General Terms And Conditions

General Terms And Conditions

A: General Business and Delivery Conditions of JBL GmbH & Co. KG Towards Business Owners.

B: General Business and Delivery Conditions of JBL GmbH & Co. KG Towards Consumers.

C: Mandatory information in electronic commerce

Engl: Referral to an online platform for extrajudicial resolution

A: General Business and Delivery Conditions of JBL GmbH & Co. KG Towards Business Owners.

Version 11/2015

1. Scope of Application

1.1. These conditions of JBL GmbH & Co. KG (hereinafter referred to as ‘Seller’) apply in the version valid at the time the order is made for all deliveries and services of the seller towards business owners (hereinafter referred to as ‘Buyer’) as defined in § 14 BGB (German Civil Code), therefore towards every natural person, legal entity or partnership with legal capacity executing their self-employed or commercial professional activities upon conclusion of the legal transaction.

1.2. Through placing an order, the buyer consents to these conditions. Differing conditions of the buyer do not apply even if the seller does not expressly disagree to them.

2. Conclusion of Contract and Right of Modification

2.1. The seller’s offerings do not constitute a binding offer to sell towards the buyer. They are merely a request to the buyer to submit a binding offer to the seller.

2.2. Purchase offers can be submitted by the buyer by fax, email, telephone or via the B2B online shop. The acceptance of the contract by the seller shall be given within 14 days through an explicit declaration of acceptance, a request for payment or the dispatch of the goods.

2.3. The right to make changes to design/construction, as well as other changes to technical specifications and performance, is reserved, insofar as they serve the interests of technical progress and are reasonable for the buyer.

3. Prices

3.1. All prices named in offers and orders and the amounts due for payment that result do not include statutory value-added tax to the respectively applicable amount nor packaging, which is to be separately indicated on the invoice.

3.2. Provided that nothing else arises following order confirmation, the prices that apply are ‘ex-warehouse Neuhofen/Pfalz’.

4. Delivery

4.1. Details on the delivery period are only deemed to be binding if the delivery date is agreed to in writing by the seller.

4.2. Unless agreed otherwise, the delivery is made from the Neuhofen warehouse at the customer’s own cost and risk.

4.3. If the seller is unable to adhere to the agreed delivery period, s/he is to promptly make the buyer aware of the situation. Disruptions to the seller’s business operations or those of suppliers for which the seller is not responsible, particularly work stoppages, lawful lockouts, as well as acts of God; lead to an extension of the delivery period in accordance with the duration of the disruption. In such cases, the buyer is only entitled to withdraw from the contract if s/he sends a reminder of the agreed services upon expiry of the delivery period and s/he sets an appropriate grace period which expires to no avail. If the delivery period is defined by a calendar date, the appropriate grace period to be set by the buyer begins upon the passing of this date. The statutory right to claim damages in place of the service remains unaffected.

4.4. Partial deliveries are permitted insofar as they are reasonable to the buyer.

5. Payment Terms

5.1. Provided that nothing else arises following order confirmation, sales to first time buyers shall be subject to prepayment or cash on delivery with a 2% discount. Furthermore, the seller grants a 3% discount for payment by direct debit, upon collection and spot cash. For payments on account, the purchase price is to be settled within 8 days of the invoice date with a 2% discount or net (without deduction) within 30 days of the invoice date. A discount is only granted if there are no due claims against the buyer.

5.2. The statutory regulations concerning the consequences of late payment apply accordingly.

5.3. Cheques are accepted exclusively on account of performance. Bills of exchange are not accepted as a means of payment.

6. Offsetting/Retention

6.1. The buyer may only offset claims which are uncontested or legally binding.

6.2. The buyer is only entitled to exercise his/her right of retention insofar as his/her counterclaim is based on the same contractual relationship.

7. Title Retention

7.1. The delivery item, including any additions (‘discounts in kind’), remains the property of the seller until all claims against the buyer toward the seller arising from the business relationship have been fulfilled. In the event that the buyer breaches the contract, the seller is entitled to recover the conditional goods. The recovery of goods does not constitute withdrawal from the contract unless this is expressly stated by the seller.

7.2. The conditional goods can then be resold in the normal course of business. In the event of a sale, the buyer cedes to the seller by way of security his/her claim arising from the resale against the purchaser with all ancillary rights without the need for any further declarations. This cession is subject to all balance demands and only to the amount which corresponds to the prices of the conditional goods as invoiced by the seller. The buyer shall remain entitled to collect the claim even after ceding rights. This does not affect the right of the seller to collect the claim themselves. The seller shall not make use of this right provided the buyer satisfies his/her payment obligations from the proceeds collected and does not default on payment or cease payment.

7.3. The processing of the conditional goods by the buyer is always performed for and on behalf of the seller. In this regard, the expectant right of the buyer to the processed conditional goods continues. Should the conditional goods be processed with other goods which do not belong to the seller, the seller acquires joint ownership of the new item proportional to the invoice amount of the conditional goods compared to the other processed items at the time at which the processing takes place. The same shall also apply to any mixing/combination. If the mixing takes place in a way that the buyer’s item can be deemed as the principal item, it is hereby agreed that the buyer is to regularly transfer joint ownership to the seller and that the sole or joint ownership that arises is reserved for the seller. To secure the claims of the seller, the buyer also cedes those claims which have arisen from the combination of the conditional goods with property of a third party; the seller hereby accepts the cession of rights.

7.4. The buyer shall immediately inform the seller in writing if the delivered conditional goods have been seized or exposed to third parties until such a point as ownership of the conditional goods is transferred. The buyer is obligated to provide the seller with all necessary information and, if applicable, documents, which are required for third-party proceedings instituted to prevent the execution of a judgment in accordance with § 771 ZPO (German Code of Civil Procedure).

7.5. Upon request from the buyer, the seller is under an obligation to partially release the securities to which they are entitled if their value exceeds the claims to be secured by more than 20%.

8. Liability for Defects

8.1. The period of limitation for defects is subject to the statutory provisions. The period begins anew if a replacement is delivered as part of liability for defects.

8.2. Minor deviations from the agreed quality or minor impairments to usefulness shall not be subject to claims for defects.

8.3. Provided that notification of the defect is given within the deadline, the seller shall, within the statutory provisions, undertake to repair or replace the goods in question. If the supplementary performance should be unsuccessful, the buyer may withdraw from the contract or reduce the remuneration.

8.4. For sales to a merchant deemed as such by commercial law (§ 1 HGB (German Commercial Code), the obligations for commercial inspection and providing notice of defects as defined in § 377 HGB shall apply. Should the statutory notification obligations be omitted, the goods are considered approved.

9. Liability

9.1. The seller assumes liability in accordance with the statutory conditions if the buyer asserts claims which are based on intentional acts or gross negligence, including the intentional acts or gross negligence of their representatives or vicarious agents.

9.2. In other cases, the seller only assumes liability in accordance with the Product Liability Act (Produkthaftungsgesetz) and for injury to life, limb or health or for a culpable violation of essential contractual obligations (cardinal obligations).

9.3. The buyer’s right to claim damages for the violation of essential contractual obligations (cardinal obligations) is limited to damages that are typically foreseeable upon conclusion of the contract unless there is another case of mandatory liability as defined in paragraph 1 or 2.

9.4. The above regulations will not lead to a change to the burden of proof to the detriment of the buyer.

10. Final Provisions

10.1. The law of the Federal Republic of Germany shall apply.

10.2. If the buyer is a merchant, legal entity under public law or special fund under public law, the sole place of jurisdiction for all disputes arising from this contract is the business location of the seller. The same shall apply if the buyer has no general place of jurisdiction in Germany or the EU, or his/her domicile or habitual residence at the time the lawsuit is filed are not known.

10.3. The regulations concerning UN sales law are not applicable.

B: General Business and Delivery Conditions of JBL GmbH & Co. KG Towards Consumers.

Version 11/2015

1. Scope of Application

1.1. These conditions of JBL GmbH & Co. KG (hereinafter referred to as ‘Seller’) apply in the version valid at the time the order is made for all deliveries and services of the seller towards consumers (hereinafter referred to as ‘Buyer’) as defined in § 13 BGB (German Civil Code), therefore towards every natural person who enters into a legal transaction for purposes that cannot primarily be attributed to either his/her commercial or self-employed professional activities.

1.2. Through placing an order, the buyer consents to these conditions. Differing conditions of the buyer do not apply even if the seller does not expressly disagree to them.

2. Conclusion of Contract and Right of Modification

2.1. The seller’s offerings do not constitute a binding offer to sell towards the buyer. They are merely a request to the buyer to submit a binding offer to the seller.

2.2. By concluding the online ordering process, the buyer submits a binding purchase offer to the seller. The acceptance of said purchase offer by the seller shall first be given through a separate declaration of acceptance within 2 working days of receipt of the purchase offer.

3. Prices

The prices for consumers indicated by the seller as defined in 1.1 include all price components including the respective statutory German value added tax. Value added tax shall be shown separately. Costs for packaging and shipping will be presented and reported separately for each product offering. Other price components, such as supplementary taxes, duties or other charges may be incurred for cross-border deliveries.

4. Delivery

4.1. The delivery periods indicated for the products begin the day following the conclusion of the contract. Delivery shall take place no later than within the delivery period indicated. If the last day of the delivery period falls on a Saturday, Sunday or public holiday with state recognition at the receiving location, the next working day shall be used in lieu of this day.

4.2. In the case of a delivery outside the EU, the latest delivery time specified for the products shall be extended by 10 working days.

5. Payment Terms

Payments can be made via PayPal. During the ordering process, the buyer shall be forwarded to the PayPal site where the buyer’s payment to the seller will be made. The buyer’s PayPal account will only be debited upon conclusion of the contract. The goods will be shipped once PayPal confirms the payment.

6. Title Retention

The delivered goods remain the property of the seller until all claims arising from the contract have been fulfilled.

7. Liability for Defects

The statutory provisions shall apply.

8. Final Provisions

8.1. The law of the Federal Republic of Germany shall apply.

8.2. For consumers in terms of § 1 Paragraph 2 Section 1, the choice of law as defined in paragraph 1 only applies insofar as the consumer is not deprived of the protection granted by the law of the country in which s/he is customarily domiciled.

8.3. The regulations concerning UN sales law are not applicable.

C: Mandatory information in electronic commerce

1. Ordering Process

The buyer’s ordering process begins by their placing of a product into the shopping basket using the button, ‘Add to basket’ on the detailed product page. The buyer can access their personal shopping basket at any time by using the button ‘Shopping Basket’ in the upper menu bar.

Once the buyer has filled his/her personal basket with the desired products, s/he can then change the order quantity using the option within the basket by entering the desired quantity and pressing the button ‘Refresh Basket’. By entering ‘0’ and clicking on the button ‘Refresh Basket’, the respective product is removed from the basket.

The buyer can continue the ordering process by pressing the button ‘Log in to Order’.

If the buyer has already set up a customer account with the seller, s/he can then continue the order by entering access data (username and password). If the buyer does not have a customer account, s/he must first open a customer account with the seller using the field ‘Create Account’. In such a case, the buyer must subsequently enter his/her personal details and confirm them by pressing the ‘Save’ button.

In the order step that follows, the buyer can select a payment method offered by the seller. A payment type is selected by activating the corresponding field in front of the desired payment type. The selection is confirmed using the ‘Continue’ button.

If payment via PayPal is selected, the buyer will be forwarded to the company website of PayPal to release the payment amount in the event of the conclusion of a contract.

The buyer will then be taken to an order overview. Should the buyer wish to correct any of the data entered, this can be performed in the respective entry form, which can be reached using the conventional ‘Back’ function of his/her browser.

The buyer must accept the seller’s T&Cs and confirm acknowledgement of the right of cancellation before a binding order of the products placed in the basket can be completed using the button ‘Place Binding Order’. To do so, the buyer must activate the field ‘Yes, I have read the T&Cs of JBL GmbH & Co. KG and declare my consent by submitting this order. I have acknowledged the right of cancellation.’.

2. Language of Contract

The contract language is English.

3. Saving of the Contract

The buyer shall receive his/her order details, general business and delivery terms, and right of cancellation along with a template form for cancellation by email in the order confirmation should the contract be accepted following receipt of the confirmation of the order. The contract text will not be saved by the seller upon conclusion of the contract. Therefore, permanent back-ups of the offer must be initiated by the buyer themselves (for example, through use of a screenshot).

Engl: Referral to an online platform for extrajudicial dispute resolution

In Regulation (EC) No 524/2013 of 21 May, 2013 the European Parliament and the European Council decided to establish an internet platform to facilitate an independent, impartial, transparent, effective , quick and fair extrajudicial online resolution of disputes between consumers and companies on the occasion of online purchase agreements or online service agreements. Consumers are given more detailed information and access to the platform via the URL http://ec.europa.eu/consumers/odr/.