General terms and conditions
1. general
(1) Our deliveries and services shall exclusively comply with the agreements of the framework agreement dated 14.1.2021 between stick's GbR and Gerresheimer AG.
(2) Insofar as legal regulations require it and these contradict the agreements regulated in the following general terms and conditions, at least the concurring contractual terms and conditions shall be effective between the parties. Otherwise, the parties agree that they shall adhere to the execution of the contract and that the statutory provisions shall apply to the conflicting contractual terms and conditions.
2 Place of Performance and Jurisdiction
(1) Place of performance is Mönchengladbach. If the parties are merchants, the place of jurisdiction is exclusively Mönchengladbach.
3. orders
(1) The individual contract is concluded by (i) an order of the Customer, (ii) a corresponding and summarizing order confirmation of the Contractor, including the final price.
4. orders
(1) Orders shall be deemed to be a purchase contract within the meaning of the German Civil Code (BGB) and shall be made in writing. A written order confirmation shall be issued. Subsequent changes at the instigation of the customer may lead to additional costs, which will be charged on. For orders placed by telephone, we do not assume any liability for the correctness of the ordered products and quantities. Any costs arising therefrom shall be borne by the customer.
(2) Orders oblige to the acceptance of the goods.
(3) In the case of deliveries of goods, the Customer shall be obliged to inspect the goods promptly after receipt for the contractually agreed quality and to notify the Contractor promptly in writing of any deviations in quality or quantity that can be clearly identified by a visual inspection. Size tables are provided for each article, so that an article that does not fit in terms of size does not constitute a defect, provided that the dimensions given in the size table do not exceed +/- 3cm. If the complaint of an obvious defect described above is not made or not made in time, the delivery is considered accepted. A complaint about a hidden defect should be made promptly after its discovery. A hidden defect is any defect that is not an obvious defect. The obligation to give notice of defects shall be deemed to have been complied with in due time if it is received by the Contractor within a reasonable period of time, as a rule ten (10) working days, beginning with the acceptance of the goods in the case of obvious defects and in the case of hidden defects beginning with their detection by the Purchaser.
(4) Insofar as a complaint is made by the Customer regarding a delivery of goods, the Customer shall provide the Contractor with an appropriate description of the identified defect upon request. The Contractor shall arrange for the return of the respective defective items of the delivery of goods at its expense. The Contractor shall promptly deliver new items for full performance of the contractual agreement. The Contractor may, with the prior approval of the Customer, repair the defective items, provided that this is possible and reasonable for the Customer according to the defect.
5 Delivery
(1) Delivery shall be made by default after collection of orders by locations.
(2) Orders of the Customer with a fixed date shall only be effective for us if they have been confirmed by us in writing. The delivery deadline shall be deemed to have been met if the delivery is ready for dispatch on the agreed date.
6 Shipping
(1) Shipment shall be made by DHL, DPD or delivery by stick's GbR.
(2) Shipping costs for delivery to delivery locations in Germany (DE) shall be invoiced proportionately to the cost centers per location.
(3) Costs for special forms of shipment (express delivery, express delivery, etc.) will be charged to the customer. We reserve the right to make partial deliveries. Partial deliveries will also be invoiced on a freight basis. Any responsibility for the cheapest and fastest shipment is excluded.
(4) Upon leaving the factory or warehouse, all risks and dangers associated with the shipment shall be borne by the customer. This means that the risk for delays in the expected transport times and for the loss of the goods lies with the Customer. With the provision of the goods by stick's GbR, the risk is transferred to the client. stick's GbR is liable as a shipper only for intent and gross negligence.
(5) Our goods are carefully packed. Damaged goods are to be claimed immediately with the carrier, as we do not assume any liability for this. Furthermore, such a complaint must be reported to us immediately in addition.
8. prices / terms of payment
(1) stick's GbR shall not be entitled to change prices, including additional costs of an order (freight, packaging, insurance, handling, etc.), without the consent of Gerresheimer AG. This shall not apply to discount agreements which the Customer has negotiated individually with the Contractor and which have been documented accordingly in the processing system of the online presence.
(2) Invoices shall be sent electronically exclusively to the e-mail address of the Customer specified in the order, unless the Customer has specified a separate or additional e-mail address for invoice delivery. In the case of the latter, the invoice shall also be sent to this address(es).
(3) The Ordering Party shall settle invoices of stick's GbR, which were transmitted to the Ordering Party in compliance with the specifications stated in the framework agreement § 3.3, within 14 calendar days after receipt of the invoice by the Ordering Party by means of a corresponding payment instruction in favor of the account specified by the Contractor at a bank located in Germany. The prerequisite for invoicing by the Contractor to the Customer is that the Contractor has a due and undisputed claim for payment against the Customer on the basis of a service agreed and provided in accordance with the contract pursuant to § 2.
(4) The Customer shall be entitled to refuse due payments for defective services rendered by the Contractor until the Contractor has rendered defect-free services to the Customer. Payments made by the Customer shall not constitute recognition of the deliveries and/or services as being in accordance with the contract or as having been accepted.
9. retention of title
(1) The delivered goods shall remain the property of stick's GbR until full payment of all claims arising from the existing business relationship.
11. data protection
(1) The parties shall comply with all applicable data protection regulations. For the purpose of this contract, it is agreed that if stick's GbR obtains access to the personal data of the Customer (including the Ordering Party), stick's GbR shall be an order processor pursuant to Art. 4 No. 8, Art. 28 DSGVO. As a processor, stick's GbR will process the personal data of the Principal that is necessarily relevant for the performance of the contractual relationship. In this relationship, the client is then the responsible party within the meaning of Art. 4 No. 7, 24 DSGVO.
(2) To the extent required by law, the parties shall enter into a separate order processing agreement ("AVV") in accordance with Art. 28 DSGVO. In this context, stick's GbR shall also indicate to the Client whether and to what extent stick's GbR in turn uses third parties in the context of subcontracting the processing of personal data of the Client and shall name these third parties accordingly to the Client. In the event of such subcontracting of third parties, stick's GbR shall ensure that corresponding GPCs have also been concluded with them and shall ultimately assure the client of compliance with at least equivalent data protection standards in accordance with the GDPR in any case of subcontracting.
(3) The Parties shall take appropriate precautions to prevent unnecessary access to or transfer of personal data to the other Party, including to authorized third parties. For this purpose, the Parties shall reduce the use to an absolutely necessary minimum (principle of data minimization).
(4) Within the scope of all data processing, the Contractor guarantees the implementation of appropriate technical and organizational measures in its organization and the organization of third parties used by the Contractor to fulfill its contractual obligations. In particular, sensitive information (personal data, business secrets, financial information, etc.) received by the Contractor shall be adequately protected against access by unauthorized third parties. In particular, consideration shall be given to encrypting sensitive information to an appropriate extent.