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General Terms and Conditions

General Terms and Conditions 
of Neuland GmbH & Co. KG 
 

§ 1 In general – scope of applicability

(1) Neuland GmbH & Co. KG (hereinafter, “Neuland”) offers professional products for seminars, workshops, training sessions, and presentations through its website www.neuland.com, as well as in its annual order catalogue. 

Customers (hereinafter, “Customers”) within the meaning of these General Terms and Conditions are entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). In placing its order, the Customer warrants that it is doing so solely in its capacity as entrepreneur, particularly as a natural or legal person or as a partnership, and that in concluding the transaction, it is acting in exercise of its commercial or self-employed business. 

(2) The General Terms and Conditions of Neuland are exclusively applicable. They form a component of the contract and apply to all, and thus to future, transactions, deliveries, and services of Neuland with the Customer that are concluded with the Customer via the website www.neuland.com or by phone, fax, or letter on the basis of the current order catalogue. They are accepted by the Customer in their full extent in the version applicable at the time of conclusion of contract. 

Terms and conditions of the Customer that are contrary to or deviate from these General Terms and Conditions are not acknowledged, unless Neuland has expressly consented to their applicability in writing. Neuland’s sales conditions are also applicable where Neuland carries out delivery to the Customer without reservation despite being aware of terms and conditions of the Customer that are contrary to or deviate from its sales conditions. 


§ 2 Conclusion of contract and subject of contract

(1) The depiction of products on the website www.neuland.com and in Neuland’s order catalogue does not constitute a legally binding offer on the part of Neuland but rather merely a non-binding invitation to submit an offer. By clicking on the button “send order” on the website www.neuland.com, the Customer submits a legally binding offer to conclude a purchase agreement or, as the case may be, a works-supply agreement for the goods listed in the cart on the website and to purchase same at the indicated price. 

(2) Likewise, by sending an order form from Neuland’s order catalogue or by placing an order by telephone, the Customer submits a legally binding offer to conclude a purchase agreement or, as the case may be, a works-supply agreement for the goods listed there and to purchase same at the indicated price. 

(3) If an order is placed on the website, the Customer immediately receives an email confirmation from Neuland, which constitutes merely confirmation of receipt. Such confirmation of receipt does not constitute acceptance of the Customer’s offer. The purchase agreement comes into effect only with the sending of an order confirmation or with delivery of the goods by Neuland. 

Likewise, with an order placed on the basis of the order catalogue, a contract comes into effect only with the sending of an order confirmation or with delivery of the goods by Neuland. 

The contract partner is: 
Neuland GmbH & Co. KG
Am Kreuzacker 7, 36124 Eichenzell, Germany
Tel.: ++49 6659 88-0, Fax: ++49 6659 88-188, Email: info@neuland.com

Sales & Customer Support - North America
Phone: 1-888-713-2333, Fax: 1-888-713-2555
E-mail: jc@neuland.com

(4) Technically necessary and appropriate changes to the products remain reserved. Also remaining reserved are deviations in colour, texture, pattern, size, or material thickness that are customary in the trade and that the Customer can reasonably be expected to accept. Sizes, depictions, and drawings serve only as preliminary information for the Customer and must be confirmed in writing by Neuland in order to become binding. Information about product qualities and performance features serve as an illustration and are not binding. Improvements attributable to technical advances remain reserved. 

(5) Conclusion of contract is contingent upon supplies and raw materials being made available to Neuland by its suppliers in a correct and timely manner. The above arrangement is applicable only in the case where Neuland is not responsible for the circumstance on which non-supply is based, e.g. where it concludes a congruent covering transaction with the respective supplier. Neuland will promptly inform the Customer about the inability to carry out the delivery. If the Customer has performed, Neuland will promptly reimburse the counter-performance. The Customer is not entitled to farther-reaching claims. 

(6) The Customer is aware that there are copyrights in and to the subject of contract, that these have a unique competitive nature, and that Neuland is entitled to the rights to exploit them. 


§ 3 Delivery and passage of risk

(1) Delivery is made to the address indicated by the Customer when placing the order. In the case of payment by PayPal, delivery is made to the address on file with PayPal. 

(2) Delivery dates and delivery deadlines are indicated for the individual products. These are binding only if Neuland has confirmed them in writing. 

(3) The start of the delivery period indicated in the order confirmation is subject to clarification of all technical issues and timely, proper fulfilment of the Customer’s duties. The objection of non-fulfilment of contract remains reserved. 

(4) Neuland is not responsible for delays in delivery due to force majeure, delays in delivery or transport, or events that for an extended period make it significantly difficult or impossible for Neuland to deliver, including in the case of deadlines or dates agreed to be binding. In such case, Neuland is entitled to postpone the delivery for the duration of the impediment, plus a reasonable ramp-up time, or to rescind the contract due to the unfulfilled portion, either in whole or in part. The Customer is entitled to rescind only after issuing a warning or after expiry of a reasonable grace period for performance or cure. 

(5) If Neuland is responsible for the failure to comply with deadlines and dates that were bindingly pledged, or if it is in default, Neuland’s liability for each completed week of default is limited to one-half of one percent of the invoice value (net, without value-added tax) of the delivery affected by the default, but in any event not more than five percent of the invoice value (net, without value-added tax) of the delivery affected by the default. Claims going beyond this are precluded, unless the default is attributable to gross negligence or wilful misconduct on the part of Neuland. 

(6) If the Customer is in default in acceptance, or if it culpably breaches other duties of cooperation, Neuland is entitled to demand payment of the damages incurred, including any additional expenses. In the event of default in acceptance, or in the case where the Customer is otherwise responsible for the delay, Neuland may store the ordered products at the Customer's risk and expense. After setting a grace period for acceptance of the products and fruitless expiry thereof, Neuland may rescind the contract and demand payment of damages in lieu of performance. Farther-reaching claims and rights remain reserved for Neuland. 

(7) Risk passes to the Customer once the delivery has been consigned to the person carrying out transport. If shipment is delayed at the Customer's request, risk passes to it upon notification of readiness for shipment. Dispatch of ordered goods in several deliveries on different days is not precluded. 


§ 4 Prices and payment terms

(1) The prices listed in the order catalogue and on the website www.neuland.com are net of value-added tax. 

(2) In addition to the order confirmation, the Customer will receive a detailed invoice with separately stated value-added tax and shipping costs. The invoice is to be settled in accordance with the payment terms stipulated by Neuland. 

(3) In the event of payment default, Neuland is entitled to charge default interest in the amount of eight percentage points over the respective base interest rate. Proof of greater damages remains reserved for Neuland. 

(4) The Customer is entitled to rights of set-off only where its counter-claims have been reduced to a legally enforceable judgment, are uncontested, or have been acknowledged by Neuland. 

(5) The amount and calculation of shipping costs within the territory of the Federal Republic of Germany can be found in the order catalogue and on the website www.neuland.com under the heading "Shipping". 
If the Customer desires delivery outside of the territory of the Federal Republic of Germany, it will be separately notified of the associated costs. 


§ 5 Retention of title

(1) Neuland retains title to the goods until such time as the Customer has paid all claims under the business relationship, including those arising in the future, particularly any current-account balance existing on the quarterly closing date. The Customer may dispose of goods subject to retention of title in the ordinary course of business only with the consent of Neuland. In particular, the Customer may not pledge such goods or assign a security interest in them. In the event of breaches of duty by the Customer, particularly payment default, Neuland is entitled, including without setting a deadline, to demand surrender of the object of delivery sold without authorisation and/or to rescind the contract. The Customer is obligated to surrender same. 

(2) Demand for surrender of the object of delivery does not constitute a declaration of rescission by Neuland, unless this is expressly declared. If the Customer sells the goods without authorisation or otherwise turns them over to third parties, the Customer hereby assigns its claims against the third party to Neuland. Neuland may disclose the assignment if, despite warning and in compliance with a warning deadline of 10 days, payment was not made. If the Customer itself sells the goods subject to retention of title without the consent of Neuland, it thereby reserves the retention of title for Neuland. If goods delivered by Neuland are combined or amalgamated with other objects, the Customer hereby assigns to Neuland its ownership or, as the case may be, co-ownership rights in and to the combined object or new objects and safeguards same for Neuland for due commercial diligence. 

(3) The Customer is obligated to promptly notify Neuland about liens placed on goods subject to retention of title or on assigned claims. The Customer bears the costs of an intervention and must submit same at Neuland's request. The Customer’s claims against its debtor that were assigned to Neuland through the expanded and extended retention of title are released by Neuland to the extent that the claim amounts exceed 110 percent of the nominal value of the claim against the Customer. 


§ 6 Liability for defects

(1) In the event a trading transaction exists within the meaning of sections 343 and 344 of the German Commercial Code (Handelsgesetzbuch, HGB), the Customer's claims for defects are subject to its having properly met its obligations to inspect and object under section 377 HGB. 

(2) The Customer’s warranty and damage claims lapse if the Customer fails to inspect the delivery immediately upon receipt and to give prompt written notice to Neuland of any objections, as well as apparent and latent defects, in any event not later than 14 calendar days following receipt of the goods or, as the case may be, discovery of the defect. Following expiry of these deadlines or, as the case may be, not later than one year after delivery, all warranty and damage claims are precluded, where legally permissible. The deadline is met by timely sending. The Customer bears the full burden of proof for all claim requirements, including the existence of the defect itself, the time at which the defect was ascertained, and the timeliness of the objection notification concerning the defect. 

(3) The warranty does not cover damages for which the Customer is responsible, such as damage caused by wear and tear, intense exposure to light, dampness, temperature and weather influences, or other improper treatment. 

(4) In the case of cure, Neuland bears the necessary expenses only up to the amount of the purchase price. 

(5) Neuland is liable in accordance with statutory provisions if the Customer asserts damage claims based on wilful misconduct or gross negligence, including wilful misconduct and gross negligence by Neuland’s representative and persons used to perform an obligation (Erfüllungsgehilfen). Unless Neuland is accused of wilful breach of contract, liability for damages is limited to foreseeable damages that typically arise. 

(6) Neuland is liable in accordance with statutory provisions if Neuland culpably breaches a material contractual duty. In such case, however, liability for damages is limited to foreseeable damages that typically arise. 

(7) Liability for culpable injury to life, body, or health remains unaffected. The same applies for mandatory liability under the German Product Liability Act (Produkthaftungsgesetz). 

(8) Other than where a deviating arrangement is provided above, Neuland’s liability is precluded. 

(9) The prescription period for claims for defects amounts to 12 months, starting with passage of risk. The foregoing does not apply where the matter involves the sale of an item that is customarily used for a building structure and that caused the respective defect. 

§ 7 Overall liability

(1) Liability for damages going beyond that provided in § 6 is precluded, regardless of the legal nature of the asserted claim. This applies, in particular, to damage claims based on fault in conclusion of contract (culpa in contrahendo), other breaches of duty, or tort claims for reimbursement of property damage pursuant to section 823 BGB. 

(2) The limitation under paragraph 1 also applies in the case where the Customer demands reimbursement of fruitless expenses instead of the claim to payment of damages in lieu of performance. 

(3) Insofar as Neuland’s liability for damages is precluded or limited, this also applies with respect to the personal liability of Neuland’s employees, workers, representatives, and persons used to perform an obligation. 

(4) Moreover, Neuland is liable only for its own content on the website operated by Neuland. Where links are provided for accessing other websites, Neuland is not responsible for the foreign content found there. Neuland does not adopt foreign content as its own. If Neuland becomes aware of unlawful content on external websites, access to such sites via Neuland’s website will be promptly blocked. 

(5) Neuland assumes no liability for the defective functioning of its website or disruption in data communication. 

§ 8 Exchange of goods

(1) Irrespective of the Customer’s statutory rights, goods may be exchanged or returned only on a case-by-case basis pursuant to special agreement between Neuland and the Customer, which must be made prior to returning the goods. 

(2) Exchange and return are generally precluded where the goods are no longer in their original packaging, the matter involves a subject of purchase that constitutes a one-off or special production, or the declaration of the desire to exchange or return does not reach Neuland within 14 calendar days following delivery of the goods to the Customer. 

(3) The costs for shipping returned goods and reshipping replacement goods are solely for the account of the Customer. Neuland is not obligated to accept goods that reach it with freight due. 

§ 9 Data protection

(1) Neuland takes the protection of personal data very seriously and complies strictly with the rules of data protection laws, including the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG). 

(2) Personal data are collected on Neuland’s website only to the extent technically necessary. In no event are data that are collected from the Customer sold or otherwise disclosed to third parties, unless this is mandated by law. Personal data are used to process orders and the delivery of goods, as well as for payment processing. In so doing, personal data are not disclosed to third parties who do not work directly with Neuland for the purposes of order processing. The Customer has a right to information about the data relating to it, as well as to correction, blocking, and deletion of such data, at the email address info@neuland.com. 
If deletion is not possible due to statutory or contractual duties of retention, the data are blocked. 

(3) Confidentiality is important to Neuland. For this reason, Neuland is at all times happy to answer any questions with respect to the processing of personal data. If you have any questions that could not be answered by the above statement on data protection, or if you subsequently desire more detailed information, please get in touch with Neuland at any time using the contact data listed in § 2. 

§ 10 Severability clause

If one of these provisions should be ineffective or become ineffective through statutory amendments, all other provisions continue to apply without limitation. 

§ 11 Final provisions

(1) Individual oral contractual understandings become a component of the contract only through written confirmation by Neuland. 

(2) The law of the Federal Republic of Germany applies. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and German conflict-of-law rules are not applicable. 

(3) To the extent legally permissible, it is agreed that Fulda is the place of jurisdiction for all disputes under this contract. Unless provided otherwise in the order confirmation, the place of performance is Neuland’s business headquarters.

 

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