General Terms and Conditions

1 Scope of application

(1) The following General Terms and Conditions, hereinafter referred to as GTC, apply in the current version displayed on the user's website (www.pinolino.de/agb-b2b) for all current and future business relationships of Pinolino Kinderträume GmbH, Sprakeler Straße 397, 48159 Münster with entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as buyer or customer).

(2) Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if they are known. This shall only not apply if their validity is expressly agreed to in writing.

2 Offers, order acceptance

Our offers are always subject to change. In case of doubt, the contract shall only come into effect with and in any case only in accordance with the terms and content of our written order confirmation, if one is issued. Individual agreements shall remain unaffected and shall always take precedence.

3 Prices

(1) Unless otherwise agreed, the prices in the current product catalog shall apply. Prices may be adjusted at any time. Prices are quoted net ex warehouse without discount or other reduction, excluding packaging, freight and insurance, but plus the statutory value added tax applicable on the date of delivery.

(2) If the cost factors relevant for pricing (production materials, energy, operating materials, wages, salaries, freight, etc.) change significantly in the period from conclusion of the contract to the contractually agreed time of delivery, we shall be entitled to demand that the customer agree new, appropriately increased prices in amendment of the prices offered or confirmed. If no agreement is reached, we shall be entitled to withdraw from the contract.

4 Model changes

(1) All products manufactured in series shall be delivered in accordance with our illustrations or samples. Pinolino expressly reserves the right to make technical changes to products without special notice if this is necessary for production-related or legal reasons.

(2) All dimensions stated in catalogs, brochures, price lists and other publications are approximate. Tolerances that are within the customary commercial range shall therefore not constitute a defect.

5 Delivery periods

(1) As a rule, we shall comply with the specified delivery periods, but shall not assume any liability for compliance with delivery periods.

(2) Unless otherwise agreed, the delivery period shall commence upon receipt of the order confirmation.

(3) If delivery is delayed by more than 30 days due to a circumstance for which we are responsible, the customer shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period. § Section 323 (2) BGB remains unaffected. If delivery becomes impossible for us, we shall be released from our obligation to deliver. If delivery becomes unreasonable for us due to these circumstances, we shall be entitled to refuse delivery. The customer shall not be entitled to claim damages if we are not responsible for these circumstances.

(4) If the delivery is delayed due to circumstances for which the supplier is not responsible, such as force majeure, etc., the delivery period shall be extended. the delivery period shall be extended by the duration of this delay and a reasonable grace period.

6 Delivery/Shipping

(1) Unless expressly agreed otherwise, all deliveries shall be made ex warehouse Münster at the expense of the recipient. The customer shall bear the entire shipping costs for transportation.

For order values of €950 or more per delivery, we deliver free curbside within Germany, unless otherwise agreed. For an order value of less than € 200 plus VAT, we charge a handling fee of € 10 plus VAT.

(2) We ship our items worldwide from a minimum order value of € 400. We charge our cost price for this, which you can request from us on an order-related basis. For shipments abroad, we deliver from our warehouse in Münster. If the order value is less than € 400 plus VAT, we charge a handling fee of € 15 plus VAT in addition to the cost price.

(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest when the goods are handed over to the buyer or, in the case of sale by dispatch, when the goods are handed over to the carrier or its agent. Handover shall be deemed to have taken place if the customer is in default of acceptance or if the goods are handed over to a third party (end customer) named by the customer.

(4) The goods shall always be shipped uninsured.

(5) Partial deliveries shall be permitted insofar as they are reasonable for the customer.

7 Payments

(1) The customer agrees to the electronic sending of invoices by e-mail by Pinolino. He waives the right to receive the invoice by post. The customer shall create the technical prerequisites on the recipient side to ensure that the sending of all invoices by e-mail by Pinolino to the e-mail address provided by the customer can take place without disruption and that technical equipment, such as filter programs or firewalls, are set accordingly. Any automated electronic replies to Pinolino shall not be taken into account and shall not prevent valid delivery. The customer must notify Pinolino immediately in text form of any change to the e-mail address to which the invoice is to be sent. As long as the customer has not notified Pinolino of a change of e-mail address in the aforementioned form, deliveries to the e-mail address last notified by the customer shall always be deemed to have been received by the customer.

(2) Invoices shall be issued after delivery of the goods. Invoices are payable within 10 days of receipt without deductions. Foreign payments must be made free of charge for the recipient.

(3) If there are justified reasons (disruptions in the business relationship, e.g. late payment), the terms of payment can be changed to advance payment without discount or SEPA direct debit at any time. A changeover to payment by SEPA business-to-business direct debit shall take place - if the buyer is an entrepreneur within the meaning of sec.

(4) We shall charge €25.00 per chargeback for chargebacks of direct debits.

(5) Pinolino shall be entitled to offset incoming payments at its own discretion against outstanding claims in the current account, unless the purchaser specifies a concrete purpose.

(6) If there is a significant deterioration in the financial circumstances or creditworthiness of the customer, Pinolino may demand advance payment for outstanding deliveries from current contracts, with the originally agreed term of payment being canceled. A significant deterioration in the customer's financial circumstances or creditworthiness shall be deemed proven if Pinolino has received written information to this effect from a major German bank, a credit institution, a credit agency or a credit insurance company.

(7) In the event of default of payment, we shall charge default interest at a rate of 9% above the respective base interest rate, without prejudice to further rights. For transactions with end consumers, the interest rate is 5% above the base interest rate in accordance with § 288 BGB.

(8) In addition, the customer shall bear the costs of any reminder letters in default of € 5 plus postage and, if applicable, registration fees. The customer shall bear the costs of any reminders in default of €5 plus postage and, if applicable, registered mail fees, unless he can prove that the costs incurred were not incurred or were significantly lower.

8 Warranty/Liability

(1) The goods shall be inspected by the customer immediately after collection or delivery. Obvious defects must be reported to the Contractor in text form immediately (no later than 2 days) after collection or delivery, hidden defects immediately (no later than 2 days) after discovery. This shall also apply if the goods are shipped to the Buyer's customers on behalf of the Buyer. The Buyer shall be responsible if his customers do not make complaints to him in good time. If defects are not reported in good time, the assertion of warranty claims shall be excluded. The timely dispatch of the notification shall suffice to meet the deadline.

(2) Transport damage must be noted immediately upon delivery on the carrier's delivery receipt, acknowledged by the driver and reported to us in writing. If the confirmation of the carrier or his representative is missing, transport damage cannot be subsequently acknowledged.

(3) Customary, minor, technically unavoidable deviations in quality and colors are not a defect and can therefore not be objected to.

(4) For defects in the goods, we initially provide a warranty for repair or replacement delivery at our discretion.

(5) The customer reserves the right to reduce the purchase price or, at his discretion, to withdraw from the contract and to demand compensation for damages and reimbursement of futile expenses in accordance with § 284 BGB if the subsequent performance fails or if the seller refuses both the rectification and the subsequent delivery or if the subsequent performance is unreasonable. A rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise.

(6) The Contractor shall only be liable for damages arising from the breach of an assumed guarantee and injury to life, limb or health in the event of intent and gross negligence. Liability for simple or slight negligence is excluded unless it is a breach of a material contractual obligation within the meaning of the case law of the Federal Court of Justice. Insofar as the aforementioned exclusion of liability does not apply due to the breach of an essential contractual obligation, the Contractor shall only be liable for foreseeable damage typical of the contract. Further claims by the Client are excluded. The Contractor's liability under the Product Liability Act remains unaffected. Contractual penalties shall not be recognized.

(7) The warranty period shall be two years from the delivery of the item.

(8) If the Client returns defective or incorrectly delivered goods to the Contractor in the justified exercise of its claims for defects mentioned above in Section 8 (1) to (5), the return shipment must be agreed with the Contractor in advance. The consignment of goods must be packed securely for transportation and returned to the Contractor carriage paid. If the return shipment is justified in this respect, the Contractor shall reimburse the proven costs incurred for the return shipment. The Contractor shall not accept freight collect returns.

9 Transport packaging

The Client shall dispose of any transport packaging in accordance with Section 3 of the Packaging Ordinance in a professional and environmentally friendly manner.

10 Place of performance/jurisdiction/applicable law

The place of performance for delivery and payment is Münster/Westphalia. The place of jurisdiction for disputes and arising from contracts with us is Münster/Westphalia. The contracts concluded on the basis of these GTC shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11 Offsetting and retention

Our claims may only be offset against undisputed or legally established claims. The customer may only exercise a right of retention if its counterclaim is based on the same contractual relationship.

12 Retention of title

(1) In the case of contracts with entrepreneurs, we shall retain title to the goods until all claims arising from an ongoing business relationship with the company, including claims from current account balances, have been settled in full.

(2) The Customer shall be obliged to treat the goods with care. This shall also and in particular apply in the event that the goods are returned to the Contractor.

(3) The Client shall be obliged to notify us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The client must notify us immediately of any change of ownership of the goods and any change of business location.

(4) We are entitled to withdraw from the contract and demand the return of the goods if the client acts in breach of contract, in particular in the event of default in payment. The assertion of the retention of title in the event of default or endangerment of payment as well as the seizure of the delivery item by us shall be deemed a withdrawal from the contract.

(5) The Buyer shall be entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the buyer is authorized to collect the claim. The amounts from the collection are to be kept separately as our property. We reserve the right to notify the third-party purchaser of the assignment of the claims and to collect the claim in our name if the purchaser does not properly meet his payment obligations and is in default of payment. The customer is entitled to treat and process the goods in the ordinary course of business. The handling and processing shall always be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods supplied by us to the other processed items. The same shall apply if the goods are mixed with other items not belonging to us.

(6) The securities to which we are entitled shall not be included to the extent that the value of our securities exceeds the nominal value of the claims to be secured by 20%.

13 Partial invalidity

Toys Directive:

(1) Caution! Not suitable for children under three years of age.
      a Small parts. Choking hazard.
       b Small parts and small balls. Choking hazard.
       c Long cord. Strangulation hazard.
       d This toy has sharp edges due to its function.
      e This toy has sharp points due to its function.
      f Do not shoot foreign projectiles. Do not aim at eyes or face.

(2) Caution! For domestic use only.

(3) Caution! Use under the direct supervision of adults.

(4) Caution! To be used with protective equipment. Not to be used in road traffic. 20 kg max.

(5) Caution! This toy offers no protection.

(6) Caution! Not suitable for children under the age of three. Small children are not able to control, steer or brake the sledge. Risk of injury. Ue only under adult supervision. For recreational purposes only.

(7) Caution! Assembly must be carried out by an adult.

(8)  Caution! Danger of falling. Do not allow children under 36 months to sit or play unsupervised.