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General Terms and Conditions of Business

1 Scope

(1) The following General Terms and Conditions of Business, hereinafter AGB, shall apply in their respective current version as shown on the Internet site of the user (www.pinolino.de/gtc) for all present and future business relationships of Pinolino Kinderträume GmbH, Sprakeler Straße 397, 48159 Münster with entrepreneurs in terms of § 14 German Civil Code (BGB (hereinafter known as purchaser or customer).

(2) Any deviating, contradictory or supplementary General Terms and Conditions of Business shall not become part of the contract, even if known. This shall only not apply if their validity is expressly agreed in writing.

2 Offers, order acceptance

Our offers are always non-binding. In case of doubt, the contract shall first take effect with our written order confirmation and in any case only according to this and its contents, inasmuch as one has been provided. Individual agreements shall remain unaffected and take precedence at all times.

3 Prices

(1) If not otherwise agreed, the prices of the respective current product catalogue shall apply. The prices may be adjusted at any time. The prices stated are net, ex warehouse, without discount or other reduction, excluding packaging, freight and insurance, however plus the legislatively valid VAT at the date of delivery.

(2) Should important cost factors for the formation of prices (manufacturing materials, energy, working materials, wages, salaries, freight, etc.) change significantly within the period from the conclusion of the contract until the contractually intended time of delivery, then we shall be entitled to demand the agreement of new, appropriately increased prices with the customer in amendment to the prices offered or confirmed. Should an agreement not be reached, we shall be entitled to withdraw from the contract.

4 Model changes

(1) All series-manufactured products shall be delivered according to our images or samples. Pinolino expressly reserves the right to make technical changes to products without special notification, as far as this is necessary for production-related or legislative reasons.

(2) All dimensions provided in catalogues, brochures, pricelists and other publications are approximate dimensions. Tolerances which are within a range customary in the trade shall therefore not constitute a defect.

5 Delivery deadlines

(1) As a rule, we observe the stated delivery deadlines, however we shall not assume liability for the observance of delivery deadlines.

(2) If nothing else has been agreed, the delivery deadline shall begin with receipt of the order confirmation.

(3) Should the delivery be delayed by more than 30 days due to circumstances for which we are responsible, then the customer shall be entitled to withdraw from the contract following the expiry of an unsuccessful suitable grace period. § 323 Para. 2 German Civil Code (BGB) shall remain unaffected. Should the delivery become impossible, then we shall be exempted from our obligation of delivery. Should the delivery become unreasonable due to these circumstances, we shall be entitled to refuse the delivery. A claim for compensation by the customer shall not exist if we are not responsible for these circumstances.

(4) Should the delivery be delayed due to circumstances for which the supplier is not responsible, for example Force Majeure, then the deadline shall be extended by the duration of this delay and a suitable period of grace.

6 Delivery/Shipment

(1) All deliveries shall occur from the Münster warehouse and the costs shall be borne by the recipient, unless otherwise expressly agreed. The customer shall bear the total shipping costs for the transportation.
As far as nothing else is agreed, we shall deliver free of charge to the kerbside within Germany with order values from € 750 per delivery. With an order value of less than € 200 plus VAT, we shall charge a processing fee of € 10 plus VAT.

(2) We shall ship our articles worldwide from a minimum order value of € 400. We shall charge for primary costs incurred by us for this, which should be requested order-related from us. We deliver international shipments from the Münster warehouse. In case of order values less than € 400 plus VAT, we charge a processing fee of € 15 plus VAT in addition to our primary costs.

(3) The risk of accidental loss and accidental deterioration of the goods shall transfer to the customer at the latest upon the handover to the purchaser, in the case of sale by dispatch, upon the handover of the goods to the freight carrier or their representative. The handover shall be deemed to be effected even if the customer delays acceptance of the goods or if the goods are handed over to a third party named by the purchaser (end customer).

(4) The goods are always shipped uninsured.

(5) Partial deliveries are permissible, as far as these are reasonable for the customer.

7 Payment

(1) The customer agrees to electronic invoice dispatch by e-mail. The customer waivers postal delivery of the invoice. The customer must establish the technical conditions required for reception so that all invoices can be transmitted without problems by e-mail from Pinolino to the customer; the customer must also ensure that technical installations, such as filter programs or firewalls, are set accordingly. Any automatic, electronic responses to Pinolino will not be considered and do not oppose valid delivery. The customer must immediately notify Pinolino of any change to the e-mail address, used for delivery of the invoice, in writing. As long as the customer has not notified Pinolino of an e-mail address change in the form mentioned above, deliveries to the last e-mail address provided by the customer always count as received.

(2) Invoices shall be issued following the delivery of the goods. Invoices shall be payable within 10 days with 2% discount or within 30 days without deductions. In the case of bank orders per standard SEPA Direct Debit Schema, we shall grant a 2% discount within 8 days from the invoice date. International payments must occur free of charge for the recipient.

(3) Should legitimate reasons exist (irritations in the business relationship, e.g. delay in payment) then the payment conditions may be changed at any time to advance payment without discount deductions or to SEPA Business to Business Direct Debite Mandate. A change to SEPA Business to Business Direct Debite Mandate will be done in case there has been more than one return debit note with the standard SEPA Direct Debit Mandate and if the customer is entrepreneur pursuant to § 14 BGB (German Civil Code).

(4) We shall charge € 25 per chargeback for the reversal of bank orders.

(5) Pinolino shall be entitled to charge incoming payments against outstanding accounts at their own discretion in case there has been no payment reason stated.

(6) Should a significant deterioration of the customer’s financial circumstances or creditworthiness occur, then Pinolino can request advance payment for deliveries still outstanding from current contracts and the cessation of the originally agreed payment period. A significant deterioration of financial circumstances or creditworthiness shall be deemed proven if Pinolino has relevant written information from a large German bank, a credit institute, credit agency or credit insurance company.

(7) In case of a default of payment, we shall charge, notwithstanding other rights, default interest at a rate of 9 % over the respective base rate. For transactions with end-consumers, the interest rate amounts to 5 % above the base lending rate according to § 288 BGB.

(8) Furthermore, the customer shall bear the cost of € 5 plus postage and any registration fees for any formal reminders regarding the default, unless they prove that the costs charged have not been incurred or are of a significantly lesser extent.

8 Warranty/Liability

(1) The goods are to be checked by the customer immediately after collection or delivery. Obvious defects are to be reported in writing immediately (within 2 days at the latest) following collection or delivery, hidden defects immediately upon discovery (within 2 days at the latest). This also applies if, at the purchaser’s request, the shipment of the goods is sent to their customer. The purchaser shall bear responsibility if their customer should not punctually place a claim with them. If defects are not punctually reported as a result, then the enforcement of warranty claims shall be excluded. The punctual sending of the notification is sufficient for the observance of the deadline.
(2) Transport damages must be noted immediately on the freight carrier’s delivery receipt at the time of delivery, be acknowledged by the driver and be reported in writing to us. Transport damages cannot subsequently be acknowledged should the confirmation from the freight carrier or their representative be missing.

(3) Customary, minimal, technically unavoidable deviations in quality and colour shall not constitute defects and therefore cannot be objected to.

(4) We provide a warranty for defective goods for either repair or replacement delivery at our discretion.

(5) In the case of a failure to fulfil the subsequent performance or if the seller refuses both subsequent repair as well as subsequent delivery, or the subsequent performance is unreasonable, then the customer shall reserve the right to reduce the purchase price or have the choice to withdraw from the contract or claim compensation for as well as reimbursement of unnecessary expenditure pursuant to § 284 German Civil Code (BGB). Subsequent repair shall be deemed as unsuccessful after the second failed attempt if nothing else arises from the type of item, the defect or other circumstances.

(6) The contractor shall be held liable except for damages arising from the violation of an accepted guarantee, and for injury to body, health and life only through intent and gross negligence. Liability for simple or minimal negligence shall be excluded, as far as this does not concern the violation of an essential contractual obligation in terms of the ruling of the German Federal Court. As far as the aforementioned disclaimer of liability does not apply due to the violation of an essential contractual obligation, the contractor shall only be held liable for contract-typical, foreseeable damages. Continuing claims of the customer shall be excluded. The contractor’s liability pursuant to the German Product Liability Law (Produkthaftungsgesetz) shall remain unaffected. Contractual penalties shall not be recognised.

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

(8) Should the customer return defective or wrongly delivered goods to the contractor by exercising their claim for defects stated in the aforementioned Clause 8 Para. 1 to 5, then the return shipment is to be agreed in advance with the customer. The goods shipment shall be packaged safely for transport and returned to the contractor carriage free. In case of a legitimate return, the contractor shall reimburse the necessary and verified costs for the return shipment. Return shipments which are not carriage free shall not be accepted by the contractor.

9 Transport packaging

Any transport packaging in accordance with §3 German Packaging Ordinance (Verpackungsordnung) shall be professionally disposed of in an environmentally correct manner.

10 Place of jurisdiction/Court of jurisdiction/Applicable law

The Place of Jurisdiction for delivery and payment is Münster/Westphalia. The Court of Jurisdiction for disputes and from contracts with us is Münster/Westphalia. Contracts concluded on the basis of these AGBs shall be subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention.

11 Offsetting and retention

Offsetting against our claims shall only be permissible with undisputed claims or those determined as being legally valid. A right of retention can only be exercised by the customer if their counter-claim is based upon the same contractual relationship.

12 Reservation of proprietary rights

(1) In case of contracts with companies, we reserve the right of ownership of the goods until complete settlement of all claims from a current business relationship with the company including claims from acknowledgement of balance in the current account.

(2) The customer is obligated to handle the goods with care. This also and especially applies in the event that the goods are returned to the contractor.

(3) The customer shall be obligated to immediately inform us of third party access to the goods, for instance in the case of a seizure, as well as any damage or destruction of the goods. The customer shall immediately inform us of a change of ownership of the goods as well as a change of registered office.

(4) We shall be entitled to withdraw from the contract in case of conduct by the customer which is in breach of the contract, in particular in the event of payment default, and to request the surrender of the goods. The enforcement of proprietary rights by us in case of payment default or payment risk as well as the seizure of the delivery item shall be deemed as a withdrawal from the contract.

(5) The purchaser shall be entitled to resell the goods in the ordinary course of business. In doing so they hereby assign to us all claims to the value of the invoice amount which accrue through the re-sale to a third party. We accept this assignment. Following the assignment, the purchaser is authorised to collect the claims. The amounts from the collection are to be kept separately as our property. We reserve the right to notify the third party acquirer of the assignment of claims and to collect the claims in our name if the purchaser does not correctly fulfil their payment obligations and default on payment. The customer shall be entitled to process the goods in their ordinary course of business. The processing shall always occur in our name and on our behalf. Should processing occur using objects not belonging to us, then we shall acquire co-ownership of the new object in proportion to the value of the goods delivered by us in relation to the other processed objects. The same shall apply if the goods are mixed with other objects which do not belong to us.

(6) Securities to which we are entitled shall not be taken into account inasmuch as the value of our securities exceeds the nominal amount of the claims to be secured by 20 %.

13 Partial invalidity

Should a provision of these AGBs not be effective, then this shall not affect the validity of the remaining provisions.

Toy Safety Directive:

(1) CAUTION: „Not suitable for children under three years.“
Supplement:
a. due to small parts which could be swallowed. Danger of suffocation!
b. due to detachable small parts which could be swallowed. Danger of suffocation!
c. due to long cords. Danger of strangulation!
d. risk of uncontrolled handling. Risk of injury!
(2) CAUTION: „Only for domestic use.“
(3) CAUTION: „Use under direct adult supervision.“
(4) CAUTION: „To be used with protective equipment. Not to be used in road traffic.“
(5) CAUTION: „This toy does not provide protection.“
(6) „Not suitable for children under 3 years.“ Small children are not able to control
the sledge or to steer or brake. Risk of injury! • Approved for a maximum of
2 persons! • „Only use under adult supervision!“(Self-responsibility!) • „Only
for recreational purposes!“
(7) „Assembly only by adults!“ • „Use for one child up to 3 years approved!“ • „Children
under 3 years only to be pulled on the sledge under adult supervision!“ • „Only use
under adult supervision!“ (Self-responsibility!) • „Do not make any modifications to the
product!“
(9) CAUTION: „To prevent possible injury by entanglement, remove this toy when the child starts trying to get up on its hands and knees in a crawling position“

Last update: April 2016