Terms and Conditions
Xylon General terms and conditions of sales and delivery
§ 1 Scope
1.1 These general terms and conditions (AGB-K) apply exclusively to the busi- ness relationship (= initiation, formation and execution of contracts for the delivery of movable goods (“goods” or “products”) from Xylon Corp. (legal entity : Xylon Corporation d.o.o., Podlugovi bb, 71 387 Podlugovi, Bosnia and Herzegovina, as the user of these terms and conditions and contractual partner) with its customers (= consumers, entrepreneurs).
1.2 A consumer is any natural person who concludes a legal transaction for purposes that are predominantly neither their commercial nor their Inde- pendent professional activity can be attributed (§ 13 BGB). Entrepreneur is any natural or legal person or a legal partnership that acts in the course of a legal transaction in the exercise of their commercial or independent professional activity (§ 14 BGB).
1.3 For the business relationship of Xylon Corporation d.o.o. with company The general terms and conditions for entrepreneurs (AGB-U) in section II also apply.
1.4 The general terms and conditions of Xylon Corporation d.o.o. apply exclusively; general conditions of the customer for his business relationships do not become part of the contract, even if they are known by Xylon Cor poration d.o.o., unless their validity is expressly approved in writing by Xylon Corporation d.o.o..
§ 2 Quality of products
The following is agreed as the quality of the goods ordered: Wood is a natural product; its natural properties, deviations and characteristics must always be ob- served. In particular, the customer has to take into account its biological, phys- ical and chemical properties when buying and using. The range of natural color, structure and other differences within a type of wood is one of the properties of the natural product wood and does not constitute a reason for complaint or liability. Professional advice is to be obtained by the customer on his own re- sponsibility.
§ 3 Offers, conclusion of contract, right of withdrawal
3.1 The presentation of goods in sales rooms or via a web shop / homepage does not constitute a binding offer from Xylon Corporation d.o.o..
3.2 At the request of a customer, Xylon Corp, gives the customer a non-bind ing offer to conclude a purchase contract, which prompts the customer to submit a binding offer is (invitatio ad offerendum).
3.3. An order placed by the customer based on the non-binding offer constitutes a binding offer by the customer in accordance with § 145 BGB to conclude a purchase contract.
3.4 Xylon Corporation d.o.o. can make an offer of the customer while absent (§ 147 paragraph 2 BGB) within 12 working days ( Calculation of deadlines without Saturdays, Sundays and public holidays; the day of receipt of the order is not included) at its own discretion by accepting the delivery in text form (e.g. email) or delivering the goods, unless otherwise agreed. With the acceptance by Xylon Corporation d.o.o., the contract between the custom- er and Xylon Corporation d.o.o. comes into being (contract conclusion).
3.5 If the contract is not concluded within the acceptance period (Section 3 No.
3.4 Sentence 1), the customer’s offer expires (Section 3 No. 3.3).
3.6 Legal right of withdrawal for consumers with distance contracts:
a. For distance contracts for the delivery of goods, customers who are con- sumers (§ 1 No. 1.2 sentence 1) have a right of withdrawal in accordance with the statutory provisions. This right of withdrawal does not exist for goods that were made according to customer specifications or that are clearly tai- lored to the personal needs of the customer. b. Does a consumer exercise the right of withdrawal according to Section 3 No.
3.6a. Use, he has to bear the regular costs of the return. c. For the rest, the regulations apply, which are detailed in the following cancellation policy:
Withdrawal
You have the right to cancel this contract within fourteen days without giving any reason. The cancellation period is fourteen days from the day on which the last partial shipment or the last piece was delivered. In order to exercise your right of cancellation, you have to give us Xylon Corporation d.o.o., Podlugovi bb, 71 387 Podlugovi, Bosnia and Herzegovina, Telephone: +387 33 401 001, Fax: +387 33 401 002, Email: info@xyloncorp.com) by means of a clear statement (e.g. a letter sent by post, Fax or email) of your decision to cancel this contract. You can use the attached sample cancellation form, but this is not mandatory. You can also electronically fill in and send the sample withdrawal form or another clear statement on our website www.xyloncorp.com. If you make use of this op- tion, we will send you a confirmation of receipt of such a revocation immediately (e.g. by email). To meet the cancellation deadline, it is sufficient for you to send your communication regarding your right of cancellation before the cancellation period expires.
Consequences of cancellation
If you cancel this contract, we will return all payments to you that we have re- ceived from you, including delivery costs (with the exception of the additional costs that result from the fact that you chose a different type of delivery than the cheap standard delivery we have offered) to repay immediately and at the latest within fourteen days from the day on which we received notification of your cancellation of this contract. For this repayment, we use the same means of payment that you used in the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this repayment. We can refuse the repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
§ 4 Packaging, shipping, delivery, transfer of risk
4.1 Unless otherwise agreed, all packaging and shipping costs for transport to the customer shall be borne by the customer, which are shown separately on the invoice. However, this only applies if they are announced when placing the order before the customer makes a binding offer.
4.2 Unless otherwise agreed, delivery is made from the warehouse to the deliv- ery address specified by the customer, free to the curb.
4.3. The delivery takes place by truck, plane or ship. If a delivery is made by truck, the unloading point must be accessible to the customer with a heavy truck or truck-mounted forklift. Xylon Corporation d.o.o. can assume this until further notice. 4.4 Information about the delivery period is non-binding. The expected delivery period or expected delivery date is specified in the order confirmation (de- livery period).
4.5 The delivery obligation of Xylon Corporation d.o.o. is subject to the self- supply by the suppliers of Xylon Corporation d.o.o.; however, this only applies if Xylon Corporation d.o.o. is not responsible for the non-delivery.
4.6 If Xylon Corporation d.o.o. according to § 4 No. 4.1. or is unable to deliver an ordered product for any other reason through no fault of his own, the cus- tomer will be informed immediately that the ordered product is not avail- able. If the impediment to performance continues for more than three months, both contracting parties are entitled to withdraw from the con- tract. The customer’s statutory claims going beyond this remain unaffected. The return service rendered by the customer will be refunded immediately in the event of cancellation by Xylon Corporation d.o.o..
4.7 The fulfillment of the contract in partial deliveries and partial services is per- missible to a reasonable extent. Additional costs arising from partial deliveries or partial services are not charged to the customer, but are to be borne by Xylon Corporation d.o.o..
4.8 The risk of accidental loss and accidental deterioration of the goods passes to the customer upon delivery. The handover is the same if the customer is in default of acceptance.
4.9 If Xylon Corporation d.o.o. sends the sold item to a place other than the place of performance (mail order purchase) at the customer’s request, the risk of accidental loss and accidental deterioration only passes to the buyer if the customer is the forwarder, the carrier or has otherwise instructed a person or institution to carry out the shipment and Xylon Corporation d.o.o. has not previously named this person or institution to the buyer.
§ 5 Prices, payment
5.1 The statutory value added tax is included in product prices, unless this is shown separately. If the sales tax is shown separately, it must be paid in ad- dition to the product price. The product prices are exclusive of shipping and packaging costs.
5.2 The deduction of cash discount requires a special agreement in text form.
5.3 In the case of a cash purchase, the purchase price is due immediately upon receipt without deduction. In all other cases, unless otherwise agreed in text form, the purchase price must be paid by the customer without any deduction within 14 days after receipt of the invoice, but no later than 14 days after delivery.
5.4 For orders from customers abroad or if there are reasonable grounds for a risk of payment default, Xylon Corporation d.o.o. reserves the right to deliver only after receipt of the purchase price together with shipping and packaging costs. If Xylon Corporation d.o.o. makes use of the prepayment reservation, Xylon Corporation d.o.o. will inform the customer immediately.
5.5 The receipt of money at Xylon Corporation d.o.o. is decisive for the observance of payment deadlines and dates. This also applies to the timeliness of payment in the event that the customer has been granted a cash discount.
5.6 Payments by checks or bills of exchange are excluded.
5.7 During the delay, the customer has to pay interest on the monetary debt in the amount of 5 percentage points above the respective base rate. If Xylon Corporation d.o.o. can prove a higher damage caused by delay, then Xylon Corporation d.o.o. can claim this.
§ 6 Offsetting; Lien
6.1 The customer is only entitled to offset against claims of Xylon Corp. d.o.o. with legally established, recognized or undisputed claims. The custom- er is also entitled to offset against claims of Xylon Corporation d.o.o. if he makes complaints or counterclaims from the same purchase contract.
6.2 The customer may only exercise a right of retention if his counterclaim is based on the same contract.
§ 7 Rights of the customer in case of defects
7.1 The statutory provisions apply to the customer’s rights in the event of ma- terial and legal defects (defects), unless otherwise specified below. The gener- al limitation of liability of Xylon Corporation d.o.o. according to § 8 applies to claims for damages against Xylon Corporation d.o.o. due to a defect.
7.2 For the purpose of checking claims for defects, the customer must fully and truthfully inform and support Xylon Corporation d.o.o. about the cir- cumstances of the individual case. This also includes the transmission of pho- tographs in sufficient number and quality by the customer for the purpose of checking the claims for defects, as well as the immediate answering of queries.
7.3 Xylon Corporation d.o.o. bears the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs, if there is actually a defect. If the customer has incorporated the defective item in another item or attached it to another item in accordance with its type and intended use, Xylon Corporation d.o.o. is obliged as part of the supplementary performance to provide the customer after delivery.
7.1 The statutory provisions apply to the customer’s rights in the event of ma- terial and legal defects (defects), unless otherwise specified below. The gener- al limitation of liability of Xylon Corporation d.o.o. according to § 8 applies to claims for damages against Xylon Corporation d.o.o. due to a defect.
7.2 For the purpose of checking claims for defects, the customer must fully and truthfully inform and support Xylon Corporation d.o.o. about the cir- cumstances of the individual case. This also includes the transmission of pho- tographs in sufficient number and quality by the customer for the purpose of checking the claims for defects, as well as the immediate answering of queries.
7.3 Xylon Corporation d.o.o. bears the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs, if there is actually a defect. If the customer has incorporated the defective item in another item or attached it to another item in accordance with its type and intended use, Xylon Corporation d.o.o. is obliged as part of the supplementary performance to provide the customer with the necessary expenses for removing the defective item and installing or installing it to replace the repaired or delivered defect-free item (reimburse- ment of expenses). The rights of the customer are excluded if he knows the defect when installing or attaching the defective item. If the customer is not aware of a defect due to gross negligence, the customer can only assert rights due to this defect if Xylon Corporation d.o.o. maliciously concealed the de fect or assumed a guarantee for the quality of the item.
7.4 If there is actually no defect, Xylon Corporation d.o.o. can demand reimbursement from the customer of the costs arising from the unjustified request to remedy the defect.
§ 8 Liability
The liability of Xylon Corporation d.o.o. from and in connection with the business relationship is limited as follows:
8.1 For slight negligence, Xylon Corporation d.o.o. is only liable for breach of essential contractual obligations, the violation of which jeopardizes the achievement of the purpose of the contract, or for the violation of obli- gations, the fulfillment of which proper execution of the contract is made possible and the customer regularly trusts in compliance. In this case, Xylon Corporation d.o.o. is only liable for the foreseeable, contract-typical damage. Xylon Corporation d.o.o. is not liable for the slightly negligent violation of obligations other than those mentioned in the previous sentences.
8.2 If the cause of the damage is based on an intentional or grossly negligent breach of duty by Xylon Corporation d.o.o. or a legal representative or vicar- ious agent of Xylon Corporation d.o.o., Xylon Corporation d.o.o. has unlim- ited liability.
8.3 Claims under the Product Liability Act, due to a defect after assuming a guarantee for the quality of a product or in the case of fraudulently con- cealed errors and damage to health, limb and life as well as claims already arising from negligence at the time of contract negotiations at the time of inclusion of these conditions remain from the foregoing Limitation of liabil- ity unaffected.
§ 9 Retention of title
9.1 Xylon Corporation d.o.o. reserves the ownership or the right to the purchase of the sold goods until the purchase price has been paid in full.
9.2 The customer is obliged to immediately notify Xylon Corporation d.o.o. of third-party access to the goods subject to retention of title, for example in the event of attachment or damage as well as the destruction of the goods.
9.3 If the customer behaves contrary to the contract, in particular if the pur- chase price is not paid, Xylon Corporation d.o.o. is entitled to withdraw from the contract in accordance with the statutory provisions and to demand the goods back. If the customer does not pay the purchase price due, Xylon Cor- poration d.o.o. may only assert this right if Xylon Corporation d.o.o. has pre- viously unsuccessfully set a reasonable payment deadline for the customer who is a consumer or if such a deadline can be dispensed with in accordance with the statutory provisions.
§ 10 Limitation
10.1 For consumers, the general limitation period for defects and claims for damages is 2 years from delivery. If an acceptance has been agreed, the lim- itation period begins with the acceptance.
10.2 This does not affect statutory special regulations on limitation and in cases of injury to life, limb or health, within the framework culpable liability in the event of intent and gross negli- gence as well as claims for damages under the Product Liability Act.
§ 11 Data protection
11.1 Xylon Corporation d.o.o. will only collect and use personal customer data (e.g. title, name, address, date of birth, email address, telephone number, fax number, bank details, credit card number) in accordance with the provisions of the applicable statutory data protection law.
11.2 The customer has the right, upon written request, to be informed of the personal data stored about him.
§ 12 Applicable law, place of jurisdiction, online dispute resolution
12.1 The law of Bosnia and Herzegovina applies to these Terms and Conditions and our contractual relationships with the customer, excluding the UN Sales Convention.
12.2 If the customer has placed his order as a consumer and is habitually resident in another country at the time of his order, the application of mandato- ry legal provisions of that country remain unaffected by the choice of law made in sentence 1.
12.3 The European Commission provides a platform for online dispute resolu- tion (OS), which the customer can access at http://ec.europa.eu/consum- ers/odr/. The seller is not willing or obliged to participate in dispute resolu- tion proceedings before a consumer arbitration board.
§ 13 General, supplement to § 3 offers, conclusion of contract, right of withdrawal
13.1 The following General Terms and Conditions for Entrepreneurs (AGB-U) only apply to entrepreneurs within the meaning of Section 1 No. 1.2 Clause 2. The AGB-U supplement the above provisions in Section I. of the AGB-K and take precedence if and as far as the AGB-U contain different regula- tions.
13.2 In the context of an ongoing business relationship, the AGB-K and AGB-U according to § 13 No. 13.1 are also part of the contract if Xylon Corporation d.o.o. has not expressly indicated their inclusion in individual cases. 13.3 If the customer is an entrepreneur, a contract is concluded if Xylon Corpo- ration d.o.o. accepts the customer’s offer in a reasonable time either by a declaration of acceptance or by delivery of the goods. (Deviation from § 3 No. 3.3).
13.4 If the customer is an entrepreneur, he has no right of withdrawal. (Devia- tion from § 3 No. 3.6)
§ 14 Supplement to § 4 packaging, shipping, delivery, transfer of risk
14.1 If the customer is an entrepreneur, he bears the customary costs for ship- ping and packaging the goods, unless otherwise agreed; Section 4 No. 4.1 Sentences 2 and 3 are not applicable. (Deviation from § 4 No. 4.1)
14.2 The customer and Xylon Corporation d.o.o. make a separate agreement with regard to additional costs arising from partial deliveries or partial services (deviation from §4 No. 4.7 sentence 2).
14.3 If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods at Xylon Corporation d.o.o.’s warehouse passes to the customer: (i) upon delivery to the customer; (ii) in the case of a mail order purchase with the delivery of the goods to the freight forwarder, the carrier or to the person otherwise designated to carry out the shipment (deviation from Section 4 No. 4.8)
§ 15 Supplement to Section 5 Prices, Payment
15.1 In legal transactions in which a consumer is not involved, the interest rate for payment claims is 9 percentage points above the base interest rate. (Deviation from Section 5 No. 5.7)
§ 16 Supplement to § 7 Rights of the customer in the event of defects
16.1 If the customer is an entrepreneur, he must check the goods for any defects immediately upon receipt and immediately notify existing defects in text form. Hidden defects must be reported in text form immediately after their discovery. If he does not meet one of the above obligations, he loses all claims arising from and in connection with a defect, unless Xylon Cor- poration d.o.o. has maliciously concealed the defect. (Deviation from § 7 No. 7.1)
16.2 The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of its creation and the deter- mination of the defect and for the timely notification of the defect. (Devi- ation from Section 7 No. 7.1)
16.3 Xylon Corporation d.o.o. is only obliged to provide replacement deliveries from contracts with entrepreneurs in the context of subsequent perfor- mance. In this respect, Xylon Corporation d.o.o. is not obliged to reimburse expenses (deviation from § 7 No. 7.2).
16.4 Recourse by the entrepreneur to Xylon Corporation d.o.o. due to expenses (§ 7 No. 7.2) that the entrepreneur has to bear in relation to his customer due to a defect for which Xylon Corporation d.o.o. is responsible is excluded insofar as the entrepreneur’s obligation towards his Customers are not based on a mandatory liability of the entrepreneur due to the legal regula- tions on the sale of consumer goods. § 8 remains unaffected even if the contractor’s recourse against Xylon Corporation d.o.o. is not excluded ac- cording to the preceding sentence. (Deviation from § 7 No. 7.1)
16.5 For entrepreneurs, the warranty period is 1 year from the transfer of risk. This does not include claims for damages due to injury to life, limb or health and / or claims for damages due to grossly negligent or willful damage caused by Xylon Corporation d.o.o.. Also excluded are the recourse claims not excluded according to § 16 No. 16.4. (Deviation from Section 7 No. 7.1)
§ Section 17 Supplement to Section 9 Retention of title
17.1 In the case of a contract with an entrepreneur, Xylon Corporation d.o.o. retains ownership or the right to acquire ownership of the goods sold (re- served goods) until all claims from an ongoing business relationship have been paid in full in accordance with the following provisions Nos. 17.2 to 17.7 before (deviation from § 9):
17.2 The entrepreneur is entitled to resell the reserved goods in the ordinary course of business. With the conclusion of the contract with Xylon Cor- poration d.o.o. (initial contract), he assigns to Xylon Corporation d.o.o. all claims in the amount of the invoice amount to Xylon Corporation d.o.o. that accrue to him from the resale. Xylon Corporation d.o.o. accepts the assignment upon conclusion of the first contract. After the assignment, the entrepreneur is authorized to collect the claim. Xylon Corporation d.o.o. reserves the right to collect the claim itself, but will not make use of it as long as the customer properly fulfills his payment obligations.
17.3 The manufacturer processes or processes the reserved goods. The manu- facturer is Xylon Corporation d.o.o. or, if Xylon Corporation d.o.o. is enti- tled to the rights to the reserved goods, the supplier of Xylon Corporation d.o.o.. The manufacturer does not incur any liabilities from the process- ing or transformation in relation to the entrepreneur. The manufacturer is entitled to (co-) ownership of the new item resulting from processing or transformation, regardless of the time and the degree of processing or modification (intermediate and end products). In the event of processing or transformation with mixing or combining with other goods, the man- ufacturer is entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the connected or mixed goods at the time of processing or modification. In the event that the customer acquires (joint) ownership of the processed or remodeled reserved goods through process- ing or reorganization regardless of the above provision, he transfers future (joint) ownership of this goods to Xylon Corporation d.o.o. upon conclusion of the first contract the time of its acquisition and stores the goods for Xy- lon Corporation d.o.o.. The customer assigns any surrender claims against third parties to Xylon Corporation d.o.o. upon conclusion of the first con- tract. Xylon Corporation d.o.o. accepts the transfer of the future co-own- ership and the future surrender claim upon conclusion of the first contract. The new item is considered reserved goods in the sense of these provisions.
17.4 The retention of title according to the above provisions also remains if indi- vidual claims are included in a current invoice and the balance is drawn and recognized. When all secured claims of Xylon Corporation d.o.o. against the customer are satisfied, ownership automatically passes to the custom- er. Furthermore, the assigned claims and rights fall back on him.
17.5 Xylon Corporation d.o.o. undertakes to release the claims and rights to which it is entitled according to the above provisions to the extent - at Xy- lon Corporation d.o.o.’s option - that its realizable value exceeds the claims to be secured by 20%. With the exception of deliveries with a genuine cur- rent account relationship, this only applies to deliveries or their surrogates that are fully paid.
17.6 If the proceeds from the resale or processing / reorganization are paid to the customer by a third party, Xylon Corporation d.o.o. is to transfer the money immediately regardless of any different due date.
17.7 The authorization of the customer to dispose of the goods subject to re- tention of title as well as for processing, reorganization, connection, mix- ing, blending, furthermore for collection of the assigned claims expires in the event of non-compliance with the payment conditions, in the event of unauthorized disposals, and also if bankruptcy proceedings are filed against the customer or is pending or an out-of-court settlement procedure is in progress. In these cases, Xylon Corporation d.o.o. is entitled to take pos- session of the reserved goods without setting a grace period or a declaration of withdrawal. For this purpose, Xylon Corporation d.o.o. is permitted to enter the customer’s business, to request useful information and to inspect its books to safeguard the rights of Xylon Corporation d.o.o.. A withdrawal from the contract is only in the return of the reserved goods if Xylon Cor- poration d.o.o. expressly declares this.
§ Section 18 Supplement to Section 12 Applicable Law, Place of Jurisdiction, Online Dispute Resolution
18.1 Place of performance for all liabilities from the contract with the entrepre- neur is Sarajevo.
18.2 The place of jurisdiction for all legal disputes arising from and in connection with the business relationship with the entrepreneur is Saraejvo, if the en- trepreneur is a businessman or has no general place of jurisdiction in Bosnia and Herzegovina, or after the contract has been concluded, his place of residence or habitual residence has been moved from Bosnia and Herzegovina or his place of residence or personal residence is not known at the time the lawsuit is filed. Xylon Corporation d.o.o. is also entitled to file suit at the general place of jurisdiction of the entrepreneur. (Deviation from § 12 No. 12.3)