General Terms and Conditions of Noblekey GmbH
All business relations between Noblekey GmbH and the Buyer shall exclusively be subject to these General Terms and Conditions, unless agreed otherwise in writing. These General Terms and Conditions are part of the contract. Any deviating terms and conditions of the Buyer will not constitute part of the contract, unless they were confirmed in writing by Noblekey GmbH.
2. Conclusion of the contract
Offers, estimates, leaflets/brochures, the website and other advertising materials provided by our company as well as Customers´ orders via email, merely serve as an offer for concluding a purchase agreement. A contract shall not materialize until Noblekey GmbH has issued a written offer based on your individual wishes and has received your written confirmation and acceptance of this offer as placing of order.
Offers on our part and orders on your part can be made by email, post or fax.
By placing an order, the Customer confirms that he has read and understood the contents of the General Terms and Conditions (GTC; which can be read in the currently valid version on the website of Noblekey GmbH: www.noblekey.de) and accepts them for the commercial relation.
3. Right of Withdrawal and consequences of withdrawal for consumers
Provided that the Customer is acting as a consumer within the meaning of § 13 BGB (German Civil Code), he has the right to withdraw, within one month, his declaration to conclude a sales contract submitted by letters, catalogues, phone calls, faxes, emails, as well as radio and tele-services and media services in textual form (e.g. letter, fax, email) without stating any reasons or by returning the product.
The period starts on the day of receipt of the goods and this written instruction. To comply with the stated period of time, it is sufficient to dispatch the withdrawal or the goods in time. The withdrawal has to be addressed to:
Consequences of withdrawal:
If it is not possible for the goods to be returned as a whole and/or in their original condition, the Customer must reimburse Noblekey GmbH for any loss of value of the goods. This does not apply if the poor condition of the goods is the result of an inspection of the goods as it would have been possible before buying, for example, in a physical store.
The Customer may also avoid any obligation to compensate for loss of value caused by intended usage of the product by refraining from using the goods as if they were his property and avoiding any activity which would reduce the value of the goods. Goods that can be shipped as a parcel by regular mail are to be returned.
4. Right of Withdrawal and consequences of withdrawal for non-consumers
Clause 3 shall not apply if you acquire the goods for your own commercial or self-employed professional activity and you are, thus, not a consumer within the meaning of §13 BGB. This means that you are not entitled to right of withdrawal or right of return or exchange. If you nevertheless wish to return the goods, please proceed as follows:
A return of the goods is only possible if they are originally packaged, undamaged and unused. A return of the goods is excluded if the goods have already been used or damaged.
5. Prices and payments, securities
(1) Unless otherwise agreed in writing, our prices are quoted ex works and do not include the cost of packing and dispatch. In the case that additional services as well as insurances are requested by the Customer, the extra costs will be additionally invoiced.
As a rule, all prices are stated as net prices. The respective statutory value added tax is itemized separately.
(2) If a contractual service or partial service is being delivered, as agreed, later than four months after concluding the contract and the stipulated price was not explicitly stated as fixed price, the list prices applicable on the date of execution of the order shall be charged.
In the event that the Customer does not accept the respective list price, we shall have the right – with regard to the performance of outstanding (partial) services – to withdraw from the agreement, without prejudice to our otherwise continuing claim for performance.
(3) Should we be obliged to make advance deliveries, we are entitled to make our services contingent also after the conclusion of the contract on the fact that our Buyer provides the adequate security for the performance he is to carry out, even if the requirements set out in § 321 BGB are not available.
(4) After receipt of the order confirmation at Noblekey GmbH, the invoice is issued of the first partial payment in the amount of a third of the entire contractual value. This invoice will be as advance payment immediately due. The remaining two-thirds of the entire contractual value will be charged after completion and will be then immediately due for payment.
(5) If partial payments are agreed upon or the purchase price is deferred, the full debt balance becomes immediately due for payment when the Customer is behind, partially or fully, with one instalment by 14 days, stops making payments or if insolvency proceedings are initiated for his assets.
6. Delivery deadlines, dispatch and transfer of risks
(1) The delivery deadlines, times and dates of delivery stipulated by us are non-binding, unless they were explicitly and in written form stated as “binding”.
(2) At the earliest four weeks after the expiry of a delivery period or delivery date not stated as “binding”, the Customer may call upon us in writing to deliver within an appropriate period of time that must be at least 10 working days.
We may be deemed in delay after this period has expired.
(3) In the event of force majeure, delays in delivery by our suppliers, riot, strike, lockout as well as substantial operational disturbances beyond our control, the dates and deadlines, mentioned in paragraph 1 to 2, shall be extended or postponed in an appropriate manner, at least however by a period of time reflecting the duration of the circumstances being the cause of performance disturbances on our part. This also applies if these circumstances affect any of our suppliers or vicarious agents.
(4) If a delivery date or delivery deadline, explicitly indicated in writing as “binding” is exceeded, the default starts already at the moment of the binding date.
(5) As long as the Customer fails to comply with his obligations in accordance with the contractual relationship, he shall be unable to invoke the preceding rights. If he fulfills his contractual obligations with delay, the dates and deadlines will prolong or postpone by this delay.
(6) A delivery date or delivery deadline is considered to be met if the object to be delivered, in case of mail-order contracts, has been handed over to a forwarder before expiry of the delivery date or deadline or, in case of the Customer´s liability for collection, we have notified in written form our readiness for delivery or collection and if the Customer has received the goods.
(7) If the goods, which are to be delivered, are dispatched according to the request of the Customer, we are entitled, but not obliged without explicit instruction by the Customer, to insure the goods at the Customer's expense against transportation risks.
(8) Shipment starts from our warehouse /factory at the expense of the Buyer. If there is no written directive, we will arrange for the dispatch according to our best judgment, but without further liability for choosing the cheapest and fastest method.
(9) The risk will pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transportation or has left our warehouse/factory for dispatch.
7. Obligation to take delivery
(1) Our Customer shall be obliged to accept the goods to be supplied by us or the work performance to be fulfilled by us within seven days after receipt of the notification of readiness or completion. Acceptance cannot be refused due to minor defects.
(2) If a damage or loss arises to us from the Customer’s delay in accepting the delivery, we shall be authorized to charge a lump sum of 10 % of the agreed upon payment for the performance not accepted as compensation, unless the Customer establishes that actual damages are lower. The right to assert a claim for actual damage in a larger amount is reserved.
8. Reservation of proprietary rights
(1) The goods remain the property of Noblekey GmbH until they have been fully paid for.
(2) In the event of garnishments or other interventions by third parties, the Customer is obliged to inform these in writing without delay, so that we can file a suit in accordance with § 771 German Code of Civil Procedure (ZPO).
Should the third party not be in a position to refund the court and out-of-court costs of a suit in accordance with § 771 ZPO, the Customer shall be held liable for the loss that accrues to us.
(3) If the Customer is not a consumer within the meaning of §13 BGB, he shall be entitled to resell the purchase item in the orderly course of business; however he must immediately surrender all claims to us in the amount of the recognised balance (including value-added tax) of our claims that he has accrued from the resale to his purchaser or third party, and that is independent of whether the purchase has been resold with or without subsequent treatment. The Buyer remains authorized to collect this claim even after surrender. Our authority to collect the claim ourselves remains unaffected thereof. However, we undertake not to collect the amount owing as long as the Customer complies with his payment obligations deriving from the monies received, and does not default on payment and in particular as long as no application is lodged for the institution of insolvency or composition proceedings against him or as long as he has not suspended payments. However, in such cases, we shall be entitled to demand that the Customer notifies us of the assigned claims and the respective liable parties, provides us with all information necessary to collect the claim and submits to us all appropriate documents and notifies the liable parties (third parties) of the assignment.
9. Rights to the brand name and the design
(1) With the acquisition of a Noblekey®–key by an individual or commercial customer, as a basic principle, no rights to the brand name or to the design of the key arise therefrom to the Buyer. This applies in particular if the key in question has been designed and produced as individual contract manufacture according to the Customer's specific wishes and suggestions.
(2) The final key design remains the property of Noblekey GmbH also in such a case and may be used by Noblekey GmbH at will.
(3) As a principle, all rights to all Noblekey brands and all Noblekey designs remain with Noblekey GmbH.
(4) A reproduction of the Noblekey®–keys is not permitted.
10. Partial deliveries, make-and-hold orders
(1) In case that not all goods are in stock, we are authorised to carry out partial deliveries.
(2) Where the Customer has ordered goods, which are to be delivered in partial consignments stipulated by him according to the contract (make-and-hold orders), every part already called for is deemed to be an independent delivery according to the present Terms and Conditions.
(3) In the case of make-and-hold orders, the Customer is obliged to call for the entire goods at Noblekey GmbH within the agreed call period.
11. Defects in quality / rectification of defects / normal traces of usage
(1) As far as the nature of the goods is concerned, only our respective product description is deemed agreed upon with our Customers. This is to be taken from the written, detailed and individual offer by Noblekey GmbH to the Customer.
(2) In the event that the object of purchase shows any defects or does not fully or partly adhere to the product description of the offer and this was not agreed upon with the Customer, the latter becomes entitled to receive a cost-free repair or price reduction.
(3) If a satisfactory result is not reached in spite of one or more repair measure(s) or the goods continue to have unacceptable technical functional shortcomings, the Customer has the right to have the product replaced.
(4) The materials used in the field of jewelry decoration, e.g. precious metals such as silver, may show changes in colour in case of longer phases of non-use or storage under certain conditions. This is the normal usage and behavior of the materials and will not be classified as defect. The same applies to possibly slight differences in color of the precious woods or the other natural materials on exposure to light or in the course of time and does not represent a material defect, either.
(5) Even when used properly, the jewelry may show normal signs of usage. Especially at the polished surfaces, fine scratches may hardly be avoided and do not represent objectionable material defects. When selecting the respective materials, their sensitivity was expressly pointed out to the Customer and he accepted these.
(6) Especially the choice and the application of improper care products or cleaning agents by the Customer may affect the surface quality and does not represent an objectionable defect.
(7) In the interest of our Customers and as a gesture of goodwill, Noblekey GmbH may perform minor care and polishing work free-of-charge in order to freshen up the appearance of the product design. However, Noblekey GmbH is not obliged to do so as these do not represent quality defects.
(8) Provided that the Customer is not a consumer within the meaning of §13 BGB, his claims in relation to defects and shortages shall expire after 12 months. In the case of consumers within the meaning of §13 BGB, the legal statutory period of limitation shall prevail.
12. Warranty of service life
(1) We provide a warranty as to the durability of the goods, we deliver, of two years. The statutory defect claims of the Customer shall not be affected by this warranty.
13. The Customer´s obligation to notify defects
(1) Upon receipt, the Buyer is obliged to immediately examine the delivered goods and to make an immediate written complaint in case of obvious defects. Otherwise, the order shall be construed as having been duly performed and accepted.
(2) The Customer may rescind from the contract or claim damages instead of the completed performance only in case of a grossly negligent breach of obligation by us in addition to the other requirements and if retaining the performance is, after weighing the concerns of both parties, unacceptable to the Customer.
14. Liability regarding damages
(1) In case of negligent violation of insignificant contractual obligations by Noblekey GmbH, our vicarious agents or legal representatives, our liability is excluded (Liability Exclusion).
(2) In case of slightly negligent violation of contractual obligations, our liability is – according to the kind of good or service – in any case limited to the – for a prudent businessman – predictable and contract-typical, immediate average damage (Limitation of Liability). In this case, an obligation to compensate for no direct or not contract-related consequential damages is excluded. This also applies to the slightly negligent duty violations of our legal representatives and vicarious agents.
(3) Paragraph 1 and 2 shall apply in particular if tort liability claims or claims for compensation of futile efforts instead of performance are asserted against us.
(4) The above provisions do not apply if coverage is provided within the framework of insurance for property damages.
(5) Claims for damage of the previously described kind become time-barred after one year. This does not apply if we have acted in a fraudulent manner.
(6) These regulations shall not be applicable to product liability claims and claims due to injury of life, body or health of a person.
(1) We shall be entitled to rescind the contract until final payment of the purchase price if the Customer has given incorrect information with regard to facts concerning its creditworthiness, if it suspends payments or if there has been filed an application for the institution of insolvency proceedings against its assets, unless the client provides a security for the outstanding purchase price.
16. Protection of personal data
Noblekey GmbH will use your data exclusively for customer service and customer information purposes. Your data will only be communicated to a third person if this is necessary for the execution of the contract of sale, e.g. the dispatch or the completion of customs formalities.
If you do not wish to receive our offers in future, we would kindly ask you to inform us.
Should individual regulations of the present contract be or become invalid, the validity of the remaining regulations will remain unaffected. In place of the invalid regulation, a substitute regulation that will approximate the purpose of the invalid regulation as closely as possible is to be agreed upon.
In commercial business, the place of performance for all obligations from the contractual relationship is Berlin. The place of jurisdiction is Berlin, as well.
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