Terms and conditions for corporate customers (B2B)

---

Scope

These conditions of sale apply exclusively to corporate customers, legal persons under public law or special funds under public law within the meaning of § 310 of paragraph 1 of the German civil code. Terms and conditions of sale can only be varied if we expressly agree to their amendment in writing.

These terms of sale also apply to all future transactions with the buyer, to the extent they are related legal transactions.

---

Offer, terms of payment, set-off and retention

Offer

Our offers are always non-binding, provided the buyer does not receive declarations indicating otherwise. Prices are net prices, ex-warehouse excluding incidental packaging and transportation costs. We will need to receive the order in writing.

Terms of payment:

By cheque:
Please write your address and cheque number on the back of your cheque. Cheques may be held to clear before certain goods are dispatched.

By credit card:
Just let us know the credit card number, expiry date and security code in the signature space on the rear of the card. We accept Visa, Mastercard, American Express or Diners. The amount due will be on hold once you have placed your order and will not be charged to your credit card until the merchandise has be dispatched.

By PayPal:
For your webshop orders you are also able to use PayPal to make your purchase.

All prices include VAT.

Set-off and retention

The buyer has the right to offset only if his counterclaims have been legally established or are undisputed. The buyer can only exercise a lien, insofar as his counterclaim is based on the same contractual relationship.

---

Sample consignment

We reserve the right to retain ownership of our sample consignments. They are to be returned to us upon request, but no later than after two weeks. Sample consignments are to be returned at the customer's own risk and expense. If the customer does not return sample consignments through the post within 14 days after receiving the goods, it will be deemed that the customer accepts the sample consignments as a purchase and the customer will be invoiced for the whole consignment. If the goods are returned to us in a damaged or heavily worn condition, the customer must reimburse us the cost of the damage or wear. This does not apply if and insofar as the customer can prove that the damage or wear was not caused by him. The disclosure of samples to third parties is only allowed after prior written consent by us.

---

Delivery, transfer of risk

We are entitled to make partial deliveries, as far as the partial delivery to the buyer in a particular case is reasonable.

Once goods are dispatched to the buyer, the risk of accidental loss or accidental damage of the goods passes to the buyer from the time the goods leave the factory / warehouse.

---

Retention of title

We retain title to the delivered goods until receipt of all payments due under the sales contract. If the buyer does not meet his obligations, especially in the case of late payment, we are entitled to take back the delivered goods. The buyer is obliged to return the goods. The return request is not a withdrawal from the contract, unless we have expressly stated this in writing.

The buyer is obliged to notify us of any distraints or other interventions by third parties without delay so that we can exercise our rights to the goods.

We shall undertake to release the securities that we hold at the purchaser’s request, insofar as the value thereof exceeds the claims to be secured by more than 20 percent.

---

Warranty and Limitation of Liability

In the case of goods delivered by us having defects within the warranty period of 24 months, we will repair them free of cost or replace them at our discretion. Delivered goods shall be deemed approved if the buyer does not complain of obvious defects immediately and in writing. Hidden defects must be reported immediately after their discovery within the warranty period.

We exclude our liability for negligent breach of duty unless they relate to contractual obligations, damages resulting from injury to life, body or health or guarantees or claims under the Product Liability Act. The same holds for any of our agents.

Items can only be returned after consultation and with the approval of Pro-Idee.

---

Performance, jurisdiction, applicable law, severability clause

For contracts with merchants, legal entities under public law and special funds public law the place of performance for delivery and payment as well as the jurisdiction of the courts is Aachen, with the proviso that Pro-Idee GmbH & Co.KG is entitled to sue at the place where the buyer has his office/s and at places where the buyer has subsidiaries.

If the buyer has no general jurisdiction in Germany or if he moves from his domicile or habitual residence outside the scope of the Federal Republic of Germany after signing the contract, our registered office is the place of jurisdiction. This also applies if the domicile or habitual residence of the buyer at the time of the action is not known.

The law of the Federal Republic of Germany applies. The provisions of the CISG shall not apply in the relationship between us and the buyer.

Should one or more provisions of these terms and / or other agreements concluded between the parties be or become invalid or should there be an omission in them, the validity of the remaining provisions shall not be affected and will replace the invalid provisions or omissions with reasonable, permissible regulations which the parties have wanted or would have wanted in terms of meaning and purpose of the conditions, if they had known the invalidity or omission.

---

Pro-Idee Company Ordering Service

Pro-Idee
Woodview Road
Paignton
TQ4 7SR
Tel: 01803 677 916
Fax: 0844 324 8529
www.proidee.co.uk
E-Mail: info@proidee.co.uk

---