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General remarks The present delivery and payment terms are exclusive. Any different agreements shall be valid only if provided in writing. Any business terms of the client contrary to stipulations shall not be valid even if not expressly contested. Any order placed to -holly-Produkte Vertriebs- und Lizenz GmbH shall be, as regards its contents and scope, considered legally binding for -holly-Produkte Vertriebs- und Lizenz GmbH only after a written confirmation thereof. In case of force majeur or other unpredictable events due to which a delivery by -holly- Produkte Vertriebs- und Lizenz GmbH, or its subcontractors, is considerably impeded or even made impossible, the right of withdrawal from the contract may be exercised. However, the client shall not be entitled to any claims for damages whatsoever. In case of a considerable increase in costs, due to the above events, -holly-Produkte Vertriebs- und Lizenz GmbH may increase its prices and, should the client refuse such price increase, -holly-Produkte Vertriebs- und Lizenz GmbH may withdraw from the contract.
Delivery Time of delivery specified herein is not binding. If time of delivery is expressly agreed, in case of any unpredictable events, it shall be extended as appropriate. In any case, the client shall be entitled to withdrawal from the contract within three months after the expiry of the time of delivery. Client shall not be entitled to any claims for damages due to delay of delivery. In case of dispatch by -holly- Produkte Vertriebs- und Lizenz GmbH, the choice of transportation means and of transportation route, with the exclusion of any liability with respect thereto, is entrusted to -holly- Produkte Vertriebs- und Lizenz GmbH. Partial deliveries shall not be allowed and shall be paid as separate deliveries.
Payment Terms of payment shall be agreed separately. Unless otherwise stipulated, a thirty days' net payment term shall apply. If the contract price is inclusive of customs duty, freight, insurance premium, or other additional costs, the client shall bear any increase in such costs caused by modifications in tariffs or rates as applicable after the date of signing of the contract. If the price to be paid to -holly- Produkte Vertriebs- und Lizenz GmbH is agreed in a currency other than EURO, in case of an official change in the exchange rate for EURO, -holly- Produkte Vertriebs- und Lizenz GmbH can decide, on conclusion of the contract, and by its own choice, either to demand from the client to carry out any adjustments as appropriate, or to withdraw from the contract, without any liabilities as regards any compensations to the client. In case of a delay of payment on part of the client, an interest will be charged, without any prior reminders with respect thereto, in the amount of 2% above the discount rate of the respective central bank as applicable on the date of maturity. In case of any violations of the payment obligations on part of the client, and in case of events or circumstances causing a decrease in creditworthiness on part of the client, -holly- Produkte Vertriebs- und Lizenz GmbH shall be entitled to make any remaining deliveries only in case of an advanced payment or a security provided for such delivery. In the above case, the company -holly- Produkte Vertriebs- und Lizenz GmbH shall provide a notification delivered by registered letter within a stipulated term. After the expiry of the above term and in case of non-fulfilment on part of the client, -holly- Produkte Vertriebs- und Lizenz GmbH shall be entitled to withdrawal from the contract or claim for damages for non-fulfilment. The client shall not be entitled to any withholding of payment due to any counterclaims not acknowledged by -holly- Produkte Vertriebs- und Lizenz GmbH, and no set-off of any such counterclaims shall be allowed. Holly Produkte Vertriebs-
& Lizenz GmbH
Reservation of proprietary rights The Company -holly- Produkte Vertriebs- und Lizenz GmbH shall reserve the proprietary rights of the sold goods until the full payment of all claims, including any additional costs, as a result of the business relationship. Based on its right to reservation of proprietary rights, -holly- Produkte Vertriebs- und Lizenz GmbH may exercise its right to a claim for surrender in case of a payment default without setting a term, or it may submit a statement on its withdrawal from the contract. The client has the right to work, process, and resale goods delivered by holly- Produkte Vertriebs- und Lizenz GmbH, within the scope of regular business conduct, on condition that any claims resulting from such work, process and resale are at the same time assigned, at the appropriate value, to the Company holly- Produkte Vertriebs- und Lizenz GmbH which hereby accepts any such assignment. The client is authorised to collect debts for holly- Produkte Vertriebs- und Lizenz GmbH for as long as it is fulfilling its contractual obligations of payment. The right to resale shall not apply in case of cessation of payment on part of the client. As regards goods to which the right to reservation of proprietary right shall apply, the client shall not have them on pledge or safeguarded by a third party, nor shall they be encumbered with the rights of a third party. For factoring, it is necessary to obtain an express approval of holly- Produkte Vertriebs- und Lizenz GmbH.
Warranty The client shall inspect any delivered goods immediately upon reception, and in case of any defects the client shall provide -holly- Produkte Vertriebs- und Lizenz GmbH with a notification in writing within 8 days. Upon the expiry of the above term, the warranty for any visible defects shall cease. In case of an inspection in presence of a representative of -holly- Produkte Vertriebs- und Lizenz GmbH, goods shall be considered accepted if there were no claims with respect thereto during the inspection. In case of any defective goods for which a timely claim has been made, -holly- Produkte Vertriebs- und Lizenz GmbH shall ensure a compensation delivery or a refund of decrease in value. Any rights to cancellation of sale contract or claims for damages, in particular as regards any consequential damage, shall be excluded. Warranty for delivered goods shall only apply to defects for which it can be proved that they are due to faulty materials or poor workmanship. Warranty shall not apply to any defects occurred during transportation, inadequate handling, modifications to delivered articles or normal wear and tear.
Place of execution, Jurisdiction For all contracts, German law shall apply. Place of payment and exclusive competent court is the place of the registered office of -holly- Produkte Vertriebs- und Lizenz GmbH. Legal nullity of an individual provision shall not cause nullity of other provisions.
NOTE Court decision of 12 May 1998: By its decision of 12 May 1998, the District Court of Hamburg (Germany) decided that release of a link might result in co-liability for the contents of the linked sites. According to the above District Court, this can only be prevented by the express dissociating from such contents. Therefore, -holly- Produkte Vertriebs- und Lizenz GmbH hereby expressly states that for all of the website links available with -holly- Produkte Vertriebs- und Lizenz GmbH, it shall apply as follows:
The Company -holly- Produkte Vertriebs- und Lizenz GmbH has no influence, whatsoever, on the design and contents of sites linked by -holly- Produkte Vertriebs- und Lizenz GmbH. Therefore, -holly- Produkte Vertriebs- und Lizenz GmbH hereby expressly dissociates itself from all of the contents of all the sites linked with -holly- Produkte Vertriebs- und Lizenz GmbH. The above statement shall apply to all the links and banners available with -holly- Produkte Vertriebs- und Lizenz GmbH and to all the contents available through the above links and banners.
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