer may prove that the damage did not occur or did not occur in the amount of the lump sum.
Danger is assumed upon transportation
If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of delivery or whoever bears the freight costs.
Reservation of Ownership
(1) SALJOL shall retain ownership of the delivered goods vis-à-vis merchants until complete payment of all claims arising from the business relationship between SALJOL and the purchaser. This will also apply to all future deliveries, even if this is not explicity mentioned by SALJOL. SALJOL shall be entitled to take back the goods if the purchaser behaves in breach of contract.
(2) The purchaser is obliged to treat the object of sale with care as long as ownership has not yet passed to him. As long as ownership has not yet been transferred, the purchaser must immediately notify SALJOL in writing if the delivered item is seized or subjected to other interventions by third parties.
(3) The purchaser is entitled to resell the reserved goods in the normal course of business. The Purchaser hereby assigns to SALJOL the claims arising from the resale of the reserved goods in the amount of the agreed final invoice amount (including value added tax). This assignment shall apply regardless of whether the object of sale has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. SALJOL's authority to enforce the claim remains unaffected. However, SALJOL shall not enforce the claim as long as the Purchaser meets its payment obligations from the proceeds received, is not in delay of payment and in particular has not filed for insolvency or suspended payments.
(4) The handling processing or transformation of the object of sale by the purchaser shall always take place in the name of and on behalf of SALJOL. In this case, the purchaser's expectant right to the object of sale shall continue in the transformed object. If the object of sale is processed with other objects not belonging to SALJOL, SALJOL shall acquire co-ownership of the new object in the ratio of the objective value of the object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the purchaser's item is to be regarded as the main item, it shall be deemed agreed that the purchaser shall co-own SALJOL pro rata, and uphold the sole ownership or co-ownership caused in safe keeping.
Warranty and notice of defects
(1) Warranty rights of the purchaser assume that he has duly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) Warranty claims expire 12 months after delivery of the goods delivered by us to our customer. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. If the law prescribes longer periods, these periods shall apply. Our consent must be obtained before any goods are returned.
(3) If, despite all the care taken, the delivered goods show a defect which existed at the time of the transfer of risk, SALJOL will either repair the goods or deliver replacement goods. SALJOL shall always be given the opportunity to remedy the defect within a reasonable period of time.
(4) If the supplementary performance fails, the purchaser may - without prejudice to any claims for damages - withdraw from the contract or reduce the compensation.
(5) Warranty claims shall not exist in the event of insignificant deviations from the agreed quality, in the event of insignificant impairment of usability, in the event of natural wear and tear, or in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, or as a result of special external influences not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims based on defects shall exist either for these and the consequences arising therefrom.
(6) Claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded to the extent that such expenses increase because the delivered goods have subsequently been taken to a location other than the Purchaser's branch location, unless such transport complies with the intended use.
SALJOL does not provide any guarantee.
(1) SALJOL excludes any liability unless it is based on injury to life, body or health. Liability for intent or gross negligence as well as liability under the Product Liability Act shall remain unaffected.
(2) Damages to companies due to non-delivery or delayed delivery shall be limited to the contractual amount on which the respective delivery is based.
In order to signal the high quality of SALJOL's branded products and to protect high-quality advice, SALJOL prohibits commercial customers from offering or selling its products via Internet platforms or to other resellers. SALJOL may claim an appropriate contractual penalty for any violation of this clause.
Return of merchandise
(1) An exchange of goods outside the warranty can only take place upon a respective agreement. SALJOL will only accept returning goods after an appropriate agreement, if the goods are in the original packaging and the article is unused. The purchaser shall bear the costs for taking back the goods (e.g. shipping). The repossession will only be carried out subject to a credit note for the goods, taking into account devaluations (age, condition of the goods) at the time of return, as well as a handling fee amounting to 20% of the contract price.
(2) Articles delivered more than 3 months ago, hygiene articles (e.g. EXTRA, SALON, SPA), made-to-measure and special products, articles with a product value of less than € 100 (net) as well as used articles are generally excluded from return.
(1) This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). (2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of SALJOL, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.