Terms of Service
1. Scope of validity
2. Offer and conclusion of contract
mages shall also be asserted against the former. BEAUTY PRODUCTION GmbH is entitled to perform part deliveries or carry out partial performance at all times. Over-deliveries or short deliveries of 10% of the contractually agreed quantities are permissible.
5. Notice of defects
6. Statute of limitations
7. Price, payment terms, cooperation obligations of the Buyer
7.2. The Buyer shall support BEAUTY PRODUCTION GmbH in rendering the services owed under the contract. The Buyer is obliged to provide the services to be rendered by it (e.g. notification of the delivery address, supplying labels, supplying suitable packaging, supplying raw materials provided) in good time. In the event of a delay on the part of the Buyer, BEAUTY PRODUCTION GmbH is entitled to invoice the manufacturing costs incurred by it up to that point in time. If this is the case, the Buyer’s delay shall be deemed to occur no later than 24 days following the receipt of a written notice from BEAUTY PRODUCTION GmbH.
8. Retention of title
8.2. As manufacturer within the meaning of Section 950 of the German Civil Code [Bürgerliches Gesetzbuch], BEAUTY PRODUCTION GmbH shall process goods delivered under the retention of title, without this giving rise to any obligations on the part of BEAUTY PRODUCTION GmbH. Whenever the Buyer processes other goods, ones that neither belong to BEAUTY PRODUCTION GmbH, nor have been delivered by the latter, BEAUTY PRODUCTION GmbH is entitled to joint ownership of the new item, in particular in proportion to the invoice value of the delivered article subject to the retention of title to the invoice value of the goods being processed. The same applies in the event of confusion.
8.3. Should the provision concerning progression lapse as a result of connection, processing or confusion, the Buyer shall, at this time already, assign to BEAUTY PRODUCTION GmbH its rights with regard to the new item or the new product, in the amount of the invoice value of the respective delivered item subject to the retention of title. The Buyer shall store the new item or the new product for BEAUTY PRODUCTION GmbH free of charge. The joint ownership rights that arise shall also be deemed to constitute a provision concerning progression for BEAUTY PRODUCTION GmbH..
8.4. The Buyer is entitled to keep track of the goods subject to the retention of title as part of customary course of business, as long as the Buyer is not in default with regard to the services it owes to BEAUTY PRODUCTION GmbH. The Buyer is obliged to arrange a retention of title with its customers. The receivables of the Buyer arising from the resale are already deemed to have been assigned to BEAUTY PRODUCTION GmbH, in the amount of the purchase price which falls upon the provision concerning progression. BEAUTY PRODUCTION GmbH accepts this assignment today. The retention of title shall lapse in the event of a resale or once the purchase price has been paid to BEAUTY PRODUCTION GmbH in full. Should the Seller conclude, or have concluded, an open account agreement with its customers which results in the receivable from the resale not being transferred to BEAUTY PRODUCTION GmbH immediately, the receivable against the Buyer’s customer arising from the open account relationship shall be deemed to have already been assigned to BEAUTY PRODUCTION GmbH. BEAUTY PRODUCTION GmbH accepts this assignment today. All receivables of the Buyer arising from the resale of the good subject to the retention of title which have been assigned to BEAUTY PRODUCTION GmbH on the grounds of this condition shall serve to secure the receivable to the same extent as the good subject to the retention of title itself..
8.5. Der Käufer ist zur Einziehung der Forderung aus dem Weiterverkauf trotzdem ermächtigt. Die dem Käufer von der Firma BEAUTY PRODUCTION GmbH erteilte Einziehungsbefugnis bleibt von der Einziehungsermächtigung des Käufers unberührt. Die Firma BEAUTY PRODUCTION GmbH wird aber selbst die Forderungen nicht einziehen, solange der Käufer seinen Zahlungsverpflichtungen ordnungsgemäß nachkommt. Auf Verlangen der Firma BEAUTY PRODUCTION GmbH hat der Käufer die Schuldner der abgetretenen Forderung mitzuteilen und diesen die Abtretung anzuzeigen. Der Käufer hat die Firma BEAUTY PRODUCTION GmbH unverzüglich davon in Kenntnis zu setzen, wenn Zwangsvollstreckungsmaßnahmen in das Vorbehaltseigentum ausgebracht werden.
8.6. Should the Buyer acquire claims against an insurer or other third parties as a result of damage to, deterioration and loss of and other kind of decay of the good subject to the retention of title, said claims, along with all ancillary rights totalling the value of the good subject to the retention of title upon delivery, are already deemed to have been assigned to BEAUTY PRODUCTION GmbH, which hereby accepts the assignment.
8.7. This means that the retention of title is contingent and shall lapse automatically upon all receivables arising from the business relationship being settled in full. If this is the case, ownership of the good subject to the retention of title shall be transferred to the Buyer, with the Buyer also becoming entitled to the assigned receivables.
8.8. If the value of the securities exceeds the value of the receivables of BEAUTY PRODUCTION GmbH by more than 20%, BEAUTY PRODUCTION GmbH shall, upon being requested to do so by the Buyer, release securities to this extent at its option.
9. Payment terms
9.2. The Buyer’s right to withhold performance is excluded during business transactions with traders. An offsetting on the part of the Buyer is not permitted if the latter’s counterclaim is acknowledged by BEAUTY PRODUCTION GmbH in writing, or has been established as having the force of law. 9.3. If the invoice is not settled, BEAUTY PRODUCTION GmbH is entitled to demand the payment of the interest rate agreed under Sub-section 7.2. of these Terms and Conditions.
9.4. In spite of possible provisions to the contrary on the part of the Buyer, BEAUTY PRODUCTION GmbH is entitled to charge payments to the Buyer’s older debts in the first instance. If this is the case, BEAUTY PRODUCTION GmbH shall notify the Buyer of the type and amount of the sum being charged without delay.
9.5. A payment is only deemed to have been made once the amount is available to BEAUTY PRODUCTION GmbH. Cheques and bills shall only be accepted on account of performance.
9.6. Should the Buyer be in arrears with its payment obligations vis-à-vis BEAUTY PRODUCTION GmbH by more than 14 days, all existing receivables shall become due immediately.
9.7. Any receivables in place vis-à-vis BEAUTY PRODUCTION GmbH may only be assigned subject to the latter’s written consent.
11. Place of performance
12. Place of jurisdiction/final provision
12.2. The performance of the contract, as well as its legal assessment, are governed by German law, regardless of whether the contract is concluded in Germany or abroad. Whatever the case may be, only German law to the exclusion of foreign law, in particular to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods and the law of the European Union, shall apply.