TERMS & CONDITIONS
Terms and Conditions of Business and Delivery of DPI GmbH, Munich, valid from September 1, 2022
I. General/Scope
The terms and conditions of business and delivery apply to all current and future business relationships between DPI GmbH, Lochhamer. Str. 9, 82152 Planegg, Munich referred to as DPI in the further text of these terms and all customers.
Customers within the meaning of the terms and conditions are entrepreneurs. Entrepreneurs in this sense are natural or legal persons or legal partnerships who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity.
The customer recognizes the terms and conditions for the corresponding contract or for the entire business connection, also for all future transactions as for ;r where DPI acts as the seller, without the need for any further reference to the terms and conditions of business and delivery. Any deviating agreement or assurance requires the written confirmation of DPI. This also applies in particular to agreements between the customer and a DPI sales representative. The customer waives the assertion of his own purchasing conditions. These are expressly contradicted by DPI, they do not become part of the contract through silence or delivery by DPI. The general terms and conditions of the customer only become part of the contract if DPI expressly agrees to them in writing.
II. Offers and Delivery
Offers from DPI are non-binding and to be understood as an invitation to submit offers. DPI will send customers an acknowledgment of receipt of the offer promptly upon receipt of the offer, which does not constitute acceptance of the offer. A contract only comes into being through the written order confirmation or execution of the order by DPI.
The ordered goods are shipped at the customer's risk. The risk of accidental loss or accidental deterioration passes when the item is handed over to the customer at DPI's distribution warehouse, in the case of mail order purchase when the item is delivered to the forwarding agent, the freight carrier or the other person responsible for the execution Control of the shipment of certain companies on the customer.
The shipping method is determined by DPI. All consignments of goods are delivered to the customer's company address (in the case of deliveries by rail, free destination station). For postage and processing costs, a flat rate of 5.00 EURO plus VAT will be charged per shipment, unless other agreements are made. If the customer requests a special shipping method, DPI will calculate the additional costs. Such special requests must be noted in writing with each new order. If the order has a net value of up to EUR 100.00 (excl. VAT), a small order surcharge of EUR 7.00 (excl. VAT) will be charged.
For a new customer's first order, the order value must be at least EUR 100.00 (excl. VAT) in order to be delivered.
Ordered goods will be delivered as soon as possible. Delivery dates are given approximately and are subject to self-delivery; a specific fixed delivery date is expressly excluded. Liability for delivery at a certain time is not accepted. Partial deliveries are permitted.
Unforeseen obstacles to delivery (e.g. delivery bans under copyright law, strikes, lockouts, operational disruptions, supplier delays, transport difficulties) including all cases of force majeure entitle DPI to withdraw from the contract in whole or in part or to postpone the delivery for the duration of the hindrance. Claims for damages by the customer are excluded - to the extent permitted by law.
- If the customer is in arrears with the payment of an earlier delivery, DPI is entitled to withhold deliveries without being obliged to compensate for any damage that may have occurred .
III. Right of return and exchange
A right to return or exchange goods free of defects only exists, and only according to the regulations below, if this has been expressly agreed in writing.
Any returns of goods must be made at the expense and risk of the customer. Returns will only be accepted by DPI subject to the following conditions being met:
The return of products must always be reported to DPI in writing in the form of a return request. In the case of returns approval, this is done by means of a detailed returns approval that is sent to the customer.
The return release is valid from the date of issue for as long as noted on the return release. The return must be sent to the address of the returns warehouse stated on the returns release and under no circumstances to the office address of DPI specified in Section I.1. DPI reserves the right to check the eligibility of the return after receipt. A credit will only be issued from the return release in accordance with and under the conditions of this section 2 and section 3. The deletion of products from the sales catalog is usually announced in the quarterly “DPI customer information” (so-called “Ststreichzeitung”) announced by DPI.
Return approval may be denied for the following reasons:
The item is no longer listed in the current DPI catalogue. (No right of return for products that have been removed from the sales catalog or are on sale).
The goods were verifiably not delivered by DPI. Stocks that exceed the reference quantities purchased from DPI will not be released for return.
The products have not been sourced from DPI within the last 12 months.
There are no return rights for certain product groups (e.g. hardware, sale goods).
A copy of the return authorization must be clearly visible on the outside of all return packages. The return code assigned by DPI must be visible. If the return consists of several packages, all packages must be numbered and each provided with a copy of the return release. If there are products in the return package that have not been approved on the return release, the customer will be informed of this in writing and asked to collect the goods. The goods will be made available for collection 30 days after the issue of the credit note. Once this period has expired, all goods will be destroyed and not credited.
- A credit will be given under the following conditions:
The return shipment is provided with the return release.
The returned products are listed on the return authorization.
The return shipment will be sent within the period noted on the return authorization.
The return was sent free of charge to DPI's returns warehouse.
The goods are in perfect and resalable condition with undamaged outer packaging: Any repackaging of jewel box products that becomes necessary will be charged at a flat rate of EUR 0.40 ( excl. VAT) per item, a repackaging of differently packaged (especially cardboard and DVD packaging) will be charged at 1.50 EURO (excl. VAT) per item.
The goods will be credited at the purchase price or at the price adjusted since purchase via subsequent debit or goods value adjustment. A credit can only be offset against further purchases of goods. A reduction in the invoice before a credit is issued by the customer is not permitted. Deductions from invoice amounts are only permitted in the event of prior written agreement.
IV. Promotional Materials
DPI provides the customer with the advertising materials listed in the download area in digital form and grants the customer a simple right of use limited to the term of the contract a. The type of use specifically granted to the customer results from the title assigned to the materials. The customer is obliged to ensure that he uses the advertising materials in their current version. These advertising materials have been approved by DPI for the sole purpose of advertising DPI's products at the customer's point of sale and in all media, in particular social media. Any use deviating from this requires the prior written approval (consent) of DPI. Changes and editing are only permitted if they are limited to technical editing (e.g. size adjustment, formatting, etc.).
V. Prices and payment
The delivered goods are in accordance with according to DPI's price list valid on the day of delivery and the conditions agreed in writing in each individual case. All prices are exclusive of the applicable statutory value-added tax. Foreign currency units are only valid as payment with the EURO exchange rate of the DPI bank valid on the day of receipt of payment. DPI reserves the right to recalculate expenses.
Sale goods are excluded from any bonus, discount or any right of return or exchange.
DPI returns – unless otherwise agreed - only against advance payment (in the manner specified in the B2B online shop on the order form). After acceptance of the offer by DPI, the customer will receive an invoice by e-mail. If a credit line is granted and no other agreement is confirmed in writing by DPI, payments must be made exclusively to DPI and must be made within 10 days of the invoice date without any deduction. Payments are deemed to have been made upon receipt of payment by DPI. DPI's sales representatives have no authority to collect.
Setting off against counterclaims by the customer is not permitted unless the counterclaim is undisputed or has been legally established. The same applies to the customer's right of retention. DPI is not obliged to accept checks or bills of exchange. Checks or bills of exchange - if expressly accepted by DPI - will only be accepted as payment and subject to the calculation of the discount and collection fees incurred. Discount charges are calculated from the due date of the claim, regardless of the time the bill of exchange is accepted, and are due immediately. A guarantee for timely collection or timely protest is not accepted.
DPI is entitled to offset against all claims of the customer with all claims to which DPI GmbH, group companies of the DPI Group, sister companies, subsidiaries, or other companies are entitled , in which DPI is directly or indirectly involved. DPI is entitled to offset its own claims against counterclaims that the customer is entitled to directly or indirectly against one of the aforementioned companies.
As soon as the customer is in default of payment or violates the obligations arising from the retention of title, stops his payments or applies for insolvency proceedings against his assets or is opened, all claims of DPI against the customer become due immediately. From this point on, it is forbidden to sell goods that are subject to DPI's retention of title.
All bonus, exchange, return or discount agreements made with the customer lose their effect in this case. If bills of exchange, checks or direct debits for goods that have already been delivered are not redeemed on time or if direct debit authorizations for claims that have already arisen from goods deliveries are revoked, all other claims by DPI against the customer - even if this other payment dates were originally agreed - due immediately. If the claims that are due and/or have become due are not paid immediately, DPI is entitled to secure and/or label and/or take back the goods still subject to the retention of title at the customer's expense, as well as the assignment of claims Disclose to debtors and collect the claims. The customer is obliged to provide DPI with all the information necessary for this and to hand over the relevant documents. In addition, the customer is obliged to allow DPI's sales representative to enter the customer's business and storage rooms and to hand over the goods still owned by DPI to the sales representative. The assertion of the retention of title does not count as withdrawal from the contract. DPI is entitled to sell the reserved goods privately after setting a deadline.
If the customer is in default of payment or if the customer's financial situation is unfavourable, DPI is entitled to withhold deliveries or, at its own discretion, to make advance payments or security deposits to request.
Default interest is calculated at 8% p.a. above the base rate. This regulation does not exclude the assertion of further damages. In the event of default in payment, the customer undertakes to pay all costs, expenses and cash expenses incurred by DPI, from whatever title they result and which arise from pursuing his legitimate claims from this contractual relationship, in particular the tariffs ; to reimburse the costs of hiring a debt collection agency or lawyer, as well as all pre- and extra-judicial collection costs incurred as a result. For the first reminder, DPI charges EUR 2.50 (plus VAT) as an expense allowance, for the second reminder EUR 5.00 (plus VAT).
VI. Retention of title
The delivered goods remain the property of DPI (reserved goods) until paid for.
The customer is authorized to resell the goods subject to retention of title in the ordinary course of business, provided that the customer hereby settles the claims from a resale of the reserved goods with all ancillary rights to DPI. DPI accepts the assignment. A special notification of assignment is not required. At the request of DPI, the customer will name the buyers of the reserved goods. Insofar as DPI's total claims are secured beyond doubt by more than 120% through such assignments, the excess of outstanding debts will be released at the request of the customer after DPI's selection.
If the customer's claims from the resale of reserved goods are included in a current account, the assignment in accordance with; 2 above to the customer's claim against the third party from the current account up to the amount of the claim to which DPI is entitled. Section 2 applies accordingly.
If the reserved goods or the claims assigned to DPI as security are pledged or confiscated by third parties, the customer will disclose the retention of title or the assignment as security and DPI will immediately Notify delivery of record of attachment or seizure. All costs of an intervention by DPI are borne by the customer. Insurance and damage claims that the customer acquires due to loss, theft, damage or similar incidents to the reserved goods are assigned to DPI. DPI accepts this assignment.
The customer can collect the outstanding amounts from the resale for himself as long as he meets his payment obligations to DPI until revocation. With a cessation of payments, the application for or the opening of insolvency proceedings, a judicial or extrajudicial settlement procedure, a check or bill of exchange protest or a seizure, the right to resell the goods and to collect the outstanding debts expires . Assigned outstanding amounts received thereafter are to be collected immediately on a special account. Any return of goods is only ever done to be on the safe side; this is not a withdrawal from the contract, even if partial payments were subsequently permitted.
VII. Warranty and Damages
DPI initially provides a warranty for defects in the goods through repair or replacement delivery at its own discretion.
If the supplementary performance (rectification or replacement delivery) fails, the customer can choose between a reduction in payment (reduction) or withdrawal from the contract demand. If there is only a minor breach of contract, in particular in the case of only minor defects, the customer's right of withdrawal does not apply.
The customer must notify DPI in writing of obvious material defects, incorrect deliveries and/or quantity discrepancies within a period of 8 days from the delivery of the goods. If no timely notification of defects is made, the assertion of the warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The customer bears the sole burden of proof for all prerequisites for a claim, in particular for the defect, for the time the defect was identified and for the timeliness of the notification of defects.
If the customer chooses to withdraw from the contract due to a defect in title or quality after subsequent performance has failed, he/she is not entitled to a claim for damages due to the defect.  ;
If the customer chooses compensation after subsequent performance has failed, the goods remain with the customer if this is reasonable for him. Compensation for damages is limited to the difference between the purchase price and the value of the defective item. This does not apply if DPI fraudulently caused the breach of contract.
The warranty period is one year from delivery of the goods. The above does not apply if the customer has not notified DPI of the defect in good time (Section VI. 3.).
VIII. Copyright and Export Prohibition
The products supplied by DPI may not be loaned or rented out, nor may they be copied to other products, unless the copying is permitted for personal use under copyright law ;vinegar.
Without the prior written consent of DPI, an export of the products delivered by DPI is not permitted, unless otherwise stipulated by mandatory law, and the customer – with other accounting and liability for damages towards DPI and authorized third parties - expressly prohibited. If this fundamental export ban is disregarded, the customer will indemnify and hold DPI harmless in the event of claims by third parties.
The customer acknowledges that DPI has only paid copyright fees for the distribution of the products supplied by DPI in Germany and that in the case of export of products possibly copyrights and/or related property rights of third parties and/or license agreements or similar contracts between DPI and third parties. DPI assumes no liability for claims made against the customer by authorized persons abroad.
Any modification of the goods supplied by DPI, as well as any special stamping that may be considered or appear to be a mark of origin (manufacturer's mark or trademark) of the customer or a third party that it is a special product is inadmissible.
IX. Reservation of Rights, Prohibition of Reverse Engineering; Confidentiality; Privacy Policy
On all documents, materials and other items provided by DPI to the customer (essentially offers, catalogues, price lists, cost estimates, plans, drawings, illustrations , calculations, product specifications, manuals, samples, models and other physical and/or electronic documents or information) DPI reserves all property rights, copyrights and industrial property rights. All in § 3 Para. 1 No. 2 GeschGehG by the customer or by third parties commissioned by him (reverse engineering) are prohibited.
The customer may not make the aforementioned items or their contents accessible to third parties or their own employees who are not involved or communicate them, nor use, duplicate or change them . He must treat them confidentially, use them exclusively for the contractual purposes and, if requested by DPI, return them to DPI in their entirety and destroy/delete any copies if they are not in accordance with the contract. statutory retention requirements or for the execution of the contract.
Any information relating to an identified or identifiable natural person ("Personal Data") and (i) obtained by one party from the other party; and/or (ii) which the customer processes in connection with the provision or the receipt of services under these GTC, must be processed by the respective party in accordance with the applicable data protection regulations.
X. Miscellaneous
Place of performance is Höfen. German law applies to the exclusion of the UN purchase law. Munich is agreed as the exclusive place of jurisdiction if the customer is a merchant. At DPI's option, DPI may also sue Customer at Customer's place of business.
Insofar as individual provisions of these General Terms and Conditions of Business and Delivery are ineffective, the remaining provisions shall not be affected. The invalid regulation should be replaced by a regulation whose economic success comes as close as possible to the invalid one.