General Terms and Conditions (B2B)
Applicable exclusively to business entities, commercial enterprises, corporations, and public legal bodies (B2B pursuant to § 14 German Civil Code / BGB).
§ 1 Scope & Exclusive B2B Application
(1) These General Terms and Conditions govern all commercial quotations, sales contracts, and delivery agreements between Upswings Enterprise (hereinafter “Seller”) and commercial clients (hereinafter “Buyer”).
(2) The Seller does not enter into agreements with consumers. By submitting an RFQ or placing an order, the Buyer warrants that they are acting in a commercial or self-employed capacity (§ 14 BGB).
§ 2 Catalog Presentations & Contract Formation
(1) Catalog displays on the website are non-binding invitations to request a formal quotation (invitatio ad offerendum).
(2) A binding contract is formed exclusively upon formal written acceptance by the Buyer of a commercial quotation issued by the Seller, or through mutual signing of a supply agreement.
§ 3 Pricing, Taxes & Payment Terms
(1) All quoted prices are net in Euro (EUR) or US Dollars (USD), exclusive of applicable statutory Value Added Tax (VAT) and freight costs unless designated otherwise (e.g. DDP terms).
(2) Payment terms (e.g. 14 days net, wire transfer in advance) are specified in the individual quotation or commercial invoice.
§ 4 Delivery, Transfer of Risk & Inspection (§ 377 HGB)
(1) Delivery terms conform to agreed Incoterms® 2020 rules (e.g. DAP, DDP, FCA).
(2) The Buyer is obligated to inspect the goods immediately upon delivery in accordance with § 377 German Commercial Code (HGB) and notify the Seller of any evident transport damage or defects without undue delay.
§ 5 Applicable Law & Place of Jurisdiction
(1) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with these contracts is Kaiserslautern, Germany.