General terms and conditions of tonpool Medien GmbH

- Status: January 2020 -

§ 1 General

1. The following terms of delivery and payment shall apply to the entire business relationship of tonpool Medien GmbH with its customers/orderers and shall be binding upon placing an order.
recognized. They apply exclusively. Conflicting or deviating general terms and conditions of the customers have no validity, even if the tonpool Medien GmbH does not contradict these expressly. 

2. Agreements deviating from these terms of delivery and payment are only legally binding if they are expressly confirmed in writing by tonpool Medien GmbH.

3. OK Logistics GmbH & Co. KG is the service provider for the logistics and the dispatch of the goods. The delivery takes place from their warehouse in Boizenburg.

§ 2 Conclusion of contract

1. The order of goods from the current delivery program of tonpool Medien GmbH is a binding offer of the customer. tonpool Medien GmbH can accept this offer by sending an order confirmation within weeks after receipt of the offer or alternatively by sending the customer the ordered goods within this period.

2. tonpool Medien GmbH is not obliged to deliver goods that are no longer in stock, even if they are still listed in the offer lists of tonpool Medien GmbH.

§ 3 Prices

1. All prices are quoted in EURO (€) plus the statutory VAT.

2. Invoices shall show the legally applicable VAT rates separately and shall be an integral part of the invoice.

3. All deliveries are made at the tonpool Medien GmbH list prices valid on the day of delivery, whereby changes are expressly reserved at any time. If a delivery is made at net prices or within the scope of a special price campaign, such a delivery is excluded from any further discounts.

4. the respective invoice is considered correct and binding, if it is not complained about in writing by one of the parties within 12 months after invoicing.

§ 4 Shipping, Delivery and Costs

1. The ordered goods will be professionally packed and handed over by tonpool Medien GmbH immediately to a transport company determined by tonpool Medien GmbH at the risk of the customer. Tonpool Medien GmbH is not liable for damages which occur after handover to the transport company. Partial deliveries are permissible, provided that no other agreements are made with the customer/orderer. In the case of partial deliveries, no further shipping costs are incurred.

2. tonpool Medien GmbH reserves the right to withhold processed orders until full payment of the outstanding invoices or to demand advance payments or securities in the event of the customer's payment arrears for previous deliveries from tonpool Medien GmbH. The respective first three (3) deliveries of new customers are regularly made only by cash on delivery.

3. with an order value of less than 100,- EURO, the forwarding expenses amount to EURO (€ 3, -) per transmission, otherwise the dispatch is free of charge. A flat-rate fee of EURO and Cent (€ 3,-) will be charged for each cash on delivery shipment.

§ 5 Payment and default

1. The preferred method of payment is direct debit. Payments must be made exclusively to tonpool Medien GmbH. The goods invoices of tonpool Medien GmbH are due after fourteen (14) days, for payment within seven (7) days we grant two percent (2%) discount. For the timeliness of the payment it depends exclusively on the receipt or the crediting on one of the business accounts of tonpool Medien GmbH. The right to deduct a discount presupposes that the customer is not in default with other payments. The discounting of invoice amounts also results in the discounting of credit amounts in the case of a credit note.

2. The customer shall be in default of payment after expiry of the respective payment period printed on the invoice. Otherwise, the statutory provisions shall apply.

3. if the customer is in default of payment, if he stops his payments completely or if an application for the opening of insolvency proceedings has been filed or if insolvency proceedings are opened against his assets, all outstanding claims of tonpool Medien GmbH become due immediately. 4. in the event of default in payment, tonpool Medien GmbH is entitled, even without express reminder, to demand default interest at a rate of nine percent (9%) p.a. above the respective valid base interest rate according to § 247 BGB (German Civil Code). If tonpool Medien GmbH can prove a higher damage caused by delay, tonpool Medien GmbH is entitled to assert this. Any dunning fees and legal costs incurred are to be paid by the customer.

§ 6 Complaints;

Returns and Reshipment

1. Complaints due to obvious material defects, wrong deliveries and/or quantity deviations can only be accepted if they are received in writing by tonpool Medien GmbH within fourteen (14) days after receipt of the consignment by the customer. The delivery note and invoice must be enclosed with each complaint. Otherwise the contents of the delivery shall be deemed to be in accordance with the delivery note and free of recognisable defects. Defects that cannot be detected at first must be reported in writing immediately after discovery. A complaint period of one month applies for these defects one year after delivery of the goods as an exclusion period.

2. Unless a separate written agreement has been made with the customer, returns due to incorrect disposition by the customer are generally excluded. Returns agreed in writing will be credited to the customer as soon as possible at the currently valid list price less any discounts granted. In the case of returns from special price campaigns, the respective price of the goods on delivery shall apply.

3. should returns (complaints or returns) take place, these must be provided in each case with an appropriate valid return sticker of tonpool Medien GmbH. All returns may only be made free of charge and only to tonpool Medien GmbH; c/oOK Logistics GmbH & Co. KG, Itzehoer Straße 31-33, D-24594 Hohenwestedt. Items that have not been franked or items without stickers will not be accepted. In all other respects, the General Returns Regulation of tonpool Medien GmbH in its current version also applies to all returns.

4. Returned goods must be in a saleable condition, unless the complaint relates precisely to this condition. tonpool Medien GmbH expressly reserves the right to make appropriate deductions from the credit note amount in the case of improperly delivered or damaged goods; this also applies in particular to damage to the packaging sleeves.

§ 7 Retention of title

1. The delivered goods remain the property of tonpool Medien GmbH until the complete fulfillment of all the tonpool Medien GmbH due to the respective purchase contract and the claims against the respective customer, including VAT, shipping costs, cost lump sum and any interest on arrears, regulated in the general terms and conditions of delivery and payment, the property of tonpool Medien GmbH. The customer keeps the goods delivered by tonpool Medien GmbH in safe custody with due diligence, but is entitled to resell them in the ordinary course of business.

In return, the customer assigns to tonpool Medien GmbH in advance all claims in the amount of the final invoice amount (including VAT), which accrue to him from the resale of the delivered goods against his customer or third parties (extended retention of title). tonpool Medien GmbH accepts this assignment already now. However, the customer is also authorised to collect the claim resulting from the resale after the assignment of the claim to tonpool Medien GmbH.

2. If the provisions of the German Commercial Code apply to the customer, the retention of title to the delivered goods continues to apply to all claims which tonpool Medien GmbH has from current business relationships and which have not yet been settled (current account retention).
At the customer's request, tonpool Medien GmbH waives the retention of title from a delivery of goods if the customer has fulfilled all claims in connection with the delivery and there is adequate security for the remaining claims from the current business relationship.

Furthermore, tonpool Medien GmbH undertakes to release the securities to which it is entitled at the customer's request insofar as the realisable value of the securities exceeds the claims to be secured by more than ten (10) % not only in the short term.

3. As long as the retention of title to the goods exists, pledging, transfer by way of security and any other transfer of the delivered goods by the customer which impairs the security, with the exception of resale in the ordinary course of business, are not permitted. If goods delivered under retention of title by tonpool Medien GmbH or claims assigned to tonpool Medien GmbH are attached or confiscated by third parties, the customer has to inform the enforcement officer of the retention of title or the assignment by way of security and to inform tonpool Medien GmbH immediately by notification of the protocol of attachment and confiscation.
In these cases, the customer is obliged to bear the costs of measures for the removal of the seizure or seizure.

4. if the customer is in default of payment or if he stops his payments completely or if an application for the opening of insolvency proceedings has been filed or if insolvency proceedings are opened over his assets or if he does not comply with his contractual obligations in any other way, the customer has immediate access at the request of tonpool Medien GmbH to the goods which are still available in the conditional ownership of tonpool Medien GmbH and to grant tonpool Medien GmbH all necessary to provide information on their own collection of the claims subject to extended retention of title. Furthermore, tonpool Medien GmbH has the right to revoke the customer's right of resale in writing in the aforementioned cases.

§ 8 Renting, rental and duplication of goods of tonpool Medien GmbH Renting, rental or similar transactions (e.g. sale with right of return) as well as duplication of goods delivered by tonpool Medien GmbH is only permitted with the express, prior and written consent of tonpool Medien GmbH, unless this is expressly permitted by copyright law. The same applies to any transfer of audio/video recordings to tape, foils and other sound carriers or feeding into any electronic databases and networks.

§ 9 General provisions

1. If individual provisions of these terms and conditions are declared invalid in whole or in part by a court of law, the validity of the remaining provisions or parts of these provisions shall not be affected thereby.

2. For the contractual relations between tonpool Medien GmbH and its customers German law is exclusively applicable.

§ 10 Place of performance and jurisdiction

Place of performance is the place from which the delivery is made, currently the goods and dispatch warehouse of the current service provider of tonpool Medien GmbH, OK Logistics GmbH & Co. KG in Boizenburg.

The place of jurisdiction shall be the registered office of tonpool Medien GmbH in Burgwedel, Germany, unless another jurisdiction is mandatory.