General Terms and Conditions
Sompex delivers and performs exclusively based on the following general terms and conditions (hereinafter “GTC”). These GTC shall only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of these terms and conditions if and insofar as Sompex has expressly agreed to their validity. Individual agreements made with the customer in individual cases shall in any case take precedence over these GTC. Our written confirmation shall be authoritative for the content of such agreements.
I. Offer, order and payment modalities
- our offers are non-binding and subject to change.
- In the event of a shortfall in the minimum unit quantity (sales unit) specified in the price list published by Sompex, a surcharge of 10% on the agreed purchase price shall be invoiced. Our current prices at the time of the conclusion of the contract shall apply.
- The minimum order value is 500.00 Euro net value of goods. In the case of an order size of less than 500.00 Euro net value of goods, a minimum quantity surcharge of 5.00 Euro shall be invoiced. For new customers, the minimum initial order value is 1,000.00 Euro net goods value.
- Changes to or cancellations of orders must be made in writing.
- Our invoices are payable – irrespective of the receipt of the goods and without prejudice to the right of notification of defects – within 8 days of the invoice date with a 3% discount or within 30 days net without deduction.
- In the event of existing open items or in the event of negative credit information, Sompex shall be entitled to demand payment in advance from the customer within a reasonable period, irrespective of the payment conditions agreed in the purchase contract. If the customer does not make this payment within the specified period, Sompex shall be entitled to withdraw from the contract. In this case, 5 per cent of the net value of the goods, but at least 5.00 euros, shall be charged for the increased administrative expense.
II. Shipping modalities
- Deliveries shall be made carriage forward ex warehouse Düsseldorf, irrespective of whether freight costs are invoiced by us or by the carrier. The packaging costs shall be invoiced at cost price. For an order value of 750.00 Euro net value of goods and above, delivery within Germany shall be free of charge. A flat rate of 1.8% breakage insurance will be charged.
- In the case of residual items and special prices which deviate from our catalogue prices, delivery shall generally be made carriage forward ex warehouse Düsseldorf.
- For direct deliveries to the customer’s end customer, an additional charge of 7.50 Euro per delivery shall be made. If the customer’s end customer cannot be met by the carrier in the case of a freight delivery and a second journey must be made, this second journey will be charged with a further 15.00 euros.
- Goods ordered for collection by the customer must be collected from the Düsseldorf warehouse within 5 working days. After expiry of this period the order will be cancelled. For the return of the goods to the logistics centre and the general administrative expenses, an amount of 5 % of the net value of the goods, but at least 5.00 euros, will be charged.
III. Notification of defects and returns
- The quality and workmanship of the delivered goods must be carefully checked by the customer. Defects must be reported in writing and within 8 days of receipt of the goods. Notices of defects received later cannot be considered. In the event of a hidden defect, the statutory provisions on notices of defects shall apply.
- Returns of goods will only be accepted if we have given our written consent and the original packaging of the goods is undamaged and free of stickers, labels or similar. If returns are not notified, we are entitled to refuse acceptance and to return the goods to the customer at the customer’s expense.
IV. Scope of delivery and retention of title
- Illuminants, batteries and comparable consumables are not included in the scope of delivery. If they are nevertheless included in the delivery, they are not subject to the warranty.
- The delivered goods are supplied subject to retention of title and remain our property until full payment of all claims arising from the business relationship.
V. Product applications
- Sompex plans specific and time-limited promotions that can be used by each customer and, if necessary, also provides corresponding promotional material. To ensure that the customer’s product presentation reflects the brand image of our products, any additional material promoting our products (whether offline/online/print) must be agreed with us in advance and submitted for approval. In the event of resale of our goods via the Internet, the customer shall submit to us in advance for review and approval its website through which it advertises, offers, or sells our goods. This shall also apply to changes to materials approved by us which go beyond the correction of typographical errors or similar.
- Unless otherwise agreed in individual cases, the customer is therefore also not permitted to advertise our goods via the Internet, in particular by means of advertising banners or mass e-mails, without corresponding agreement and approval.
- A large part of the products presented in our catalogues are protected by trademarks, registered designs, utility models or patents. The catalogue design as well as the design of the photos, packaging and operating instructions for the individual products are our intellectual property and may only be used for sales purposes for a limited period for the duration of the business relationship after written approval. Any infringement of intellectual property rights or use of text and layout design without our approval will be prosecuted in court.
- All products in our range are subject to strict quality control and meet the generally applicable quality standard. The illustrations and information contained in our catalogues are for illustrative purposes only and are not binding in terms of colour, shape, design and technical data.
VI. Use of image and video files
- Insofar as we provide the customer for our products with image and video files for the purpose of product promotion, the customer shall receive the unlimited and non-exclusive, non-sublicensable right to use the respective files for the promotion of Sompex products or in connection with Sompex online (e.g., on the website) and off-line (e.g., for flyers and brochures) upon transfer of these files. We reserve the right to revoke the right of use granted if the customer violates the provisions in clause 20. After revocation of the right of use, the data made available must be completely deleted within one week.
- The customer is prohibited from (i) altering and/or modifying the image and video files provided or having them altered by third parties, (ii) using the image and video files provided in any context other than in connection with our company or our products. We reserve the right to demand corresponding proof from the customer at any time.
VII. Requirements for distribution partners
- Customers whom we supply are obliged to comply with the minimum criteria for sales partners which can be called up here and to notify us immediately if (1) they no longer meet the criteria or (2) they would generally also like to market the products supplied via online sales channels (in this respect, a lead time of four weeks must be observed in order to enable verification of compliance with the online sales criteria). About our criteria, significant changes in the business model or distribution must be communicated by the contractual partner at least four weeks in advance.
- Customers we supply may only supply the goods supplied to end consumers and other sales partners or retailers approved by us. Resale to non-approved resellers is not permitted.
- We reserve the right to review compliance with these terms and conditions at any time.
- The final decision as to whether and with which products a sales partner is supplied lies solely with Sompex and may be influenced by any licensor for certain individual branded products distributed by Sompex.
- Each customer GTC’s can be adjusted annually based on its overall performance from Sompex’s perspective. If the customer has not made any sales for one year, the customer is considered a new customer.
VIII. Place of performance, applicable law and place of jurisdiction
- The place of performance for deliveries is Düsseldorf. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Düsseldorf.
- Should any of the individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
Our GTC apply in their currently valid version.
With the publication of these GTC, all previous GTC are no longer valid.
Only the German version of the GTC shall apply.
The English translation is merely an additional service and is provided for your information.