(1) Our deliveries, services and offers shall all be subject to these terms of business. They are
therefore also valid for all future business relations, including those which have not yet
been expressly agreed upon. Upon acceptance of the goods or services at the latest,
these Terms shall apply. Affirmation to the contrary by the Purchaser on the basis of its
terms of business or purchase are hereby contradicted.
(2) Derogations from these terms of business shall only be effective in written form and with
our explicit consent. Our terms will also be valid in case we unconditionally accept orders
which are placed contrary to or different from our terms of delivery. Our employees shall
not be entitled to conclude verbal subsidiary agreements or to provide verbal assurances
which go beyond the contents of written agreements.
(3) Our offers shall be subject to confirmation and non-binding. Orders and declarations of
acceptance must be confirmed in writing or by telex in order to be effective. The same is
true for additions, amendments, or subsidiary agreements.
§2 Period for supply and services
(1) Dates or deadlines for delivery, which may be agreed on a binding or a non-binding basis,
must be confirmed in writing by us.
(2) Cases of force majeure which prevent a Contractual Party from fulfilling its contractual
obligations in whole or in part shall release both Contractual Parties from the execution of
the contract until cessation of the force majeure. The Contractual Party which is affected
by the force majeure shall inform the other Contractual Party to this effect as soon as
possible. Should we, our suppliers, or the manufacturer not receive supplies on time,
should transport be impossible to obtain, or should strikes or lock-outs occur, this shall be
treated as a case of force majeure.
(3) Delivery will be made unless our suppliers deliver and is non-binding concerning the date of
(4) We shall be entitled to partial deliveries.
(5) We will keep to our terms of delivery in case the Purchaser adheres to his obligations duly
§3 Passing of the risk, transport
(1) The risk shall pass to the Purchaser as soon as the delivery has been entrusted to the
company responsible for transport, or has left our store for delivery purposes. Should
delivery become impossible without any fault on our part, the risk shall pass to the
Purchaser upon notification readiness to send being given.
(2) Transport costs shall be covered by the Purchaser.
(1) Should we expressly make a binding offer, we shall be bound by these prices for 30 days
after the date of offer.
(2) The prices listed in our confirmation of order, plus the legaly aplicable value-added tax, shall
be decisive. Further supplies and services shall be invoiced separately. Unless agreement
to the contrary has been made in writing, all prices and delivery shall be ex-works (EXW).
(3) Discounts can only be deducted with special written agreement.
(1) We shall invoice the goods on the date when they are ready to be sent.
(2) If not stated otherwise, payment has to be made within 30 days net after date of invoice.
Should the Purchaser fail to pay in time, we will demand interest of 4 % above the current
bank-rate by the Federal Bank. If we are in a position to prove considerable damage caused
by the default, we will be entitled to make claims. However, the Purchaser is entitled to
prove that no damage or less damages was caused by the delay in payment.
(3) We shall accept promissory notes only with prior written agreement. Promissory notes and
cheques shall only be accepted on account of performance.
(4) A payment shall not be regarded as having been effected until we have the amount at our
disposal. For payments by cheque, the date on which the cheque is cashed shall be
(5) Should the Purchaser not fulfil its financial obligations, in particular if it dishonours a cheque
or promissory note or interrupts payments, or should we be aware of other circumstances
which cast doubts in the credit worthiness of the Purchaser, we shall be entitled to fix a
due date for the entire residual debt, even if we have accepted cheques or promissory
notes. In this case we shall also be entitled to demand advance payments or provisions of
(6) Should the Purchaser be in default of payment and should notice have been given twice to
no avail, we shall have the right to realize the goods.
(7) In the event of complaints or cross-claims, the Purchaser shall be entitled to set-offs or
retention only if final judgement has been given in respect of the cross-claims or if they are
§6 Guarantee and liability
(1) We guarantee, that at the time of the risk being passed, our goods shall conform to the
accepted standards for technology and shall not have defects which substantially
diminish their fitness. The guarantee period shall amount to six months, as the date of
(2) Claims for damages against us or against persons employed in performing an obligation
and/or vicarious agents, as a result of the impossibility of performance, breach of
contract, culpa in contrahendo, or tortious acts, shall be excluded in cases of intentional
misconduct or gross negligence.This shall also apply to claims for damages as a result of
undue delay. We cannot be hold liable for any loss of profit or other financial damage of
(3) Should the goods be damaged due to our fault, we are entitled either to repair or to replace
(4) If no other stipulations are made in the following, further claims by the Purchaser are
excluded without exception. Therefore we cannot be hold liable for damages of the goods.
(5) Should we, by negligence, not keep to an important obligation stipulated in the contract, our l
liability for damages will only be the cover of our insurance.
§7 Reservation of title
(1) We reserve all rights to the title of the goods until full payment has been made. Should the
Purchaser fail to keep to its obligations, we are entitled to take the goods back. This will
represent no cancellation of the contract. Afterwards we are entitled to resell the goods.
The proceeds are to be settled with the liabilities of the Purchaser deducting appropriate
costs for the resale.
(2) In the case of seizure or other inventions by a third party the Purchaser has to inform us
immediately in writing so that we can bring an action according to § 771 ZPO. Should the
third party not be able to pay the costs of an action, the Purchaser is liable.
(3) The Purchaser is entitled to resell the goods properly; however, he has to resign right now
all claims to the amount of the total invoice sum (value-added tax included) which he earns
from his sale. It is unimportant whether the goods have been re-sold before or after
processing. The Purchaser is authorized to collect these claims even after this assignment.
This does not touch our right to collect the debts ourselves. However, we undertake not to
collect the claim as long as the Purchaser meets his liabilities from these proceeds, as long
as he is in no delay of payment and, in particular, as long as no petition for bankruptcy
proceedings has been filed. If this is the case we are entitled to demand that the Purchaser
names the assignments as well as the debtor, that he gives all information necessary for
collection, that he hands out all documents and informs the debtor (third party) of the
(4) Processing the goods by the Purchaser will always be for us. If the goods are mixed with
other goods which do not belong to us, we will become owner to the proportion of the
goods' vallue at the time of processing. The same is valid for goods delivered on
reservation, as well as for mixed goods or when new goods are created.
(5) Until all debts (including all balances due from current account) which the Purchaser owes
us for any legal ground have been discharged, we shall be granted the following collateral,
which we shall release upon request at our choice should its lasting value surpass that of
the debts by more than 20%.
§ 8 Principles of Cooperation
(1) The Purchaser has the right under his own authority and under his own company name through his own stationary shop as well as his own webshop to re-sell the products he has purchased (simple, non-exclusive distribution right). With respect to § 9 point 3, the re-sale of products through 3rd-party internet platforms and marketplaces is prohibited.
(2) The Purchaser may use the following sales and marketing support of VENTO Vertriebs GmbH: unlimited supply of product photos, pre-formulated product descriptions, information about new products and special offers.
(3) VENTO Vetriebs GmbH and the Purchaser in agreement to the effect that the sales success in the market of the products of VENTO Vertriebs GmbH is dependent upon the marketing efforts of both parties. The products sold by VENTO Vertriebs GmbH are high-quality, branded products which are marketed at great advertising expense. The products therefore should not be positioned as cheap mass-market items, but rather - in comparison to other gift items - in a more high-quality product segment with an elevated customer perception and thus a higher price segment. The high quality of the brand items sold requires a particularly high-end presentation of the products at the point of sale. In the case of internet sales (e-commerce), the Purchaser must ensure that presentation of the products on his own website meets this requirement. Distribution through eBay, Amazon and similar marketplace websites do not meet the selection criteria stated in these requirements.
(4) The Purchaser is free to offer and distribute any products from VENTO Vertriebs GmbH's competitor companies.
(5) The Purchaser is free to determine his own prices and conditions for the distributed products to third parties. There is no binding fixed re-sale price of the products.
§ 9 Proprietary Rights
(1) All legal rights of the products, including copyright, trademark, corporate rights or other distinguishing characteristics, if any, remain the entitlement of VENTO Vertriebs GmbH.
(2) The Purchaser may not, in his own or any other name, seek to legally register the trademarks, trade names or other distinguishing marks of VENTO Vertriebs GmbH or its products, or any such trademarks, trade names or other distinguishing marks which are identical or similar to those of VENTO Vertriebs GmbH - to the extent that they are eligible for registration - either within or outside the Purchaser's contractual territory. Accordingly, the Purchaser does not have the right to incorporate the above mentioned characteristics as part of his company or domain name, or to register same in the commercial or any other official registry or to obtain certification or protection from a certification authority.
(3) The use of the brand logos of the distributed products by the Dealer on any internet commerce site apart from his own is prohibitied.
§10 Further provisions
(1) The Purchaser shall not be entitled to assign debts arising from this contractual agreement
without written permission.
(2) The law of the Federal Republic of Germany shall apply. The application of the Uniform
Law on the international Sale of Goods shall be excluded. Place of Settlement for all
obligations arising from this agreement and place of jurisdiction is the place of our
business. However, we are also entitled to sue the Purchaser in the courts in whose
district his head office is situated or the Place of Settlement is located.
(3) The parties to the agreement undertake to replace ineffective provisions with new
provisions which most closely approximate the economic purpose of this agreement. The
same applies should a loophole in the agreement be discovered.
(4) According to §26 BDSG we inform herewith, that customer data will be stored.
VENTO Vertriebs GmbH