TERMS AND DISPUTE RESOLUTION

General terms and conditions of business

1. Subject of the conditions, scope of application The following conditions apply exclusively to all deliveries, consulting services and information from Kolini GmbH (KOLINI). They are part of old offers from KOLINI and agreements with KOLINI, in the case of permanent business relations also for all future business. Different terms and conditions of the customer only apply if they have been confirmed in writing by KOLINI. This also applies if KOLINI has not expressly objected to the different terms or the customer has referred to different terms in his order. 2. Conclusion of contract 2.1. All offers from KOLINI are non-binding. Contracts are only concluded with the order confirmation or the execution of the order by KOLINI. 2.2. All information on delivery and service items in catalogues, brochures, circulars, advertisements, illustrations and price lists etc. merely represent descriptions, markings or guideline values, unless otherwise stated in the order confirmation. Insignificant deviations from catalogs etc. or goods delivered earlier are reserved. 2.3. Subsidiary agreements or changes to these conditions must be in writing. 3. Scope of services The exact scope of services results from the order confirmation from KOLINI. 4. Disturbance of the business basis 4.1. If circumstances have changed significantly after the conclusion of the contract or if unforeseeable events such as force majeure, in particular mobilization, war, riots, boycotts or operational disruptions, strikes and lockouts, official intervention, energy supply difficulties, difficulties in procuring materials, the manufacture or procurement of the goods to be delivered, KOLINI demand the adjustment of the contract or withdraw from the contract at their option. 4.2. If, after conclusion of the contract, it becomes apparent that KOLINI's claim for remuneration is at risk, KOLINI can demand payment in advance or withdraw from the contract. In this case, all claims of KOLINI are to be fulfilled immediately and in full by the customer, without prejudice to agreed payment terms. 4.3. If wage and material costs increase not only insignificantly after the conclusion of the contract, KOLINI can adjust the delivery price appropriately or the customer objects to the delivery price increase, withdraw from the contract. 5. Prices, terms of payment, default of payment, offsetting 5.1. The prices stated in the order confirmation only refer to the goods to be delivered. In particular, the customer bears the costs for transport insurance. The customer will be charged a flat rate of 3% of the value of the goods for paper and cardboard packaging. Crates and crates will be charged to the customer at cost price and credited again provided that the customer returns the crates and crates to KOLINI within one month of delivery. 5.2. All prices do not include the VAT applicable at the time of delivery. 5.3. Payment is due upon delivery. Unless otherwise agreed, payment by the customer must be made within 30 days. Other agreements regarding the terms of payment are indicated on the respective order confirmation. The invoice date is decisive for the beginning of the period, the receipt of payment by KOLINI for the end of the period. KOLINI is entitled to demand interest of 8% above the base interest rate from the 30th calendar day after the due date. The right to claim higher damages caused by delay remains unaffected. In the event of a delay in payment, KOLINI is also entitled to prohibit the use of the delivered items and to take possession of them again at any time without waiving his claims, whereby the customer waives the objection of disturbance of possession. If KOLINI asserts the retention of title or if KOLINI takes possession of the delivered goods, this shall only be deemed a withdrawal from the contract if KOLINI expressly declares its withdrawal in writing. Any costs associated with the removal of goods shall be borne by the customer. Apart from that, KOLINI is entitled - without prejudice to the customer's payment obligation - to sell the returned goods privately or by public auction. The proceeds will be credited to the customer. If KOLINI withdraws from the contract, in addition to compensation for the use of the goods, the customer must also reimburse KOLINI for any loss in value that is not their fault, as well as for the overall damage, including the loss of profit. KOLINI can claim 10% of the sales price as lost profit without proof. 5.4. Should KOLINI have to take extrajudicial or judicial measures against the customer outside of the Federal Republic of Germany in order to enforce the fulfillment of his contractual claims, the customer is to bear all extrajudicial and judicial costs plus attorney's fees that were to be reimbursed according to German substantive or procedural regulations. obligated. A customer based outside of the Federal Republic of Germany accepts these conditions when placing the order. 5.5. The customer may only offset against undisputed or legally established claims or assert a right of retention based on them. 6. Delivery times, default Delivery times are always approximate and non-binding. The start of the process requires the clarification of all technical questions, the timely and complete fulfillment of the customer's obligations to cooperate and compliance with the terms of payment. If these requirements are not met, the deadlines are reasonable, but at least extended by the period of the delay. KOLINI is not responsible for unforeseen difficulties in procuring material, labour, means of transport and energy, force majeure, in particular mobilization, war, riots, boycotts, strikes and lockouts. If the customer sets KOLINI a reasonable period of grace after the delay has occurred, he is entitled to withdraw from the contract after the period has expired or, if the delay is due to gross negligence or intent on the part of KOLINI, to demand damages instead of performance. § 286 paragraph 2 BGB is waived. The customer has no further claims. 7. Provided fabrics Submitted fabrics will be processed without checking for errors. KOLINI will not be responsible for any complaints that may arise from this. This also applies to any defects that may appear later that are not due to the processing carried out. If there are no specifications for left or right ropes, processing is at the discretion of KOLINI. 8. Delivery 8.1. Deliveries are made with transport insurance ex works, warehouse or location, shipping at the expense and risk of the customer, even if carriage paid delivery has been agreed or the delivery is made with KOLINI's own vehicles. The choice of shipping method is made by KOLINI. 8.2. If the customer does not accept the goods within 8 working days after the notification that the goods are ready or if the customer does not inform KOLINI of the shipping address within this period or if the call is not made in the case of call orders, KOLINI is entitled to demand immediate payment of its delivery claims and storage fees at a reasonable rate scope to request. KOLINI is also entitled to withdraw from the contract. In the case of orders on call without specifying the delivery date, the goods must be accepted regularly three months after confirmation of the order. 9. Retention of title 9.1. KOLINI retains ownership of the goods delivered to the customer until all claims arising from the business relationship between KOLINI and the customer at the time of delivery or arising later from the contractual relationship have been paid in full; when paying by check or bill of exchange until they are honoured. The inclusion of individual claims in a current account as well as the drawing of balance and their recognition do not affect the retention of title. 9.2. The customer is entitled to resell the reserved goods in normal business transactions. However, he is not permitted to pledge, transfer ownership or assign by way of security. The customer is obliged to secure the rights of KOLINI as a reserved seller when reselling reserved goods on credit. The customer assigns the customer's claims from the resale of reserved goods to KOLINI in advance; KOLINI accepts this assignment. Irrespective of the assignment and KOLINI's right to collect, the customer is entitled to collect as long as he meets his obligations to KOLINI and KOLINI's claim for remuneration is not jeopardized. At the request of KOLINI, the customer must provide the information required for collection of the assigned claims and notify his debtors of the assignment. 9.3. The ordering party shall treat or process the goods subject to retention of title for KOLINI without KOLINI being obliged to do so. In the case of processing, connection, mixing and mixing of reserved goods with other goods not belonging to KOLINI, KOLINI is entitled to the resulting co-ownership share in the new item in the ratio of the delivery value of the reserved goods to the other processed goods at the time of processing, connection, mixing or mixing . If the customer acquires sole ownership of the new item, there is agreement with KOLINI that the customer grants KOLINI co-ownership of the new item in relation to the delivery value of the processed or combined, mixed or blended reserved goods and stores them for KOLINI free of charge. If the reserved goods are resold together with other goods, regardless of whether they have been processed, combined or mixed, the advance assignment is limited to the delivery value of the reserved goods. 9.4. If the value of the securities exceeds KOLINI's claims by more than 20%, KOLINI will release securities at its discretion at the request of the customer. 9.5. The ordering party must inform KOLINI immediately of any enforcement measures by third parties in relation to the goods subject to retention of title or the claims assigned in advance and must provide KOLINI with the documents necessary for an intervention. 9.6. Furthermore, the customer is obliged to adequately insure goods for which KOLINI is the sole or co-owner against all property risks. Proof of insurance coverage must be provided to KOLINI upon request. 9.7. In the event of default by the customer or in the event of a significant breach of duties of care and custody, the assertion of the retention of title by KOLINI shall not be deemed a withdrawal from the contract unless KOLINI expressly declares its withdrawal. 10. Obligation to inspect and to give notice of defects The customer must inspect the delivered goods immediately after delivery, in particular with regard to completeness. Smaller quantities and defects must be reported to KOLINI immediately by registered letter in a comprehensible manner. Defects that cannot be detected during a proper inspection must be reported to KOLINI within 7 working days of their detection, in compliance with the above requirements for notification of defects. In the event of a breach of the obligation to examine and give notice of defects, warranty claims based on the defect in question are excluded. § 377 HGB applies additionally. 11. Defects 11.1. The exclusion of deviations customary in the industry requires an express written agreement. The same applies to any guarantees. Minor, insignificant deviations of the delivered goods from samples, catalogues, brochures and price lists etc. or goods delivered earlier are not considered defects. The customer must check for himself whether the goods ordered are suitable for the intended purpose. Unsuitable goods are only defective if KOLINI has confirmed their suitability to the customer in writing. The wear and tear of wearing parts within the scope of normal traffic does not constitute a defect. 11.2. If assembly, installation, sales or maintenance instructions are not followed, changes are made to the delivered goods, parts are replaced or materials or cleaning or care products are used that do not comply with the manufacturer's specifications, claims for defects only exist if the customer can prove that the the defect was not caused by this, but was already present at the time of the transfer of risk. 11.3. KOLINI is liable to the customer for the fact that their newly manufactured products are free of manufacturing and material defects and otherwise have the quality agreed in the order confirmation. 11.4. If newly manufactured goods have not yet been delivered to a consumer, justified and proper notifications of defects oblige KOLINI, at its option, to remedy the defects by rectification or to redeliver the delivery item or parts of the delivery item. If subsequent deliveries or improvements fail, the customer can only demand a reduction in payment or, at his option, withdraw from the contract. However, the right of withdrawal and any claim for damages in lieu of performance according to Section 12 of these provisions only exist if the defect is not insignificant. 11.5. Recognizable defects are to be reported by the customer immediately upon acceptance at the place of performance. Hidden defects must be reported immediately upon discovery. Notices of defects must contain a description of the defect that is as detailed as possible. A complaint that is not made in due time or form excludes any warranty claims by the customer. 11.6. If newly manufactured goods have already been delivered to a consumer, the customer is only entitled to assert those claims for defects against KOLINI that his customer has asserted against him. This does not apply if the customer has accepted a goodwill obligation towards his customer that has not been agreed with KOLINI. The customer is not entitled to withdraw from KOLINI if he had to take back the goods because he did not properly fulfill his right to supplementary performance, in particular because he culpably let a deadline set for supplementary performance expire. 11.7. KOLINI is only obliged to reimburse expenses according to § 439 paragraph 2 BGB if the customer has informed KOLINI in advance in writing of the consumer's request for supplementary performance, informed KOLINI of the intended type of supplementary performance and the approximate costs associated with it and has not immediately objected to KOLINI. The customer is obliged to heed KOLINI's suggestions that mean a cheaper variant of supplementary performance. 11.8. The warranty for used delivered goods is excluded except in the case of guarantee, fraudulent intent or other agreements. 11.9. In principle, there is no warranty claim for the natural product leather, as this product is subject to natural properties. It can change in color and shape due to the weather, it can have different surface structures, for example due to scars, skin folds, etc. Therefore the condition of the leather does not constitute a defect. 11.10. For goods made to measure, the dimensioning that was made available to KOLINI for the creation of an offer applies. For the goods then manufactured, KOLINI only guarantees the accuracy of fit with reference to these dimensions. 11.11. If KOLINI violates non-performance-related obligations according to § 241 Paragraph 2 BGB, the customer only has a right of withdrawal and a claim for damages instead of performance beyond the legal requirements if the customer has warned KOLINI in advance in writing and the breach of duty has not been omitted . 11.12. Claims due to defects become time-barred within two years for newly manufactured delivered goods and within one year for used delivered goods from delivery to the customer. For the rest, §§ 444 and 479 BGB remain unaffected. 11.13. If a defect cannot be found during the inspection after the customer has complained, the customer must bear the troubleshooting costs. 12. Limitation of Liability, Compensation for Damages 12.1. If KOLINI has negligently violated an obligation that is essential for the fulfillment of the purpose of the contract, the liability is limited to the damage typical of comparable transactions of this type, which were foreseeable when the contract was concluded or at the latest when the breach of duty was committed. § 444 BGB, claims for damages due to injury to life, limb and health as well as claims under the Product Liability Act remain unaffected. 12.2. Any other claims for damages are excluded. In particular, KOLINI is not liable for damage caused to the delivery item itself, nor for consequential damage of any kind, nor is KOLINI liable for lost profits or other financial losses on the part of the customer. The above exemption from liability does not apply if KOLINI or its vicarious agents acted with intent or gross negligence. 12.3. Warranty claims and claims for damages of the customer that go beyond those specified in these conditions are excluded, regardless of the type and legal basis. 12.4. The liability of KOLINI's vicarious agents is limited in the same way. 13. Final Provisions 13.1. KOLINI may use third parties to fulfill its obligations. 13.2. German law applies, the UN sales law is excluded. 13.3. Should one of these provisions be or become wholly or partially legally invalid or unenforceable, a provision that comes closest to the economic purpose shall apply in place of this provision. The validity of the remaining provisions remains unaffected. 13.4. The exclusive place of jurisdiction in relation to registered traders and legal entities under public law or special funds under public law for all disputes arising from legal relationships between KOLINI and the customer is the place of business of KOLINI or, at the discretion of KOLINI, the place of residence or business of the customer. 13.5. Unless otherwise stated in the order confirmation, KOLINI's place of business is the place of performance.

dispute resolution

Online arbitration according to Art. 14 Para. 1 ODR-VO and § 36 VSBG: The European Commission provides a platform for online dispute resolution (OS), which you can find at https://ec.europa.eu/consumers/odr/ find. We are not obliged and generally not willing to participate in a dispute settlement procedure before a consumer arbitration board. Our e-mail address is: kontakt@kolini.info
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