General Terms and Conditions
1. The following general terms and conditions (hereinafter: GTCs) only hold for deliveries and services for businesses (hereinafter referred to as Customer) acting in the exercise of their commercial or freelance professional activities after conclusion of a legal transaction.
2. Our GTCs hold for all present and future business relations. GTCs of our customers that deviate from our GTCs are not a component of the contract even if known, unless White Lion has explicitly consented in writing to their validity.
II. Proposal and Conclusion of Contract
1. Our proposals are subject to change and non-binding. Cost proposals, drawings and other documents remain the property and copyright of White Lion; they may not be made available to third parties.
2. A contract is only concluded when White Lion has confirmed the Customer’s order in writing – at the latest with the receipt of the product.
3. The right to changes in form, color and weight or of a technical nature is reserved within reasonable bounds.
4. Verbal auxiliary agreements or assurances from White Lion employees that go beyond the content of the written contract must be confirmed in writing by the executive management to be effective.
III. Payment conditions (prices and default)
1. Prices stated by us are in Euros and do not include the value-added tax charged upon delivery. They hold ex works/warehouse. The costs for packaging and shipping are carried by the Customer.
2. Insofar as no other payment agreements have been agreed upon in writing, the Customer is obligated to pay the agreed-upon purchase price in Euros without any deduction within 14 days after receipt of the product. After this period the Customer is in default of payment (§286 point 2 of the German Civil Code). During default, interest will be added to the remuneration owed at 5% over the prime lending rate. White Lion reserves the right to demonstrate greater damages from default and claim compensation for them (§288 German Civil Code).
3. All claims by White Lion are immediately due in case of default by the Customer. This also holds when we are aware of circumstances that occasion significant doubts about the Customer’s ability to pay or credit-worthiness. In these cases White Lion is entitled to only carry out outstanding deliveries in return for advance payment or provision of security. If an advance payment or provision of security does not occur within 2 weeks, White Lion may withdraw from the contract without setting any additional deadlines. Further claims remain unaffected by this.
IV. Off-setting and right of retention
1. The retention of payments due to counterclaims or the off-setting with counter-claims by the Customer is only permissible when these counterclaims are uncontested or determined to be legally binding.
2. The Customer may only exercise a right of retention if the Customer’s counter-claim rests on the same contractual relation.
V. Reservation of title and assignment for security
1. Until complete payment of all claims arising from the business relation with the Customer, we remain the owners of the products sold and delivered.
2. Processing and alteration always occur for us as manufacturers but without any obligation for us. If our co-ownership lapses due to mixing, it is already agreed now that the Customer’s co-ownership of the unified product is transferred to us as a value percentage to the amount of the invoice value.
3. The Customer may process or divest the products subject to reservation of title in the ordinary course of business. Any claims or rights that may arise from this are already assigned to us now by the Customer to the full extent by way of security. We hereby accept this assignment. After this assignment the Customer is authorized to reassume the claim until our written objection.
4. In case of payment default on the part of the Customer we are entitled to withdraw from the contract and take back the product subject to reservation of title at the cost of the Customer or to demand an assignment of the Customer’s rights to surrender against third parties. If the value of the assigned claim exceeds the Customer’s obligations to us by more than 10%, the surplus amount will be reassigned to the Customer after our settlement.
5. The Customer is obligated to promptly communicate to us any third-party access to the product in the case of distraint as well as any damages or destruction of the product.
VI Delivery time and delivery (force majeure)
1. For the scope of delivery the written order confirmation by White Lion is decisive, but not before clarification of all details of execution. The delivery periods are considered to be met with the report to the Customer of readiness for shipment. Auxiliary agreements and/or changes are only recognized when they are retroactively confirmed in writing by White Lion.
2. We send ex works/warehouse. Proper and punctual delivery by our suppliers remains possible insofar as we are not liable for non-delivery, in particular through the conclusion of a matching cover transaction with our suppliers.
3. The risk of incidental perishing or deterioration of the product is carried by the Customer as soon as the product has left our factory/warehouse or the sub-supplier and in the case of purchase by mail order upon delivery of the product to the forwarding agent, freight carrier or other third-party responsible for sending the product.
4. If the product is ready to be sent and the sending or receipt of the good is delayed for reasons that are not attributable to us, the risk is transferred to the Customer with the entering of the notification of readiness for shipping.
5. Cases of force majeure or other events over which we have no influence and that make our service obligation significantly difficult or impossible discharge us from the obligations of the contract in question, in cases of temporary hindrances however only for the period of the hindrance and the appropriate activity. If the original delivery time is thereby exceeded by more than two weeks, the Customer has the right to withdraw from the contract. Claims for damages on the part of the Customer are not allowed.
6. If the delivery, the shipping, is delayed by request of the Customer (orderer), the costs incurred by the storage in case of storage ex works are charged by White Lion at at least 50% of the invoice amount for each month beginning one month after notification of readiness for shipping. White Lion is however entitled in accordance with their charter and after expiration of a reasonable deadline to deal alternatively with the delivery object and to deliver it to the Customer with an appropriately lengthened deadline.
7. Type of shipping, transport and protective means are left to our choosing. The shipping is freight forward for the Customer invoice.
8. Transport insurance for the shipping against transportation damage and other risks will only occur if requested in writing by the Customer and at the Customer’s cost. The Customer is to note any transport damages or losses immediately upon receipt of the product and to have them certified by the forwarding agent on the bill of lading.
9. Appropriate partial deliveries and partial services are permitted to a reasonable extent.
10. The compliance with the delivery period presupposes the fulfilling of the Customer’s (orderer’s) contractual obligations.
1. Obvious flaws are to be reported by the Customer in writing within a period of two weeks after receipt, otherwise there can be no guarantee claims.
2. The Customer is to review whether the good they order from us is suitable for their intended purposes.
3. A flaw only obtains when we have confirmed in writing to the Customer the suitability of the good.
4. For flaws in the product we first offer, according to our choice, rectification or replacement delivery. If we are unwilling or unable, the Customer may demand as they choose reduction of payment or withdrawal from the contract; however this latter and the claim for compensation for damages instead of service are not possible for negligible breaches of contract.
5. The Customer’s right to demand compensation for damages is determined by point 8.
6. The guarantee obligation is 1 year after delivery of the product to the Customer, unless the Customer has omitted to report the flaw in due time.
7. We assume no guarantee for flaws arising from the following reasons: unsuitable or improper use, faulty start-up by the orderer or third parties, faulty or negligent treatment, unsuitable operating resources, replacement products, natural decay or parts subject to wear and tear (including the pistol unit, the stream or air pressure tubes, dosing unit, seals, nozzles) as well as other components subject to mechanical and pneumatic stresses.
8. The Customer does not receive guarantees in the legal sense from us. Manufacturer guarantees are unaffected by this. If we do not violate the service-related duties in accordance with § 241 para. 2 of the German Civil Code, the Customer has a right to withdraw and to claim, instead of service, compensation for damages beyond the legal preconditions in case of prior written warning and repeated violations of obligation on our part.
VIII Compensation for damages and liability limitations
1. In case of slightly negligent violations of obligations our liability is restricted to the direct average damages that are anticipatable and typical of the contract depending on the type of product. This also holds for slightly negligent violations of obligation on the part of our legal representatives or vicarious agents. This restriction of liability does not affect Customer claims arising from product liability. In addition these liability restrictions do not hold for any damages to body or health or loss of life of the Customer attributable to us.
2. In case of manufacture on the basis of drawings, patterns or other instructions of the Customer we assume no guarantee or liability for the functionality of the product or other flaws insofar as these arise from the Customer instructions. The Customer releases us from any claims against us by third-parties, also claims arising from product liability, due to any damages caused by the product, unless we have caused the damage willfully or with gross negligence.
3. Claims for compensation for damages by the Customer due to a flaw are time-barred after a year after delivery of the product. This does not hold if we can be reproached with gross negligence or in case or any damage to body or health or loss of life of the Customer attributable to us.
1. The law of the Federal Republic of Germany holds for all legal relations between the Customer and us. The UN international trade law (CISG) does not apply.
2. The court of jurisdiction for all dispute and suits arising from our legal relations with our customers is at our choice our business location. Legal provisions about exclusive jurisdictions remain unaffected.
X Separability clause
1. Should individual provisions of the contract with our customer, including these general terms and conditions, be or become partially or entirely ineffective, this does not affect the validity of the other provisions. The partially or entirely ineffective provisions are to be replaced by a regulation that comes as close as possible to the economic effect of the ineffective provision.
1. Wir sind berechtigt, alle im Zusammenhang mit der Vertragsabwicklung erhaltenen Daten des Kunden unter Beachtung des Bundesdatenschutzgesetzes für eigene Zwecke zu speichern.
1. These provisions also hold outside of Germany insofar as they are legally permitted there. If these provisions and/or German law are not legally permitted outside of Germany, the UN international trade law is agreed to supplement these. This does not hold for guarantee and liability, which are to be agreed upon separately. For all unregulated legal questions, German law applies.