general terms & conditions

1. Applicability

1.1 The present general terms and conditions apply to all contracts concluded between you and us, the company BETZLER GROUP B.V., represented by Maximilian Betzler, unless nothing else has been expressly agreed in writing. We do not accept deviating or con- flicting conditions insofar as we have not expressly agreed to them in writing.

1.2 These terms and conditions shall also govern all future transactions.
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1.3 These terms and conditions fully and completely comprise our contracts with you. Apart from these terms and conditions, no oral or written terms or conditions apply.
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1.4 The terms and conditions shall apply in particular to contracts for the sale and/or delivery of movable goods, irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the terms and conditions shall apply in the version valid at the time of the order or, in any event, in the version last notified in text form, as a framework agreement also for similar future contracts, without our having to refer to them again in each individual case.
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1.5 Legally relevant declarations and notifications of us with regard to the contract (e.g. set- ting of deadlines, reminders, withdrawal) shall be made in writing. Written form in the sense of these terms and conditions includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements and further evidence, in particular in case of doubts about the legitimacy of the declarant, shall remain unaffected.
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1.6 References to the applicability of statutory provisions shall only have the meaning of clarification. Therefore, even without such clarification, the statutory provisions shall ap- ply unless they are directly amended or expressly excluded in these terms and conditions.

2. Proof of your entrepreneurial status

Our business activities are directed exclusively at entrepreneurs within the meaning of section 14 BGB. We may therefore demand that you provide us with sufficient proof of your entrepreneurial status prior to conclusion of the contract, e.g. by stating your VAT ID number or other suitable proof. The information required for proof shall be given by you complete and truthful.

3. Contract Language

The exclusive language available for the conclusion of the contract shall be English. Translations of these general terms and conditions into other languages are for information only. In the event of contradictions between the English text and the translations, the English text shall prevail.

4. Proposal, Prising

4.1 Our proposals may be subject to change without prior notice. A proposal shall be deemed to be accepted by us only if we confirm acceptance in writing or if the goods have been delivered.
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4.2 The order of the goods by you shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this offer of contract within 14 days of its receipt by us.
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4.3 Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to you.
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4.4 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax.
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4.5 Our prices are in Euro.
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4.6 In the case of a sale by delivery to a place other than the place of performance, you shall bear the transport costs ex warehouse and the costs of any transport insurance re- quested by you.
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4.7 If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency pro- ceedings) that our claim to the purchase price is jeopardized by your inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

5. Dispatch, Passing of Risk

5.1 Unless otherwise agreed in writing, the dispatch shall be affected by us at your risk. We reserve the right to choose the route and means of transportation, unless otherwise agreed.
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5.2 Risk of damage to or loss of the goods shall pass to you upon delivery of the goods to you through the forwarding agent, the carrier or any other company appointed for the execution of the dispatch, however not later than upon leaving our site. This shall also apply if we perform the delivery directly. Any damages occurring during transportation shall immediately be brought to our attention by mentioning such damages on the delivery notes. The Customer shall cause the competent authorities to prepare an as- certainment of the facts immediately in order to assert claims for damages. Any trans- portation insurance policies will be set up only upon your specific request and on your expense.
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5.3 In case the goods are ready for delivery, but the dispatch is delayed for masons for which you are liable, the risk shall pass to you after a written notification.

6. Payment Conditions

6.1 The purchase price is due immediately after placing the order. If payment has not been affected before the maturity date, we are allowed to charge an interest rate of 8% per annum above the Basic Interest Rate as lump sum damage claim. The interest rate shall be reduced if you prove a lower damage. The day of the receipt of payment is the date when the invoice amount has been received respectively has been credited to our ac- count. The right to assert any further claims for damages according to the legal stipula- tions remain unaffected.
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6.2 The payment of the goods can be made via credit card, via bank transfer or via our payment provider.
Our bank details are:
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Deutsche Bank
IBAN: DE44360700240400679700
BIC: DEUTDEDBESS
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6.3 Cheques and bills of exchange offered shall be accepted by us only if explicitly agreed to and only as means on account of performance. All costs and expenses in connection with the cheques and the bills of exchange shall be borne by you. We shall not be obliged to present the cheques and the bills of exchange for acceptance in good time or to protest against a cheque or a bill of exchange.
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6.4 If we get to know circumstances which raise doubts about your creditworthiness, we shall be entitled to claim provision of security. If you do not provide security within a respite period set by us, we shall be entitled to rescind the contract. This shall also apply, if we have received cheques or bills of exchange.
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6.5 You may have the right to retention or set-off only with respect to those counter-claims which have not been contradicted by us or finally settled by court.

7. Retention of Title

7.1 The goods shall remain our property until full payment.

7.2 You are entitled to resell and reprocess the goods under retention of title as long as you are not in default. However, you may not pledge the reserved goods or assign them by way of security. In this case, you already transfer all claims resulting from this resale to us in the amount of the invoice value, regardless if this resale takes place before or after a possible processing of the goods delivered under retention of title. We accept this as- signment. Notwithstanding our authority to collect the claim ourselves, you remain enti- tled to collect the claim even after the transfer. In this context, we undertake not to collect the claim ourselves as long and if you are not in default in payments, no filing for insol- vency proceedings or other proceedings against your assets exists and if no cessation of payments is given. If the abovementioned securities exceed the claims to be secured by more than 10 %, we are obliged to release the securities on your request at our dis- cretion.
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7.3 Any treatment and processing of goods under retention of title shall be affected for us as the producer pursuant to Article 950 of the German Civil Code without any obligation on our part whatsoever. If our goods are processed or combined with other objects not being in our property so that they become an integral part of a whole, we shall acquire (co-) ownership to the new object according the invoice value of our goods in relation to the invoice values of the other objects processed or combined. You shall keep the new object in our ownership or co-ownership for a free of charge. Goods to which we are entitled to (co-)ownership shall also be deemed to be goods under retention of title within the mean- ing of these general terms and conditions.
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7.4 In case of an action of a third party with respect to the goods, in particular in case of seizure of goods, you shall point out our ownership to that person and notify us of such action immediately, so that we are able to enforce our ownership rights. To the extent that such third person is not capable of refunding our judicial and extra-judicial costs, you shall be liable for these costs.
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7.5 In case you breach the contract, especially by, but not limited to, delay of payment, we may retrieve all goods under retention of title. In this case you shall be obliged to return such goods without any further action. We shall also be entitled to claim the assignment of your claim for return against a third party. The retrieval of such goods under retention of title shall be considered as a rescinding from the contract only if we explicitly stipulate such rescinding.

8. Delivery Conditions

8.1 We deliver the goods pursuant to the agreements made. Arising shipping costs are listed in the product description and are billed separately.

8.2 Delivery dates and periods have not been agreed. We shall make our best efforts to comply with non-binding delivery dates and periods which may be subject to change and can be given only approximately (for example indicated as "app.", "about" etc.).
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8.3 It shall be permitted to effect deliveries prior to the expiration of the delivery period. If a delivery period is agreed, it shall begin with the date of the confirmation of the order, but not prior to a final agreement about all relevant issues of the transaction. The agreed delivery date or a delivery period shall be deemed to be complied with if we have dis- patched the goods e.g. have handed them over to the carrier in due time by indicating the requested date of arrival or, in the case of non-dispatch which is not caused inten- tionally or negligently, if the goods are ready for dispatch in the warehouse.
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8.4 In case of delay in delivery, you shall be obliged to set a reasonable time limit for the delivery. After expiration of such time limit without delivery you shall be entitled to rescind the contract, either in whole or in part. Claims for damages for non-performance shall be excluded. Sec. 9.4 sentence 2 and 3 shall apply mutatis mutandis.
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8.5 We shall be entitled to make partial deliveries and partial performances to a reasonable extent.
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8.6 Delay in delivery shall not be assumed as long as you are in default with the performance of any of your obligations towards us.
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8.7 We shall be entitled to claim damages and expenses which are caused by your default of acceptance or any other breach of your obligations to cooperate. In case of your de- fault of acceptance, we shall not be liable for accidental loss, destruction or deterioration of the goods.
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8.8 If, for reasons beyond our control, we do not receive deliveries from our suppliers, or receive deliveries incorrectly or delayed, or in any event of force majeure, we shall be entitled to delay the delivery for the period of such obstruction or, if a respite period set by us vis-à-vis our supplier has expired without success, to rescind the contract, either in whole or in part, with respect to the obligations not yet fulfilled. Force majeure shall be defined as, but not limited to, strike, lock-out, orders and actions from authorities, short- age of energy and raw material, shortage of transportation capacity, operative break- downs beyond our responsibility (e. g. fire, flood or destruction of machinery, or any other events which from any objective point of view have not been caused by our fault). If such delay cannot be reasonably accepted by you, you have the right to rescind the contract immediately in writing under the condition of our prior consultation.

9. Warranty in case of purchasing goods

9.1 If the goods delivered are defective, you are entitled, within the scope of statutory provi- sions, to demand supplementary performance in the form of removal of defects or delivery of a defect-free item. We are entitled to choose the form of supplementary per- formance. If the supplementary performance fails, you have the right to reduce the pur- chase price or to withdraw from the contract. Precondition for any warranty claim is that you fulfil all obligations to inspect and to reprimand owed pursuant to Sec. 377 HGB.
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9.2 Upon our request you shall return the defective goods to us. The shipping expenses arising from such return shall be paid by us if the complaint is justified and has been made in due time. Otherwise you shall be responsible for such expense.
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9.3 You shall discontinue any further treatment or processing or use of our goods, and we shall have the opportunity to remove and examine such defect the complaint was based upon.
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9.4 Except as set forth in the following (Sec. 9.5 and 9.6), any and all other of your claims - for any legal mason whatsoever - are excluded. We shall not be liable for any damages caused by processing of goods with obvious defects. We shall not be liable for any dam- age to other products, equipment or material than the delivered goods, either. We shall not be liable for lost profit or any other pecuniary loss of you.
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9.5 The above discharge from liability shall not apply if the damage results from an inten- tional breach of the contract or if we have guaranteed the quality of the goods.
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9.6 If the damage results from gross negligence or breach of an essential contractual obli- gation we shall be liable only for the foreseeable damage typical of the contract.
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9.7 The limitation period of warranty claims for the goods delivered is twelve months from receipt of the goods, except in cases of claims for damages.

10. Limitation of Liability

10.1 We are liable for intent and gross negligence. Further, we are liable for the negligent breach of obligations, whose fulfilment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance you as a customer may rely on regularly. In the last-mentioned case, we are only liable for the foreseeable, typical contractual damage. The same ap- plies to breaches of duty by our vicarious agents.
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10.2 The abovementioned exclusions of liability do not apply in case of damage of life, body and health.
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10.3 The liability pursuant to the product liability law remains unaffected.

11. Final Provisions

11.1 Amendments or supplements of these general terms and conditions require the written form to be binding.
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11.2 The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
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11.3 Venue of performance is Amsterdam. The courts of Cologne, Germany, shall have ex- clusive jurisdiction for dispute, in connection with this contract.
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11.4 If individual provisions of these general terms and conditions are ineffective, the terms and conditions as a whole remain unaffected. The contractual parties shall amicably de- cide to replace the ineffective provision by a legally effective provision, which comes closest to the commercial purpose of the ineffective one. The aforementioned provision shall accordingly apply in case of gaps.
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Amsterdam, May 12th 2023.