Terms and Conditions (AGB)

The processing of all business relationships with our customers is intended to be simplified as much as possible, without granting one party any unilateral legal advantages. The following general terms and conditions apply and are deemed expressly agreed upon for both new and ongoing business relationships.

1. Sales Conditions
   The following sales conditions apply to all contracts between the seller (Sierra Madre GmbH) and our customers regarding the delivery of goods. They also apply to all future business relationships, even if they are not explicitly agreed upon again. Any deviating terms and conditions of our customers, which the seller does not explicitly acknowledge, are non-binding for the seller, even if they are not explicitly objected to. These sales conditions also apply even if the seller executes the customer’s order without objecting to conflicting or deviating terms and conditions of the customer.
2. Delivery
   Partial deliveries are allowed and will be considered separate transactions. Delays not caused by the seller in the pre-material supply give the seller the right to extend the delivery time accordingly. Force majeure and other circumstances beyond the seller’s control, such as governmental measures, strikes, operational disruptions, civil unrest, and war measures, entitle the seller to delay the delivery or withdraw from the purchase contract or the unfulfilled part without the buyer having any claims for damages. The goods are shipped at the buyer’s risk, and deliveries are generally ex works, unless otherwise agreed in writing. If a delivery is made without the buyer having received an order confirmation in advance, a purchase contract is concluded by the shipment of the ordered goods. Delivery times are non-binding. Claims for damages due to untimely delivery are excluded. We hereby inform you that we will accept all transport packaging from our company free of charge at the customer’s request in accordance with the Packaging Act and will ensure proper disposal.
3. Complaints and Warranty
   The buyer is obligated to inspect the goods immediately after receipt or as soon as they or their agents have gained control of the goods. Any defects must be reported in writing or by phone within 48 hours. The period begins when the buyer or their agent has taken possession of the goods. The customer must verify the condition of the delivered goods through adequate sampling. In the case of valid complaints, we are only required to take back the disputed goods. The return applies only to the original packaging and undiluted goods. The seller is entitled but not obliged to make a replacement delivery. No further claims for damages due to direct or indirect damage or consequential damages exist. Complaints regarding packaging and underweight must be noted in writing on the delivery papers at the time of receipt before signing the receipt. For underweight individual packages, the actual weight must be determined in the presence of the delivery drivers. If no reservations are made in the receipt, the seller is not liable for compensation. Even in the event of a complaint, the buyer is required to accept the goods. The buyer must store the goods properly until the seller can inspect the complaint. The return of the disputed goods may only be done after the seller’s prior consent.

For shipments by freight carrier, complaints regarding damage and shortages will only be accepted if the complaint is confirmed in writing by the carrier on the waybill and the confirmed waybill is sent to us without delay. If the goods are collected by the customer, complaints regarding damage and shortages are only possible upon delivery unless the customer can prove the complaint clearly after delivery.

4. Payment
   All prices are in EUR plus the applicable VAT at the time of the contract or delivery. Prices are ex-warehouse plus shipping costs. Shipping costs only apply if no other written agreements have been made. In the absence of an agreement, payment is due immediately after the invoice date, net without deduction. New customers must pay in advance until a change agreement is made, which can also be agreed upon before the business relationship begins. The seller is not obligated to accept bills of exchange. Checks are credited after clearing. The claim and its due date remain unaffected until then. The seller does not guarantee timely redemption. Protest and return fees are at the buyer’s expense. Direct debits are only accepted in the direct debit procedure.

If the payment deadline is exceeded and after a single reminder, the seller is entitled to the following rights:

• All future deliveries, even from other contracts, need not be executed.
• Damages arising from this can be claimed.
• All other claims, even if they are not yet due, become immediately due.
• Interest on overdue payments according to the statutory regulations and reminder fees.

5. Prices
   The prices listed in the price lists for goods and promotional materials are invalid with the publication of a new price list or promotional materials list. The prices for special offers are valid only as per the terms of the respective offer and are limited to the stock available at the time of the special offer’s publication. All offers are generally non-binding. The pricing is based on the respective delivery date.
6. Creditworthiness
   Changes in ownership, company form, address, or other circumstances affecting the economic situation and creditworthiness, especially an existing or intended global assignment in favor of third parties, must be reported to the seller immediately in writing. Such substantial changes entitle the seller to:

• Demand immediate payment or security for due or deferred claims from all legal transactions.
• Refuse contract performance until prepayment or security is provided, withdraw from the contract, or claim damages for non-performance.

7. Retention of Title
   Until the fulfillment of all claims, including any balance claims from current accounts, which the seller has or will have against the customer now or in the future, the delivered goods (retained goods) remain the property of the seller. In case of contract violation by the buyer, such as delayed payment, the seller has the right, after setting a reasonable deadline, to reclaim the retained goods. Reclaiming the retained goods is considered a withdrawal from the contract. The seller is entitled to dispose of the retained goods after reclaiming them. After deducting a reasonable amount for disposal costs, the proceeds from disposal will be offset against the amounts owed to the seller by the customer.

The customer must handle the retained goods with care and insure them adequately against fire, water, and theft at their own expense. The customer is entitled to sell and/or use the retained goods in proper business transactions, as long as they are not in default of payment. Pledging or transferring the goods as security is not permitted. The customer already assigns all claims arising from the resale or any other legal grounds (insurance, tort) regarding the retained goods to the seller in full as security; the seller hereby accepts the assignment. The seller authorizes the customer to collect the assigned claims on behalf of the seller. The authorization to collect can be revoked at any time if the customer fails to fulfill their payment obligations. The customer is not authorized to assign these claims for the purpose of debt collection through factoring unless the factor simultaneously undertakes to pay the seller directly the equivalent of the claim as long as any outstanding claims from the seller exist.

8. Data Storage
   We hereby inform you that the seller collects and stores data in accordance with the Federal Data Protection Act. This data is limited to what is necessary to ensure a simple and secure business process.
9. Exclusion of Penalty Clauses
   The seller does not accept any flat-rate or non-fault-based penalties. Penalty clauses are only effective if individually agreed upon.
10. Jurisdiction
    The competent court for the location of our company is the jurisdiction for disputes.
11. Legal Effect
    If any of the above conditions or any other contractual agreement is or becomes invalid, the validity of the other provisions will not be affected. In place of the invalid provision, a legally permissible provision will apply that most closely reflects the intent of the parties.

© 2019 by Sierra Madre GmbH | Rohrstrasse 26 | D 58093 Hagen

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