Terms and conditions

General

Abama Display GmbH (hereinafter referred to as “Abama”) offers and provides all services only on the basis of their general terms and conditions (GTC). These GTC apply exclusively to entrepreneurs in the sense of §14BGB. Special conditions apply for end consumers.

All agreements made between Abama and the customer for the purpose of achieving this agreement are set forth in writing in this agreement.

These GTC apply exclusively; conflicting or deviating terms and conditions of the customer are not recognised, unless Abama expressly agrees to them. The GTC also apply if Abama carries out the delivery to the customer unconditionally in the knowledge of contrary or deviating terms and conditions of the customer. The GTC also apply to future transactions with the customer, even if they have not been explicitly referred to again.

Offer

Ads, catalogues and webshop offers in the online shop are not yet a binding offer for the sale of goods by Abama. Offers can be submitted by e-mail, in writing, by telephone, by fax or via the online order form. Abama will confirm the order by fax or e-mail or by direct delivery of the goods. Only then does the purchase agreement come about. Abama is entitled to refuse the order at any time. This also applies if a product is suddenly not available despite timely disposition for reasons beyond Abama’s control.

As a rule, order processing and contact takes place by e-mail. The customer should guarantee that the e-mail address specified by it for the order processing is correct, so the emails sent by Abama can be received at this address. The customer must ensure that the e-mails sent by Abama are not undeliverable through the use of SPAM filters and that all e-mails sent by the seller or by third parties commissioned with the order processing can be delivered.

Place of fulfilment

The place of fulfilment for the mutual obligations is the Abama branch. If the buyer is a merchant according to §1 HGB, the place of business of Abama is the place of jurisdiction. Abama, may and is entitled to take action against the customer at its place of residence.

The risk of accidental loss of the goods passes to the buyer upon transfer to the carrier.

The law of the Federal Republic of Germany applies; the validity of the UN sales law is excluded.

Delivery

GSpecified delivery dates are, unless otherwise stated, without obligation.

Observation and fulfilment of the delivery obligations presupposes the timely and proper fulfilment of the obligations of the customer. A plea on the basis of an unfulfilled contract remains reserved for Abama.

Abama is entitled to demand compensation for the resulting damage, including any additional expenses, if the customer is in default of acceptance or culpably violates obligations to cooperate. Further claims are reserved.

If the customer is in default of acceptance or in debt, the risk of accidental loss or accidental deterioration of the goods passes at the time to the customer if the conditions are met. Abama may deliver in partial deliveries as far as reasonable for the customer. These independent services can be invoiced independently.

Prices and terms of payment

Prices quoted are net prices plus VAT and apply “ex works”. Packaging requests are invoiced separately and are to be borne by the customer. Within 30 days of the invoice date, the purchase price (without deduction) is due for payment. When paying in advance, Abama grants a 2 % discount.

For webshop orders, orders from new customers and orders from abroad, the customer is obliged to pay in advance. In this case, Abama undertakes to deliver the goods within 14 days after receipt of payment, unless otherwise agreed.

If the customer defaults on due invoices or does not pay during a granted payment term or if the financial circumstances of the customer worsen after conclusion of the agreement or if Abama receives unfavourable information about the customer after the conclusion of the agreement which calls into question the solvency or creditworthiness of the customer, Abama is entitled to provide further services only against prepayment. This applies in particular if an application for the opening of insolvency proceedings is made.

In the event of recognition by Abama, the customer is only entitled to set-off rights if these claims have been legally established and are uncontested by Abama. Furthermore, the customer is only authorised to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

Without further notice from Abama, the customer will be in default 14 days after the due date of payment. In the event of defects, the customer is not entitled to a right of retention unless this is proportionate to the defects and the probable costs of the supplementary performance.

Shipping costs can be found in the webshop and are, unless otherwise stated, to be borne by the customer. For orders outside the European Union, the customer must also bear any additional public costs such as customs duties, import/export duties, etc.

The euro is defined as the currency of the purchase price. All prices are in euro. A change in the currency parity in the order has no influence on the purchase price owed. The customer thus bears the currency risk. If payment is made by credit card, the credit card will be charged upon completion of the order.

Retention of title

Until full payment of all claims on the part of Abama against the customer from the business relationship, the goods remain the property of Abama.

If the goods are resold, the customer hereby assigns its claim from the resale against its customer with all ancillary rights to Abama as a precaution, without the need for further separate declarations. However, the assignment shall only apply to the amount corresponding to the price of the goods invoiced by Abama. The claim share assigned to Abama is to be given priority.

Liability for defects

If the customer is a merchant according to § 1 HGB, claims for defects of the customer presuppose that it has duly fulfilled its duties of inspection and complaint pursuant to § 377 HGB. Defects found must be reported immediately in writing.

If the customer is not a merchant according to § 1 HGB, it is obligated to notify Abama in writing within two months after the time it has discovered a defect. This regulation does not constitute an exclusion period for warranty rights of the customer.

In the case of shipping at the risk of Abama, the customer is obliged to report obvious transport damage to the carrier immediately upon acceptance of the shipment. It should be noted that the customer has to retain original packaging in the event of damage in transit and must document any packaging defects, provided this does not represent an unreasonable expense. Insofar as Abama cannot assert compensation claims against the carrier due to a breach of these obligations, the customer is obliged to pay damages in the event of culpable breach of these obligations.

The period of limitation in the event of a delivery recourse remains five years, calculated from the delivery of the defective goods, pursuant to to §§ 478, 479 BGB.

Abama is liable for intent and gross negligence of a representative or vicarious agent in accordance with the statutory provisions. Abama is also liable only under the Product Liability Act, for injury to life, limb, health or culpable breach of essential contractual obligations.

Damage due to gross negligence as well as breach of essential contractual obligations that has not been committed intentionally, is limited to the contractually typical, foreseeable damage, if no injury to life, body, health is given.

If performance is delayed, the liability on the part of Abama for damages in addition to the performance is limited to 10 % of the value of the order and limited to 50 % of the value of the order for damages in lieu of performance.

In case of liability due to impossibility of performance, the claim of the customer for damages in addition to or instead of the performance and for replacement of futile expenses is limited to 50 % of the part of the delivery which cannot be used because of the impossibility. Damages to other legal interests of the customer are completely excluded if they are not based on intent or gross negligence or injury to life, limb or health.

Warranty rights

If the deviations are insignificant or if the impairment of usability is insignificant, there is no claim for defects. Abama is entitled to remedy the defect or to deliver a new item. In the case of remedy of defects, Abama is obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the goods were moved to a place other than the place of performance.

If the supplementary performance fails definitively or if this is not reasonable for the customer, then the customer is entitled to demand rescission or reduction according to the legal requirements. The first delivered defective goods must be returned within 30 days to the seller at its expense after the supplementary performance of replacement. The return of the defective goods must be made in accordance with statutory provisions.

Supplementary performance may be denied by Abama if it involves disproportionate costs. In particular, the value of the item in defect-free condition, the significance of the defect and the question of whether a different type of supplementary performance causes the buyer significant disadvantage must be considered.

Claims for defects are excluded for:

Custom-made productions based on the design specifications of the customer.

Damage due to normal wear or mishandling.

Deviations in dimensions and shape that are customary in the sector or technologically specified, as well as unrecoverable material-related colour deviations, and non-exact matching of colours for several articles of the same type. Warranty claims for delivery purchases are only accepted in writing by Abama.

Limitation periods

The limitation period for claims for damages due to defects, for whatever legal reason, is one year, insofar as a new object is the object of delivery. The limitation periods also apply to other claims for damages against Abama, irrespective of their legal basis. They also apply insofar as the claims are not related to a defect.

The above-mentioned limitation periods are replaced by the statutory limitation periods when:

Limitation rules do not apply in the case of intent.

Limitation rules do not apply if Abama deliberately concealed a defect.

Limitation periods apply to claims for damages and not to cases of injury to life, limb, health or freedom, claims under the Product Liability Act, gross negligence or culpable breach of essential contractual obligations.

Copyright/competition and trademark rights

If the customer makes templates or design elements such as texts, photographs, datasets and graphics available for product design, or makes corresponding specifications in product design, the customer affirms that there are no copyright, trademark or other rights of third parties applicable or the required approvals have been obtained.

Abama is not liable to the customer for the infringement of third party rights in this regard.

Abama is indemnified of all claims of third parties that arise for Abama due to customer behaviour.

The customer is liable for such claims.

These Terms and conditions are translated from German into English. As we are a German company

we like to state that the German law is binding.

Our data and privacy declaration you will find on our website: www.abama.com.

Abama Display GmbH | May 2018