General Terms and Conditions (GTC)
VITA LIFE HandelsgmbH, Trading & Support Center Europe, Gewerbepark 1, A-9220 Velden-Lind (hereinafter VITA-LIFE; for all countries of continental EU + UK)
1. Scope of application:
These General Terms and Conditions (GTC) shall apply to the entire business relationihip between VITA-LIFE and its customers, and to all types of distribution. Other provisions shall be binding only in the event VITA-LIFE has acknowledged them in advance. Oral agreements containing an additional obligation for VITA-LIFE shall be binding only if confirmed in writing by VITA-LIFE.
2. Conclusion and cancellation of contract:
VITA-LIFE accepts purchase orders of customers on the below terms and conditions. Purchase orders of the customer shall be binding offers of purchase; irrespective of whether they have been made in writing, by telephone or online. Conclusion of contract shall be made by the explicit or conclusive acceptance of the offer to buy submitted by the customer. Information contained in catalogues, price lists, leaflets, websites etc. about products of VITA-LIFE shall not be deemed firm offers by VITA-LIFE, but invitations to submit offers to buy. Unless a supplier of VITA-LIFE meets his delivery obligations towards VITA-LIFE, VITA-LIFE shall be entitled to cancel the contract with respect to the respective customer. In such event, VITA-LIFE shall inform the customer of the impossibility to deliver. If already paid, the purchase price shall be immediately refunded to the customer in such case; any further claims by the customer towards VITA-LIFE shall be expressly excluded. Information concerning the right of withdrawal is handed out in a specific document.
Delivery shall be ex-warehouse to the delivery address indicated by the customer. Delivery dates given generally shall not be binding unless the indicated delivery date has been said to be binding in particular cases. Partial deliveries shall be admissible. Delivery dates agreed shall be subject to any unforeseen obstacles beyond the influence of VITA-LIFE; in particular, in cases of force majeure, disturbances of operation, lack of material, strikes etc. If such events have a major effect on fulfilling the purchase agreement in due time, the delivery dates shall be extended adequately. In any event, claims for damages or cancellation of contract on the ground of delayed delivery shall be excluded, unless VITA-LIFE has acted with gross negligence or intent.
4. Special features of direct debiting payments:
The delivery address, the building address and the invoice address shall be identical and shall be located in Germany, Austria or Switzerland. If payments are effected by direct debiting, VITA-LIFE shall review and evaluate the data given by the ordering party and shall, if justified, shall exchange data with other companies of the VITA-LIFE group of companies and credit reporting agencies. The result of the review shall have an influence only on the mode of payment, not on the delivery as such.
5. Due date and payment, delayed payment:
The purchase price shall become due upon acceptance of the customer’s purchase order. The customer generally shall be obligated to make an advance payment and may settle the purchase price by credit card or direct debiting. Payment shall be considered effected at the date at which VITA-LIFE can dispose of the payment. If the customer has delayed payment, VITA-LIFE shall be entitled to charge interest on arrears amounting to 5 % annually above the base lending rate. If higher damage arises to VITA-LIFE due to delayed payment, VITA-LIFE shall be entitled to assert such damage. In the event of delayed payment, the customer undertakes to reimburse the reminder and collection charges incurred by VITA-LIFE to the extent required for asserting the respective legal rights.
6. Transfer of risk, delayed acceptance:
Goods shall always be shipped at the expense of the customer. In the absence of specific shipping instructions of the customer, VITA-LIFE shall ship the goods in the best way as it deems appropriate. If VITA-LIFE dispatches the goods to the customer, the risk of loss of or damage to the goods shall pass to the customer when he or a third party indicated by the customer and other than the carrier has acquired the physical possession of the goods. However, the risk shall pass to the customer upon delivery to the carrier if the carrier was commissioned by the customer to carry the goods and that choice was not offered by VITA-LIFE Unless the customer takes over the goods as agreed, VITA-LIFE shall be entitled to withdraw from the contract after having granted an adequate period of grace of at least 14 days. VITA-LIFE shall furthermore be entitled to insist on performance of the contract, while in such case the customer shall be obligated to bear the costs of again delivering the goods in the customary amount.
7. Setting off, retention, assignment of claim:
The customer shall have the right of offsetting only if his counterclaims have been legally ascertained or acknowledged by VITA-LIFE. The customer shall be authorized to exercise the right of retention only to the extent as his counter-claim is based on the same contract. If goods are delivered under retention of title, the customer already now assigns to us his claims towards third parties, if such claims arise by selling the goods, up to the final payment of the claims. Claims against VITA-LIFE shall not be assigned to third parties.
8. Retention of title:
Notwithstanding previous transfer of risk, the delivered goods remain in the ownership of VITA-LIFE until all liabilities of the customer under the purchase contract have been met in full. As long as the goods remain in the ownership of VITA-LIFE, the customer shall not be entitled to place a lien on the delivered goods to third parties or assign them as security. The customer shall bear the full risk for products delivered with retention of title, in particular for destruction, loss, or deterioration. If the property of VITA-LIFE is jeopardized by third parties, the customer shall immediately notify VITA-LIFE.
The customer shall inspect the delivered goods immediately after their receipt. Complaints of incomplete delivery or defects discovered shall me made in writing immediately after receipt of the individual deliveries, otherwise the delivery shall be deemed accepted without reservations and relevant claims of warranty and damages shall be waived. The type and scope of defects shall be described in a manner that allows VITA-LIFE to clearly identify the reason for the complaint. Insignificant defects shall not entitle the customer to reject the delivered goods. The customer undertakes to temporarily store the rejected goods. Moreover, VITA-LIFE shall be liable for defective deliveries by exclusion of any further claims as follows: All parts shall be repaired or re-delivered free-of-charge, as VITA-LIFE chooses, which within twenty-four months as of the delivery date become unusable and/or whose usability has been substantially impaired demonstrably due to circumstances occurring before transfer of risk, in particular such of faulty design, poor quality of materials or defective workmanship. Natural wear and tear, improper handling, excessive use, negligence and changes made without approval by VITA-LIFE shall exclude any liability. Warranty claims shall be accepted only if reported in writing to VITA-LIFE without delay after defects have been identified. Such parts shall be sent to VITA-LIFE with freight prepaid. If replacement goods are delivered or a credit note is granted, the title to the replaced unit shall pass to VITA-LIFE. Any further compensation of damage shall be expressly excluded – except for cases of gross negligence or intent. In particular, VITA-LIFE shall not be liable for consequential damage from defects and/or damage not occurring at the object of delivery as such. To the extent that the liability of VITA-LIFE is excluded or restricted, this shall apply equally to the personal liability of employees, agents or sub-contractors.
10. Data protection:
The customer has been instructed in detail about the type, scope, place and purpose of collecting, processing and utilisation of personal data required for executing purchase orders, logging in to e-mail notification services and transmission by the VITA-LIFE group of companies. The customer expressly agrees to the collection, processing and utilisation of personal data. VITA-LIFE shall be entitled to save the IP addresses of customers to give proof of online orders. The customer undertakes to inform VITA-LIFE of changes of the residential and/or business address as long as the legal transaction has not been performed fully by both parties. Unless such information is given, statements shall be considered received if sent to the address last announced.
11. Topicality of terms and conditions:
All above statements shall be valid as of the purchase order date. No legal obligation shall arise to VITA-LIFE for previous versions of the General Terms and Conditions (such as contained in the cache of your computer).
12. General provisions, place of performance, legal venue:
The legal invalidity of parts of these General Terms and Conditions shall not affect the validity of the remaining provisions. The law of the country in which the purchase order has been received shall be exclusively applicable. The competences of the Trading & Support Center are described at the beginning of the GTC. Applicability of the UN Convention on Contracts for the International Sale of Goods shall be expressly excluded. The contract language shall be German. The place of performance for delivery and payment shall solely be the seat of the above-mentioned Trading & Support Center in charge. If the matter is not a consumer transaction, the competent court at the registered office of VITA-LIFE shall have exclusive jurisdiction for deciding all disputes resulting from the business relationship.
Assignment of any and all warranty and guarantee claims arising from this Contract shall be expressly excluded.