ShadowLine GmbH is hereinafter referred to as the seller, the contractual partner as the buyer. Our deliveries, services, offers and other legal transactions take place exclusively on the basis of these terms and conditions. These therefore also apply to all future business relationships, even if they have not been agreed separately. These terms and conditions are deemed to have been accepted at the latest upon receipt of the goods or services. Counter-confirmations by the buyer with reference to his business or purchasing conditions are hereby rejected. Deviations from these terms and conditions are only effective if they are confirmed by us in writing. If individual conditions are ineffective, the remaining terms and conditions remain in effect.
All offers made by the seller, including information on dimensions, drawings, images, descriptions and other performance data, even if offers made by the seller through third parties, are subject to change and non-binding, unless something else has been expressly agreed in writing. The buyer is bound by the orders and declarations submitted to the seller. A contract with the seller comes about through actual execution of the order, written or telex order confirmation from the seller. Telephone orders are only carried out at the risk of the buyer, as correct recording and processing can only be guaranteed if they are in writing.
The prices of the price list valid on the day of delivery apply. We reserve the right to change prices. The prices include VAT, which is calculated at the rate of VAT applicable on the day of delivery.
Invoices are due within 30 days of the invoice date without deduction. Discounts can only be granted if all due payment obligations from previous deliveries have been met and the invoice amount has been received by the seller within 8 days of the invoice date. The receipt of the invoice amount on the seller's account is decisive for the timeliness of payment. In the case of newly entered business relationships or in the event of payment difficulties and default of payment by the buyer, the seller is entitled to deliver deliveries only against cash payment, cash on delivery or prepayment. Offsetting of counterclaims by the buyer with claims by the seller is excluded, unless the counterclaim is an undisputed or legally established claim. In the event of default, the seller is entitled to charge default interest at a rate of 2% above the current discount rate of the Deutsche Bundesbank.
- Delivery, transfer of risk
The delivery dates specified by the seller are non-binding, unless otherwise expressly confirmed in writing. The buyer bears the risk of dispatching the goods. In the event of transport damage, in order to safeguard claims for compensation, open damage must be noted in writing on the shipping documents immediately upon receipt of the goods and hidden damage must be reported to the seller within 6 days. The buyer is responsible for disposing of any packaging material.
The seller points out that the goods are individually manufactured and customized products for the buyer. The buyer is obliged to check deliveries immediately (§ 377 HGB). The seller must be informed in writing of the detection of defects within a cut-off period of 7 (seven) calendar days after delivery, specifying the specific complaint, photos and videos.
Hidden defects must be reported in writing within 7 days of their appearance.
After the deadline, warranty claims are forfeited and thus excluded.
Any warranty is subject to the condition that the goods delivered by the seller are properly maintained and treated.
Therefore, no guarantee is given for damage caused, for example, by the following reasons: our slight negligence, improper use, faulty assembly or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials and cleaning and washing agents or replacement materials. Changes or repair work carried out improperly by the buyer or third parties without our prior written consent will invalidate all warranty rights.
In the case of justified complaints for which the seller is responsible, the seller will either exchange the goods or eliminate the defect in the most cost-effective way.
If the remedy of the defect fails or if the seller is not willing or not able to remedy the defect or deliver a replacement, the buyer is entitled to withdraw from the contract or to demand a reduction in the purchase price. Claims by the buyer going beyond this, in particular claims for damages including lost profits or other financial losses of the buyer, are excluded. The above limitations of liability do not apply if the cause of the damage is based on intent or gross negligence on the part of the seller. In this case, liability for financial loss and damage to property is limited to the typically foreseeable damage. The warranty period is 24 months from dispatch of the goods or delivery "free domicile". Customary or technically unavoidable deviations in terms of color, weight, execution, design or color and grain deviations in natural products such as wood cannot be objected to. The assignment of the warranty claims to which the customer is entitled to third parties outside the contract is excluded.
- Retention of Title
The seller retains ownership of the delivery item until all payments from the contract have been received. The buyer neither pledges nor pledges the goods as security. In the event of seizure, confiscation or other disposal by third parties, the buyer must notify the seller immediately. The buyer is obliged to resell the goods, if necessary, only with retention of title. The buyer hereby assigns to the seller the claims the buyer is entitled to due to this sale. The buyer is obliged to forward incoming payments from the sale to the seller. Any processing or transformation of the goods by the buyer is always carried out for the seller. If the goods are processed with other items that do not belong to the seller, the seller acquires co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing.
- Place of jurisdiction and performance
As far as legally permissible, Berlin is agreed as the exclusive place of jurisdiction. This also applies if claims are made by way of the dunning procedure. The place of performance for deliveries and payments is Berlin. The law of the Federal Republic of Germany; the applicability of the uniform international sales law is excluded.
ShadowLine GmbH, Alsterweg 68, D-14167 Berlin
Telephone: +49.30.77 20 77-0,
Fax: +49.30.7720 77-10
District court Berlin-Charlottenburg HRB 153645