Conditions

General Terms and Conditions of Golden Media GmbH
(hereinafter referred to as "Seller")

(as at: 03/2024)

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1.      Scope of application, consumer, entrepreneur

1.1        These terms and conditions apply to both consumers and entrepreneurs. A consumer is (§ 13 BGB) any natural person who enters into a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity. An entrepreneur is (Section 14 BGB) a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their commercial or independent professional activity.

1.2        If the Buyer is an entrepreneur, the following shall apply: these Terms and Conditions shall apply exclusively to all deliveries and services, including future deliveries and services. Deviating or additional terms and conditions of the Buyer shall not be binding for the Seller, even if the Seller does not object to them in individual cases, unless the Seller recognises them in writing. In this case, they shall only apply to the respective individual contract. Special agreements made between the Seller and the Buyer shall remain unaffected by this.

1.3        The written form stipulated in these Terms and Conditions of Sale shall also be complied with in text form, unless expressly agreed otherwise.
 

2.      Conclusion of the contract

2.1        The Seller's offers are always subject to change. The customer is bound to his order for a fortnight from receipt by the seller.

2.2        Orders are only accepted by the seller when he has confirmed them in writing. The receipt of a delivery note or an invoice by the Buyer as well as the execution of the delivery or service shall be deemed as confirmation. Verbal agreements shall only be valid if they are confirmed in writing by the Seller.

2.3        Specifications provided by the Buyer shall not be checked by the Seller for correctness and suitability. The Buyer is responsible for checking the Seller's documents for completeness, correctness and suitability for the intended purpose.

2.4        The Seller reserves the right of ownership and copyright to its documents; they may not be made accessible to third parties.
 

3.      Delivery

3.1        If the Buyer is a consumer, the risk shall pass to him as soon as the delivery has been handed over to him. If the Buyer is an entrepreneur, the risk shall pass to him as soon as the Seller has handed over the delivery to the forwarding agent, the carrier or the person or organisation otherwise designated to carry out the shipment.

3.2        The seller reserves the right to timely and correct self-delivery. This does not apply if the seller is responsible for the non-delivery, in particular if he has not concluded a congruent covering transaction. The Seller shall immediately inform the Buyer of the non-availability of the goods and immediately refund any consideration already paid.
 

4.      Retention of title

4.1        The goods remain the property of the seller until they have been paid for in full.

4.2        If the customer is an entrepreneur, the following also applies:

4.2.1                   The seller retains title to his goods ("reserved goods") until full payment of all claims, including future claims, arising from the entire business relationship, including all ancillary claims and until bills of exchange and cheques given in have been honoured. In the case of a current account, the reserved property shall serve as security for the balance claim.

4.2.2                   In the event of breach of contract by the Buyer, in particular default in payment, the Seller may demand the return of the goods subject to retention of title; the Seller shall be entitled to take possession of them himself. After taking back the reserved goods, the seller is authorised to realise them. The proceeds of realisation shall be set off against the liabilities of the Buyer less reasonable realisation costs.

4.2.3                   The Purchaser is permitted to resell the goods subject to retention of title in the course of its ordinary business operations. The Purchaser hereby assigns to the Seller all claims against its customers arising from the resale; the Seller hereby accepts the assignment. The Buyer shall remain authorised to collect claims assigned to the Seller. The seller's authorisation to collect the claim himself remains unaffected by this. However, the Seller undertakes not to collect the claim as long as the Buyer fulfils his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. However, if this is the case, the purchaser must, upon request, immediately send a list of the assigned claims, stating the address of the customer and the amount of the claim. At the request of the seller, the purchaser shall inform the customer of the assignment and provide the seller with the information and documents required to assert its rights.

4.2.4                   Extraordinary dispositions, such as pledging and transfer by way of security, are not permitted. The Buyer shall immediately notify the Seller in writing of any access by third parties to the goods subject to retention of title or to a claim assigned to the Seller, in particular seizures. If the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred.

4.2.5                   The Seller undertakes to release the securities to which the Seller is entitled at the request of the Buyer to the extent that the realisable value of the securities exceeds the claims to be secured by more than 10%; the Seller shall be responsible for selecting the securities to be released. The release shall be effected by transfer of ownership or reassignment.
 

5.      Prices

5.1        The Seller's claims are due and payable in EURO without deduction upon delivery of the goods.

5.2        If the Buyer is an entrepreneur, the following shall also apply: If the agreed prices are based on the Seller's list prices and the delivery is to take place more than four months after conclusion of the contract, the list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount). Otherwise, the Seller shall be entitled to make an appropriate price adjustment if its own costs, in particular material prices, collectively agreed wages, statutory and collectively agreed social benefits and freight costs for a delivery that is to take place more than six weeks after conclusion of the contract, increase.

5.3        The Buyer shall only be entitled to set-off if his counterclaim has been recognised by declaratory judgement or is undisputed. This prohibition of set-off shall not apply to a counterclaim due to a defect which is based on the same contractual relationship as the seller's claim. The purchaser is only authorised to exercise a right insofar as his counterclaim is based on the same contractual relationship.
 

6.      Claims due to a defect in the goods

6.1        In the event of defects, the Buyer shall be entitled to the statutory claims. Claims for damages by the purchaser due to obvious material defects (in particular obvious transport damage) are excluded if he does not notify the seller of the defect within two weeks of delivery of the goods.

6.2        If the customer is an entrepreneur, the following also applies:

6.2.1                   The customer must inspect the goods for defects immediately upon receipt. Recognised defects must be reported in writing immediately, at the latest within five working days of delivery, and non-obvious defects within five days of discovery. If the customer accepts a defective delivery item although he recognises the defect, he can only assert claims due to the defect if he reserves his rights upon acceptance. In the case of commercial purchases, § 377 HGB remains unaffected.

6.2.2                   The Buyer must inform the Seller immediately in writing if a claim is made against him by a consumer or by way of recourse by an entrepreneur due to a defect in the goods. Recourse against the seller is only possible to the extent that the purchaser has not concluded an agreement with his customer that goes beyond the statutory liability for defects.

6.2.3                   The limitation period for claims by the Buyer due to a defect in the goods is one year. This shall not apply to claims for damages which are based on compensation for bodily injury or damage to health or which are based on intent or gross negligence on the part of the seller or its vicarious agents.
 

7.      Liability

7.1        The liability of the seller for slightly negligent breach of non-essential contractual obligations is excluded. In the event of a slightly negligent breach of material contractual obligations - including by legal representatives and vicarious agents - the Seller's liability shall be limited to the foreseeable damage typical of the contract. However, the Seller shall be liable without limitation for damage to life, limb and health of the Buyer culpably caused by him, his legal representatives, vicarious agents or assistants as well as for intent, gross negligence and the absence of guaranteed characteristics. The Seller's liability under the Product Liability Act remains unaffected.

7.2        If the customer is an entrepreneur, the following also applies: The limitation period for claims for damages by the customer that are not based on a defect in the goods is one year. The statutory limitation period for claims due to intent or gross negligence as well as in the event of injury to body and health and on the basis of the Product Liability Act shall remain unaffected.
 

8.      Applicable law, place of jurisdiction, data protection, severability clause

8.1        German law shall apply; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.2        If the customer does not have a domestic general place of jurisdiction, if he has moved his domicile or usual place of residence abroad after conclusion of the contract, if neither the domicile nor the usual place of residence of the customer is known at the time the action is filed or if the customer is a merchant, the registered office of the seller is agreed as the place of jurisdiction; however, the seller is also entitled to sue at the registered office of the customer.

8.3        Should one or more of these conditions be or become invalid, this shall not affect the validity of the remaining conditions.

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