Terms & Conditions
Hüseyin Kurtoglu Wolfsohn
The English version below is the legally binding text pursuant to Article 15.6. A German version and other-language translations are provided for information.
1.1 This agreement governs the wholesale delivery of goods by the Seller to commercial customers.
1.2 Only deviations agreed in writing and confirmed by both parties may amend this agreement. All buyer terms are expressly rejected unless confirmed in writing by the Seller.
2.1 Orders must be submitted exclusively in writing by e-mail to the official, registered e-mail addresses of the parties, or to other addresses communicated in writing by either party.
2.2 The written order must contain complete and accurate information: full company name of the buyer, VAT ID, trade register number, contact person and phone number, product identifiers (EAN/ASIN codes), delivery address and all other relevant details.
2.3 Orders not meeting these requirements are deemed invalid until corrected and confirmed in writing.
2.4 The Seller confirms acceptance of an order within two (2) business days. Upon confirmation, the buyer is considered bound.
2.5 Goods are released only after receipt and confirmation of full payment.
2.6 Orders must be paid in full to the Seller's bank account immediately after confirmation and proforma invoice.
2.7 The delivery address provided by the buyer is deemed correct. The Seller sells Ex Works (EXW, Incoterms® 2020). The Seller's liability ends upon handover to the carrier.
2.8 The Seller is not liable for delays or delivery failures due to carrier issues or address changes.
2.9 Transport damages are not the Seller's responsibility.
2.10 Delivery dates are non-binding. No liability for force majeure or supply chain disruptions.
2.11 If the buyer fails to accept goods made available, the Seller may withdraw; payments made will be refunded.
3.1 Prices in Euro (or USD if agreed), including standard packaging. VAT excluded for non-EU companies with valid VAT ID; statutory VAT applies to German companies. If no order is placed within five (5) business days of quotation, or payment is not received within three (3) business days of confirmation, the Seller may adjust the price or withdraw the offer.
3.2 Payment in full to the Seller's bank account immediately after order confirmation and invoicing. Goods are released only after payment is received.
3.3 If payment is not received within three (3) business days, the Seller may cancel the order without liability.
3.4 Set-off or withholding of payment without written consent is not permitted. Prices exclude extra packaging, environmental levies, delivery, transport, insurance, VAT, bank charges and exchange losses.
3.5 In case of late payment, the Seller is entitled to charge interest at eight (8) percentage points above the ECB base rate (EU Directive 2011/7/EU, § 288 BGB). The right to claim further damages remains unaffected.
3.6 Bank details: Sparkasse Dieburg, IBAN: DE13 5085 2651 0167 1041 99, BIC: HELADEF1DIE. Changes will be communicated in writing. The buyer verifies bank details before every transfer.
3A.1 All delivered goods remain the property of the Seller until all claims have been paid in full and unconditionally.
3A.2 The buyer is not entitled to pledge or transfer reserved goods without written consent.
3A.3 In case of insolvency, the Seller is entitled to demand immediate return of all reserved goods.
3A.4 Seizures or impairments by third parties must be reported in writing immediately.
3A.5 If reserved goods are resold, the buyer hereby assigns all resulting claims up to the invoice value to the Seller as security.
4.1 Commercial Nature and Duty to Inspect
This agreement is concluded exclusively between businesses (B2B). The buyer is obliged to inspect goods immediately upon receipt. Defects, transport damages or quantity discrepancies must be reported in writing with appropriate evidence within five (5) calendar days of delivery. Hidden defects must be reported immediately, no later than five (5) calendar days after delivery. No warranty period beyond the inspection period.
4.2 Scope of Seller's Liability
The Seller is liable only for manufacturing defects demonstrably present at the time of delivery. For third-party goods, liability is limited to proper packaging and dispatch. The Seller does not assume a manufacturer's role and grants no independent manufacturer's warranty.
4.3 Export and Regulatory Responsibility
The buyer bears full responsibility for compliance with all laws in the country of import, resale or use. The Seller is not liable for non-compliance in the destination country.
4.4 No Returns after Resale
The Seller does not accept returns or claims arising after resale. The buyer bears full responsibility for returns from their customers.
4.5 Exclusive Remedy and Limitation of Liability
In case of a valid defect: replacement delivery or refund of the invoice value at the Seller's discretion. Total liability shall not exceed the invoice value. No liability for consequential or punitive damages.
4.6 Indemnification
The buyer shall indemnify the Seller against all claims arising from resale, export, certification or consumer claims.
4.7 Customs and Import Responsibility
EXW delivery (Incoterms® 2020). Risk passes to the buyer upon making goods available. The buyer is the sole importer. All duties, taxes and fees are exclusively borne by the buyer. No guarantee of conformity outside the EU.
5.1 Returns only with prior written consent and in accordance with Article 4.
5.2 Only unopened, unused original goods may be returned.
5.3 Risk and costs are borne by the buyer unless the Seller has confirmed a defect.
5.4 The Seller reserves the right to inspect before deciding on a refund.
6.1 The Seller is exclusively a wholesaler and assumes no responsibility for resale activities.
6.2 No liability for claims arising after resale, including consumer returns, marketplace returns or chargebacks.
6.3 No responsibility for listings or sales on platforms (Amazon, eBay, Kaufland, Otto, etc.).
6.4 No exclusive distribution rights, no territorial protection, no brand authorisation.
6.5 Full commercial and legal responsibility rests with the buyer; the Seller is indemnified.
7.1 The Seller warrants compliance with all applicable German and EU regulations at the time of delivery, including Regulation (EU) 2023/988 (GPSR) where applicable.
7.2 The buyer is responsible for compliance with all laws regarding storage, marketing and resale.
7.3 No resale in violation of EU or international sanctions or export control laws.
7.4 Where applicable, the buyer must comply with obligations under the WEEE Directive (2012/19/EU), the Battery Regulation (EU 2023/1542) and applicable EPR systems in the resale country.
8.1 All information of the Seller (prices, specifications, terms and conditions, intellectual property) must be treated as strictly confidential.
8.2 Confidentiality obligations survive termination of the agreement.
8.3 Confidential information to be used solely for the purposes of the agreement.
8.4 In case of breach, the Seller may seek interim injunctive relief.
9.1 The Seller's liability is strictly limited to intent or gross negligence. No liability for indirect, incidental, consequential or punitive damages.
9.2 Total liability is limited to the net invoice value of the goods causing the damage.
9.3 The buyer waives claims exceeding these limits.
9.4 Sales staff are not authorised to make commitments beyond the scope of this agreement.
10.1 Product names, images and trademarks may only be used with the express permission of the trademark owner.
10.2 No modification, concealment or removal of trademarks or original markings.
10.3 Unauthorised use of trademarks entitles the Seller to immediate termination.
10A.1 Both parties comply with all applicable data protection regulations, in particular the GDPR (EU) 2016/679.
10A.2 The Seller processes buyer data exclusively for contract performance, business maintenance and legal obligations.
10A.3 Legal basis: Art. 6(1)(b) and (c) GDPR. Data will be deleted after the statutory retention period.
10A.4 The buyer confirms having obtained all required legal bases for personal data transmitted.
10A.5 Both parties shall implement appropriate technical and organisational protective measures.
10B.1 Both parties act in compliance with anti-corruption laws (including the German Anti-Corruption Act and, where applicable, the UK Bribery Act 2010).
10B.2 No bribery payments or granting of benefits.
10B.3 Breach entitles the other party to immediate termination.
(Applicable only if the buyer is domiciled outside the EU)
11.1 The buyer acts as the sole importer and assumes full legal responsibility.
11.2 Full self-responsibility for customs clearance, taxes, registrations, certifications, labelling and consumer protection.
11.3 The Seller only warrants compliance with German and EU regulations at the time of delivery. No guarantees outside the EU.
11.4 No warranty beyond the inspection period pursuant to Article 4.
11.5 Full indemnification of the Seller from claims arising from import, resale, local non-compliance or customs procedures.
12.1 No liability for force majeure events (natural disasters, strikes, pandemics, war, transport disruptions).
12.2 Immediate written notification is required upon occurrence.
12.3 If lasting more than thirty (30) days: termination without liability is possible.
13.1 Entry into force on the effective date (signature page); indefinite term until written termination with fifteen (15) days' notice.
13.2 Immediate termination for material breach of contract following an unsuccessful warning.
13.3 Immediate termination by the Seller in the event of insolvency or sanctions against the buyer.
13.4 Surviving termination: Art. 3A, 4, 8, 9, 10A, 14 and all outstanding payment obligations.
14.1 German law (Federal Republic of Germany), without conflict of laws provisions.
14.2 Exclusive place of jurisdiction: Frankfurt am Main, Germany.
14.3 The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
15.1 Invalidity of individual provisions shall not affect the remainder of the agreement.
15.2 No waiver by failure to assert rights.
15.3 Entire agreement; supersedes all prior arrangements.
15.4 Amendments require written form and signatures of both parties.
15.5 No assignment by the buyer without written consent. The Seller may assign with notice.
15.6 Binding language: English. The German version is for information purposes.
15.7 Electronic signatures (DocuSign, Adobe Sign etc.) are valid pursuant to eIDAS Regulation (EU) 910/2014.
15.8 Notices in writing by e-mail or post. E-mails are deemed received upon delivery confirmation.
