Terms and Conditions of Sale and Delivery of the ORNAMIN Group
Ornamin-Kunststoffwerke GmbH & Co. KG / Instore-Marketing GmbH / Ornamin Limited
1. The order of the customer represents a binding offer, which we can accept within two weeks by sending an order confirmation or by delivering the goods.
2. Offers made by us beforehand are authoritative, insofar as they are not designated as binding.
3. Our terms and conditions apply exclusively; we do not acknowledge any conditions of the customer which differ from our terms and conditions of business, unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we execute the performance to him unconditionally in the knowledge of conflicting terms or conditions of the customer deviating from our terms and conditions.
1. Unless otherwise agreed upon, our prices are EXW Minden according to the Incoterms 2010 plus the value-added tax applicable at the time of the order.
2. If the dependency of the price on the part weight has been agreed, the final price is determined by the weight of the released failure patterns.
III. Delivery and acceptance obligation
1. In writing, binding or non-binding delivery periods begin upon receipt of all the documents required for the execution of the order, the down payment and the timely ordering of the material as far as these have been agreed.
2. Appropriate partial deliveries as well as reasonable deviations from the order quantities are permissible. In the event of delivery, only the quantity actually delivered will be charged.
3. Events of force majeure entitle us to postpone delivery by the duration of the hindrance and a reasonable start-up time. Force majeure shall include strike, lock-out or unforeseeable circumstances, e.g. Operational disturbances. This also applies if the abovementioned disabilities occur with a sub-supplier.
4. We will notify the customer immediately if a Force majeure occurs.
IV. Packaging, shipping, risk transfer
1. Unless otherwise agreed upon, we shall choose packaging and shipping method to the best of our discretion. At the written request of the customer, the goods shall be insured at his expense against storage, breakage, transport and fire damage.
2. The permissible packing height of pallets delivered by us is based on the CCG2 standard. The loading height will be between 160 to 195 cm.
3. If in a contract another term than EXW Minden is agreed upon, in accordance with the Incoterms 2010, the risk transfer shall be based on the chosen clause of the Incoterms or the contract.
V. Retention of title
1. We retain ownership of the goods until the fulfilment of all claims against the customer, even if the concrete goods have already been paid.
2. The customer has to inform us without any delay of the enforcement measures of third parties in the reserved goods by submitting the necessary documents for an intervention; this also applies to impairments of any other kind, irrespective of the fact that the customer has already in advance assigned the rights on existing goods to a third party.
3. The costs of an intervention by the user are borne by the customer insofar as the third party is not in a position to reimburse them. In the event of the resale / rental of the reserved goods, the purchaser assigns to us the security claims arising from the above transactions against our customers until the fulfilment of all our claims.
4. If the value of the security exceeds our claims against the purchaser by more than 20%, then we have to release the collateral which is due to us at the request of the customer and at our discretion.
VI. Guarantee and liability
1. The pattern, which can be presented upon request, is decisive for quality and design of the goods. The reference of technical standards does not imply specific qualities of the goods.
2. The purchaser bears solely responsibility for the constructively correct design and the practical suitability of pressed parts, even though he was counselled on the development by us.
3. Notice of defects shall be alleged immediately in writing, at the latest, three days after the receipt of delivery. In case of hidden defects, this deadline will be extended to three days after the finding of the defects.
4. In case of justified notice of defect, we shall be entitled to choose whether to rectify the defective goods or to provide a substitute delivery. Any further reaching claims are excluded. Replaced parts have to be sent back to the supplier, not prepaid, upon the supplier’s request.
5. In case of decorated goods, minor differences to the pattern are no reason for a notice of defects. Minor colour variations within the edition cannot be prevented due to technical reasons and are not a reason for a notice of defects, too.
6. A liability for normal wear and tear is excluded.
7. The protruding paragraphs contain the final regulatory for the warranty of our products and exclude any other warranty claims of all forms. This does not apply in case of compensation due to guaranteed characteristics.
VII. Condition of payment
1. All payments are to be made exclusively with discharge of debts to the account connections indicated on the invoice.
2. If factoring is agreed, all payments have to be exclusively paid with discharge of debts in the agreed currency to VR Factorm GmbH, Ludwig-Erhard-Str. 30-34, 65760 Eschborn, to whom we transferred all our present and future claims from our business relationship. We have also transferred our property subject to reservation of title to VR Factorem GmbH.
3. Unless otherwise agreed upon, the purchase price is payable with a 2% cash discount within 14 days or in full within 30 days after the invoice date. The cash discount requires the satisfaction of all former undisputed invoices. For payments with bill of exchange no cash discount is granted.
4. Cheques shall only be accepted on account of performance, all cost involved are at the expense of the purchaser.
5. Offsetting by the purchaser due to his own claims to payments is excluded unless they are undisputable or legally binding. The assertion of a right retention by the purchaser is also excluded unless it is based on the same contractual conditions or the counterclaims an undisputable or legally binding.
6. If the purchaser defaults on any payment obligations, all outstanding claims are immediately due.
1. The price for moulding also contains the once-off costs for the making of patterns, but does not contain the costs for tests, samples and processing procedures as well as any modifications requested by the purchaser. Costs for further samplings for which we are responsible are payable by us.
2. Unless otherwise agreed upon, we are and remain the owner of the forms/moulds produced by the customer or by a third party commissioned by us. Forms shall only be used for the Purchaser’s orders as long as the Purchaser complies with his payment and acceptance obligations. Our obligation to store shall expire two years after the last part delivery from the form and prior notification of the customer.
3. If it is agreed upon that the purchaser shall become the owner of the mould, the property is transferred after the purchase price of the moulds has been paid. The transferring of the moulds is replaced by our duty to preserve them. Independently of the purchaser’s legal right to recover possession and of the lifetime of the moulds, we are entitled to solely hold the moulds until an agreed minimum quantity has been purchased and/or a certain time has passed. We will designate the patterns and moulds as third-party property and, at the purchaser’s request, will insure them at his costs.
4. For moulds owned by the purchaser according to paragraph 3. and/or moulds made available by the purchaser by the way of lending, our liability is limited to the duty of care observed in our own affairs concerning safekeeping and maintenance. The cost for maintenance and insurance is at the purchaser’s expense. Our obligations expire in case the purchaser does not collect the mould within a reasonable term upon settlement of the order or corresponding notification by us. As long as the purchaser has not completely fulfilled his contractual obligations, we have a right of retention of the moulds in any case.
IX. Industrial property rights
1. If we have to supply goods according to drawings, models, samples or using parts made available by the purchaser, it is the purchaser’s responsibility that any protective rights of third parties is not violated hereby. The purchaser has to indemnify us from claims of third parties and to pay compensation for damage caused. In case production or delivery will be forbidden by a third party referring to a protective right of the third party, we are entitled – without examination of the legal situation – to stop work until clarification of the legal situation by purchaser and the third party.
2. Drawings and samples made available to us which did not lead to an order will be sent back upon request. Otherwise, we are entitled to destroy those three months upon submission of the quotation.
3. We are entitled to copyright and possibly commercial protective rights, especially all rights of use and exploitation, for any models, moulds and devices, sketches and drawings, designed by us or a third party on our order.
X. Place of performance and jurisdiction
1. Unless otherwise specified in the contract, the place of performance and payment shall be our place of business in Minden. If the customer is a merchant, a legal person of public law or a public special fund, exclusive court of jurisdiction is the court of jurisdiction for our business in Minden.
2. This Agreement shall be governed by the law of the Federal Republic of Germany. The application of the UN purchase law is excluded.
I. Standard business terms
§ 1 Basic provisions
(1) The following business terms are applicable to all the contracts, which you conclude with us as a supplier (Ornamin-Kunststoffwerke GmbH & Co. KG) via the www.ornamin.com website. Unless otherwise agreed upon, the inclusion, if necessary, of your own conditions is ruled out.
(2) A ‘consumer’ in the sense of the following regulations is every natural person who concludes a legal transaction which, to an overwhelming extent, cannot be attributed to either his commercial or independent professional activities. The term ‘businessman’ refers to every natural person, legal person or legally responsible partnership that concludes a legal transaction in pursuance of his/its independent professional or commercial activity.
§ 2 Conclusion of the contract
(1) The subject-matter of the contract is the selling of products.
(2) On placing the product in question on our website, we provide you with a binding offer to conclude a sales agreement subject to the conditions specified in the item description.
(3) The purchase agreement takes place via the online shopping cart system as follows:
The products intended for purchase are moved to the « shopping cart ». You can select the shopping cart using the appropriate buttons on the navigation bar and make changes there at any time.
After calling up the “Checkout” page and entering the required personal data and payment and shipping conditions, all order information is then displayed again on the order summary page.
If you used an instant payment system (e.g. PayPal / PayPal Express, Amazon-Payments, Sofort) to receive payments, you will either be guided to our online shop on the order summary page or forwarded to the web page of the instant payment provider.
If you are forwarded to the instant payment system, choose and enter your details as appropriate. You will then be returned to the order summary page in our online shop.
Before the order is sent, you can re-check all the data, change it (which can also be done via the internet browser’s ‘back’ function) or cancel the purchase transaction.
By clicking the « Place order in conjunction with a liability to pay” button to submit the order, you declare acceptance of the order in a legally binding way by which the purchase agreement takes place.
(4) You are not bound by your enquiries regarding the creation of an offer that have been conveyed to us. We supply you with a textual and binding offer (e.g. via e-mail), which you can accept within a period of 5 days.
(5) The execution of the order and the sending of all the details necessitated by the conclusion of the contract take place via e-mail, in a partially-automated manner. Consequently, you have to ensure that the e-mail address that you have deposited with us is the correct one, and that the receipt of the respective e-mails is guaranteed. In particular, you have to ensure that the respective e-mails are not blocked by a SPAM filter.
§ 3 Individually-designed products
(1) You provide us with the appropriate information, text or data necessary to customise the goods via the online ordering system or via E-mail without undue delay after concluding the contract. Any potential specifications that we may issue regarding file formats are to be borne in mind.
(2) You are obligated to ensure that you do not transfer data whose contents violate the rights of external parties (especially copyrights, rights to names and trademark rights) or break existing laws. You explicitly free us from any and all claims related to this matter that may be raised by external parties. This also applies to the costs associated with any legal representation that may become necessary in this regard.
(3) We do not check the transferred data for textual accuracy. In this respect, we assume no liability for errors.
§ 4 Special agreements related to the offered payment methods
(1) Validity check
If we pay in advance, e.g. when paying an invoice or a debit note, your data will be forwarded to UNIVERSUM Inkasso GmbH, Hugo-Junkers-Straße 3, 60386 Frankfurt am Main, for a validity check using a mathematical-statistic process in order to safeguard our authorised interests. We reserve the right to reject the mode of payment of an invoice or debit note on the basis of the results of the validity check.
§ 5 Right of retention, reservation of proprietary rights
(1) You can only exercise a right of retention if the situation in question involves claims arising from the same contractual relationship.
(2) The goods remain our property until the purchase price is paid in full.
(3) If you are a businessman, the following conditions also apply:
a) We retain ownership of the goods until all the claims arising from the ongoing business relationship have been settled in full. The goods subject to retention of title may not be pledged or transferred by way of security before ownership of the said goods changes hands.
b) You can re-sell the goods within the framework of an orderly transaction. In this regard, you hereby cede all the claims amounting to the magnitude of the billing amount that accrue to you as a result of the re-selling operation to us, and we accept the cession. Furthermore, you are authorised to collect the claim in question. However, insofar as you do not discharge your payment obligations in an orderly fashion, we reserve the right to collect the claim ourselves.
c) In a situation involving the combination and amalgamation of the goods subject to retention of title, we acquire co-ownership of the newly-formed item. This co-ownership corresponds to the ratio that exists between the invoice value of the goods subject to retention of title and the other processed items at the time of processing.
d) If you make a request of this nature, we shall be obligated to release the securities that are due to us, to the extent that the realisable value of our securities exceeds the claim to be secured by more than 10%. We are responsible for selecting the securities to be released.
§ 6 Warranty
(1) The statutory warranty rights are applicable.
(2) As a consumer, you are requested to promptly check the product for completeness, visible defects and transport damage as soon as it is delivered, and promptly disclose your complaints to us and the shipping company in writing. Even if you do not comply with this request, it shall have no effect on your legal warranty claims.
(3) Insofar as you are a business, the following difference applies to the aforementioned warranty regulations:
a) It is understood that the details provided by us and the product description provided by the manufacturer are the only things that represent the properties and condition of the product in question. Other advertisements, blurbs and statements issued by the manufacturer are not considered to be representative of the properties and condition of the said product.
b) If the goods are found to be faulty, we shall reserve the right to repair the goods or deliver replacements. If the defect is not removed, you can demand a reduction in the price or withdraw from the contract at your discretion. The defect removal is applicable after a failed second attempt, unless the circumstances prove otherwise, in particular due to the nature of the object and/or defect or other conditions. In case of repair, we must not bear the additional costs, which arise from the transfer of the item to a place other than the place of fulfilment, as far as the transfer does not correspond to the intended use of the item.
c) The warranty period amounts to a period of one year after delivery of the product. The reduction in time-limit does not apply:
– to damages culpably attributable to us arising from injury to life, limb or health and for other damages caused by wilful intent or gross negligence;
– insofar as we have wilfully concealed the defect or accepted a warranty for the quality of the goods;
– to goods which are used for a building in accordance with their normal use instructions and whose defects were caused by this;
– for statutory recourse claims, which you have against us in connection with warranty rights.
§ 7 Choice of law, place of fulfilment, jurisdiction
(1) German law shall apply. This choice of law only applies to customers if it does not result in the revocation of the protection guaranteed by the mandatory provisions of the law of the country in which the respective customer’s usual place of residence is located (benefit-of-the-doubt principle).
(2) If you are not a consumer, but a businessman, a legal entity under public law or an institutional fund governed by public law, our place of business is the place of jurisdiction as well as the place of fulfilment for all services that follow from the business relationships that exist with us. The same condition applies to situations in which you are not associated with a general place of jurisdiction in Germany or the EU, as well as situations in which the place of residence or the usual place of residence is not known at the time of commencement of proceedings. This has no bearing on the capacity to call upon the court associated with another place of jurisdiction.
(3) The provisions of the UN Convention on Contracts for the International Sale of Goods are explicitly inapplicable.
II. Customer information
1. Identity of the seller
Ornamin-Kunststoffwerke GmbH & Co. KG
Telephone: +49 (0) 571888080
Alternative dispute resolution:
The European Commission provides a platform for the out-of-court resolution of disputes (ODR platform), which can be viewed under https://ec.europa.eu/odr.
We are willing to enter into dispute resolution proceedings before the consumer arbitration board.
2. Information regarding the conclusion of the contract
The technical steps associated with the conclusion of the contract, the contract conclusion itself and the correction options are executed in accordance to the regulations « conclusion of the contract » in our standard business terms (part I.).
3. Contractual language, saving the text of the contract
3.1 Contract language shall be English.
3.2 The complete text of the contract is not saved with us. Before the order is sent, via the online – shopping cart system the contract data can be printed out or electronically saved using the browser’s print function. After the order is received by us, the order data, the legally-mandated details related to distance selling contracts and the standard business terms are re-sent to you via e-mail.
3.3 You will be sent all contractual information within the framework of a binding offer in written form, via E-mail for example, for quotation requests outside of the online shopping basket system, which can be printed out or saved electronically in a secure manner.
4. Codes of conduct
4.1 We are voluntarily subject to the Käufersiegel quality criteria of Händlerbund Management AG which can be viewed at: https://www.haendlerbund.de/images/content/kaeufersiegel/kaeufersiegel-qualitatskriterien.pdf and, in connection with that, the Ecommerce Europe Trustmark Code of Conduct https://www.ecommercetrustmark.eu/the-code-of-conduct/.
4.2 We are voluntarily subject to the Trusted Shops GmbH code of ethics, which can be viewed at: http://www.trustedshops.com/tsdocument/TS_QUALITY_CRITERIA_de.pdf.
5. Main features of the product or service
The key features of the goods and/or services can be found in the respective quote.
6. Prices and payment arrangements
6.1 The prices mentioned in the respective offers represent total prices, as do the shipping costs. They include all the price components, including all the incidental taxes.
6.2 The dispatch costs that are incurred are not included in the purchase price. They can be viewed by clicking the appropriate button on our website or in the respective quote, are shown separately over the course of the order transaction and must additionally be borne by you, insofar as free delivery is not confirmed.
6.3 If delivery is made to countries outside of the European Union, we may incur unreasonable additional costs, such as duties, taxes or money transfer fees (transfer or foreign exchange fees charged by the banks), which you must bear.
6.4 You must also bear the costs arising from money transfers in cases in which the delivery is made to an EU Member State, but the payment is initiated outside of the European Union.
6.5 The payment methods that are available to you are shown by clicking the appropriate button on our website or are disclosed in the respective quote.
6.6 Unless otherwise specified for the respective payment methods, the payment claims arising from the contract that has been concluded become payable immediately.
7. Delivery conditions
7.1 The delivery conditions, delivery date and existing supply restrictions, if applicable, can be found by clicking the appropriate button on our website or in the respective quote.
7.2 If you are a consumer, the following is statutorily regulated: The risk of the sold item accidentally being destroyed or degraded during shipping only passes over to you when the item in question is delivered, regardless of whether or not the shipping operation is insured. This condition does not apply if you have independently commissioned a transport company that has not been specified by us or a person who has otherwise been appointed to execute the shipping operation.
If you are a businessman, the delivery and shipping operations take place at your own risk.
8. Statutory warranty right
Liability for defects is governed by the “Warranty” provisions in our General Terms and Conditions of Business (Part I).
These SBTs and customer details were created by the lawyers specialising in IT law who work for the Händlerbund, and are constantly checked for legal conformity. Händlerbund Management AG guarantees the legal security of the texts and assumes liability in case warnings are issued. More detailed information can be found on the following website: https://www.haendlerbund.de/en/services/legal-texts
last update: 19.11.2018