1. Scope of Application
These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services provided by FORWARD VENTURES INTERNATIONAL LTD. They govern the contractual relationship between us and our customers in a conclusive manner. Any conflicting or deviating provisions are not recognized unless they have been explicitly confirmed in writing by us.
Our GTC apply equally to consumers, entrepreneurs, and legal entities under public law or special funds under public law, unless specific regulations have been agreed upon. In contracts with entrepreneurs as defined in § 14 BGB, additional special provisions, which are highlighted separately in these terms, shall also apply.
These GTC also apply to all future business relationships, even if they are not expressly agreed upon again. We reserve the right to amend the GTC, whereby the changed conditions shall only apply after the explicit consent of the customer.
In the event that individual provisions of these GTC are or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision.
Additional or deviating agreements, including side agreements, require written confirmation by FORWARD VENTURES INTERNATIONAL LTD to be legally effective. This applies in particular to changes of deadlines, conditions, or other contractual obligations.
2. Conclusion of Contract
Our offers are always non-binding and subject to change. They merely constitute an invitation for the customer to submit an offer. A contract is only concluded upon our written order confirmation or by the execution of the order. Automatically generated confirmations, as are common in online orders, do not constitute a legally binding acceptance.
Customer orders are considered binding offers within the meaning of § 145 BGB. We may accept this offer within 14 days by sending a written order confirmation or by delivering the ordered goods. If the order is not confirmed or executed within this period, it shall be deemed rejected.
The customer is obliged to provide complete and correct information in his order. Inaccurate or incomplete information that leads to delays or additional costs shall be at the sole expense of the customer. We will only verify the data provided by the customer within the scope of our technical possibilities.
All documents provided in connection with the order, including drawings, plans, or specifications, remain our property and may not be copied or made accessible to third parties without our explicit consent. Should a contract not be concluded, all documents must be returned immediately.
The customer expressly agrees to these General Terms and Conditions by submitting his offer. Any rejection of these conditions must be made in writing before the conclusion of the contract and confirmed by us. Otherwise, our GTC shall apply even if the customer uses his own deviating business conditions.
Changes or additions to the contract require written form to be legally effective. Oral side agreements made before or at the time of contract conclusion are only valid if confirmed in writing. This applies in particular to statements made by employees, representatives, or agents.
3. Prices and Payment Terms
All indicated prices are in Euros (EUR) and do not include the statutory value added tax, unless explicitly stated otherwise. The prices are based on ex-warehouse terms, including standard packaging, but excluding transport, delivery, or any other shipping costs, which will be charged separately. At the customer’s request, additional services, such as special packaging or specific shipping options, may be offered and billed separately.
Invoices are due for payment within 7 calendar days from the invoice date without deduction, unless a deviating payment term has been agreed upon in writing. Payment is considered complete only when the full amount has been irrevocably credited to our bank account. Discount deductions or other rebates require an explicit written agreement.
In the event of payment delay, we are entitled to charge default interest at a rate of 9% above the applicable base rate in accordance with § 288 (2) BGB. In addition, we are entitled to charge a flat reminder fee of 40 Euros per reminder. Further claims for damages remain unaffected. In the event of continued payment delay, we reserve the right to provide further deliveries or services only against advance payment or collateral.
We reserve the right to require an advance payment of up to 100% of the total amount from new customers or in the case of large orders. The payment conditions for such cases will be agreed upon individually and in writing. If these payment deadlines are not met, we are entitled to unilaterally terminate the contract and, if applicable, claim damages for non-performance.
The customer is only entitled to set off if his counterclaims are legally established, undisputed, or have been acknowledged by us in writing. A right of retention may only be asserted by the customer if it is based on the same contractual relationship and his counterclaims are legally established or undisputed.
If circumstances come to light after the conclusion of the contract that indicate a significant deterioration of the customer’s financial situation (e.g., insolvency, payment delays with other creditors), we are entitled to demand immediate payment of all outstanding claims and to withhold delivery until full payment is received, or to withdraw from the contract.
All claims arising from this contractual relationship may, at our discretion, be assigned to third parties. The customer will be notified of this in writing. Payments with discharge effect may only be made to the new creditor from that point onward.
4. Deliveries
Deliveries and services are always made from our warehouse. At the customer’s request, the goods may be shipped to another location. In this case, shipping and delivery shall be at the expense and risk of the customer.
Delivery deadlines are only binding if expressly confirmed by us in writing as binding. An indication of delivery dates in the order confirmation does not constitute a binding commitment.
We are exempt from liability for meeting delivery deadlines in cases of force majeure, strikes, operational disruptions, transport disturbances, or other circumstances not caused by us. In such cases, the buyer shall have no claim for damages or cancellation rights unless the delivery delay was caused intentionally or through gross negligence by us.
In the event of a delivery delay not caused intentionally or through gross negligence by us, we are liable for each full week of delay within the framework of a flat delay compensation amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
Should the customer be in default of acceptance or culpably violate cooperation obligations, we are entitled to claim compensation for the resulting damage, including any additional expenses. In such a case, the risk of accidental loss or deterioration of the goods passes to the customer at the time when he is in default of acceptance or debtor default.
5. Transfer of Risk
The risk of accidental loss or deterioration of the goods transfers to the customer upon dispatch from our warehouse, but at the latest upon leaving the factory or warehouse. This applies regardless of whether the shipment of the goods is made from the place of performance or who bears the freight costs.
6. Retention of Title
We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to future deliveries, even if we do not explicitly refer to it each time. In the event of a breach of contract by the customer, in particular in the event of payment default, we are entitled to take back the purchased item.
The customer is obliged to handle the purchased item with care until the transfer of ownership is complete and to insure it adequately against theft, fire, and water damage at its replacement value at his own expense. Should maintenance or inspection work be required, these must be carried out in a timely manner at the customer’s own expense.
The customer may resell the retained goods in the ordinary course of business. The claims arising from the resale against third parties shall be assigned by the customer to us in the amount of the invoiced final amount. We hereby accept this assignment. The customer remains authorized to collect these claims as long as he meets his payment obligations properly.
Should the retained goods be processed, mixed, or transformed, this shall always be carried out for us as the manufacturer. In the event of processing or combining with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the value of the retained goods relative to the other processed items.
We undertake to release the securities due to us upon the customer’s request, provided that the realizable value of the securities exceeds our claims by more than 20%.
7. Transfer of Risk
If the goods are shipped at the customer’s request, the risk transfers with dispatch from our warehouse, but at the latest upon leaving the factory/warehouse, in the event of accidental loss or deterioration of the goods.
This applies regardless of whether the shipment of the goods is made from the place of performance or who bears the freight costs.
8. Retention of Title
We retain ownership of the delivered item until full payment of all claims arising from the delivery contract.
This also applies to all future deliveries, even if we do not always explicitly refer to it.
We are entitled to take back the purchased item if the customer behaves in breach of contract.
The customer is obliged to handle the purchased item with care as long as the ownership has not passed to him.
In particular, he is obliged to insure it adequately against theft, fire, and water damage at its replacement value at his own expense.
The aforementioned provision does not apply to the order and delivery of used items (e.g., carts).
If maintenance and inspection work is required, the customer must carry it out in a timely manner at his own expense.
As long as ownership has not passed, the customer must immediately notify us in writing if the delivered item is subject to seizure or otherwise affected by third-party interventions.
If the third party is unable to reimburse us for the court and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
9. Refund of Claims
The customer is entitled to resell the retained goods in the normal course of business.
The claims against the purchaser arising from the resale of the retained goods are hereby assigned by the customer to us in the amount of the final invoiced amount (including VAT) as agreed with us.
This assignment applies regardless of whether the purchased item is resold without or after processing.
The customer remains authorized to collect the claim even after the assignment.
Our authority to collect the claim ourselves remains unaffected by this.
However, we will not collect the claim as long as the customer meets his payment obligations from the collected revenues, is not in default of payment, and has not applied for the opening of insolvency proceedings or is not in a state of payment suspension.
10. Processing and Transformation
The processing or transformation of the purchased item by the customer shall always be carried out in our name and on our behalf.
In this case, the customer’s right of anticipation to the purchased item shall continue on the transformed item.
If the purchased item is processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item relative to the other processed items at the time of processing.
The same applies in the event of mixing.
If the mixing is carried out in such a way that the customer's item is regarded as the main item, it is agreed that the customer transfers a proportional co-ownership to us, and the resulting sole or joint ownership is held for us.
11. Release of Securities
To secure our claims against the customer, the customer also assigns to us those claims that arise for him against a third party due to the connection of the retained goods with a property.
We hereby accept this assignment.
We undertake to release the securities due to us upon the customer’s request, provided that their value exceeds the secured claims by more than 20%.