Owner of the domain kai-europe.com and MDStV Responsible according to § 6 MDStV and § 8 TDG:
kai Europe GmbH
Kottendorfer Strasse 5
CEO: Koji Endo
Amtsgericht Wuppertal HRB15182
Phone: +49 (0)212-232380
Responsible for technical implementation and design:
Phone: +49 (0)211-92417701
General Terms and Conditions of Sale
Sect. 1 Preamble:
- These General Terms and Conditions of Sale (“standard terms”) shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- These standard terms shall also govern all future transactions between the parties and shall also apply if kai Europe performs delivery despite kai Europes’s knowledge of differing or contrary terms.
- These Standard Terms shall only apply vis á vis entrepreneurs, governmental entities and special governmental estates within the meaning of sec. 310 para. 1 German Civil Code (BGB).
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice and/or other document of information issued by kai Europe shall be subject to correction without any liability on the part of kai Europe.
Sect. 2 Orders:
Insofar as the order constitutes an offer within the meaning of § 145 German Civil Code (BGB) kai Europe is entitled to accept the offer within 21 days after submittal.
Sect. 3 Quality of the goods:
- The agreed quality of goods includes only those characteristics and features specified in the offer/ order confirmation. Other or more far-reaching characteristics and features will only be regarded as agreed quality if expressly agreed in writing with the buyer.
- Samples are deemed non-binding. Initial samples, indications of dimensions, weights and performance, as well as illustrations and analysis information only reflect approximate values.
Sect. 4 Advertising material and trade fair equipment
- Supplied advertising material and fair trade equipment may only be used for the agreed purpose the agreed period and the agreed exhibition venue.
- kai Europe reserves the right of supplied advertising material and trade fair equipment. The buyer commits to support all measures taken in order to protect the title to or security interests in the retained goods.
- kai Europe shall have the right to take back supplied advertising material and trade fair equipment immediately if the buyer violates any obligations; the buyer shall be obliged to return the delivery items immediately.
- Pledging and/or assignment as security of the supplied advertising material and trade fair equipment are not permitted.
- If third parties take up steps to pledge to otherwise dispose of the supplied advertising material and trade fair equipment, the buyer shall immediately notify kai Europe in order to enable kai Europe to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the buyer fails to do so in due time he will be held liable for any damages caused.
- The buyer is under an obligation to take out adequate insurance covering the advertising material and/or trade fair equipment for their list sales price against the usual risks (theft, fire-, water damage). The buyer hereby assigns to kai Europe any claims against the insurance company which may accrue to him in the event of damage or loss. kai Europe hereby accepts this assignment.
Sect. 5 Prices:
- Prices are in Euro (€), exclusive of the respective statutory VAT and exclusive taxes, custom duties and/or charges in accordance to the current legal amount.
- Customary packaging is included in the price; any costs arising of special packaging requested by the buyer will be charged separately.
- Unless otherwise expressly agreed, prices are ex warehouse kai Europe, Germany (“EXW kai Europe, Germany”) – Incoterms 2010 – including normal packaging. If no price is expressly agreed in writing, the prices specified on kai Europe’s current price list will apply.
Sect. 6 Terms of payment:
- The purchase price is due and payable within 10 calendar days from the date of invoice without any deductions. Payment will be regarded as punctual if it is credited to kai Europe’s account in time.
- From the due date default interest in the amount of 8 percentage points above the respective base interest rate of the ECB p.a. shall accrue. kai Europe reserves the right to claim further damages for delay.
- Payment shall be effected by interbank payment transaction only; no cheque or bill of exchange will be considered as fulfillment of the payment obligation.
- kai Europe reserves the right to demand security for payment and/or advance payment.
- The buyer is only permitted to hold back payments and/or offsets against counterclaims if and to the extent the counterclaims are undisputed or established at law and due for payment. The assignment of claims against kai Europe is subjected to kai Europe’s approval.
- All agreed price discounts on the price shown in the contract and all agreed rebates of any kind whatsoever will cease to apply entirely if the buyer is fully or partially in default to kai Europe with his payment and/or acceptance obligations.
Sect. 7 Delivery:
- Unless otherwise expressly agreed deliveries will be ex warehouse kai Europe, Germany (“EXW kai Europe, Germany”) – Incoterms 2010.
- Part deliveries are permissible, if acceptable by the buyer, unless they are expressly excluded.
- Product and service delivery deadlines will only be binding if kai Europe has expressly confirmed them in writing.
- kai Europe will not be held in default of its products or service delivery obligations until a reasonable extension of deadline has been granted to kai Europe and has expired.
- In case of default in acceptance or other breach of duties to cooperate by the purchaser kai Europe is entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate. kai Europe shall arrange for the storage of the goods at the risk and cost of the buyer. If required by the buyer kai Europe shall insure the goods at the cost of the buyer.
- If loading aids (pallets etc.) are used for the transport of the goods, the buyer is obliged to return the same number of loading aids of the same quality. If the buyer fails to meet this obligation before the expiry of an appropriate granted deadline, the buyer will owe kai Europe the sum required to purchase the same number of loading aids of the same quality.
Sect. 8 Passing of Risks:
- The risk of the accidental destruction of or accidental deterioration to the goods will pass to the buyer as soon kai Europe will have handed the goods over for shipping to a forward agent, a carrier or any other person commissioned to transport the goods.
- If the goods are ready for shipping and shipping is delayed for reasons for which kai Europe is not responsible, the risk will pass when the buyer receives notification of shipping.
- In the case of goods to be delivered free harbor Hamburg „DDP Hamburg Containerdepot“ - Incoterms 2010 – free harbor Rotterdam “DDP Rotterdam” - Incoterm 2010 - or Frankfurt/Main airport „DDP Flughafen Frankfurt/Main“ - Incoterms 2010 - Dusseldorf airport “DDP Flughafen Düsseldorf” - Incoterm 2010 - Cologne airport “DDP Flughafen Köln” - Incoterm 2010 - the risk of the accidental destruction of or accidental deterioration to the goods will pass to the buyer at the time when kai Europe notifies the buyer that the goods are available for collection.
Sect. 9 Retention of Title:
- Notwithstanding delivery and the passing of risk in the goods (“retained goods”), or any other provision of these standard terms kai Europe reserves the right of property of the goods until a complete payment of the price of the goods and all other liabilities resulting from kai Europe’s current trade relationship with the buyer. The buyer commits to support all measures taken in order to protect the title to or security interests in the retained goods.
- The buyer is entitled to sell the retained goods in the normal course of business, provided that he does not fall into arrears with payments to kai Europe or if there is a substantial deterioration in the buyer‘s financial position. The buyer assigns to kai Europe its claims under the resale of the retained goods. The assignment includes all ancillary rights and those claims of the Buyer regarding the retained goods which arise on a different legal ground against its buyers or third parties. kai Europe hereby accepts the assignment.
- kai Europe shall have the right to withdraw from the contract and take back the delivery items if the buyer violates any obligations, especially in the case of payment delay; the buyer shall obliged to return the delivery items.
- Pledging and/or assignment as security of the retained goods are not permitted.
- If third parties take up steps to pledge to otherwise dispose of the goods, the buyer shall immediately notify kai Europe in order to enable kai Europe to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the buyer fails to do so in due time he will be held liable for any damages caused.
- The buyer is under an obligation to take out adequate insurance covering the reserved goods for their true value against the usual risks (theft, fire-, water damage) and to store them in such a way as to ensure that our property is not jeopardized. The buyer hereby assigns to kai Europe any claims against the insurance company which may accrue to him in the event of damage or loss. kai Europe hereby accepts this assignment.
Sect. 10 Rights and obligations in the case of defects
- Precondition for any warranty claim of the buyer is the buyer’s full compliance with all requirements regarding inspections and objection established by sec. 377 German Commercial Code (HGB). Complaints about defects capable of being discovered on delivery are to be documented and must be notified to kai Europe immediately in writing. Defects which could not be discovered by a proper inspection of the item concerned (latent defects) are to be documented and must be notified to kai Europe immediately after their disclosing in writing.
- The buyer may only assert claims based on the supply of an incorrect quantity if a complaint was made about the incorrect quantity immediately on receipt and a written record was made on the delivery note or another shipping document.
- Before goods which have been the subject of complaint are sold on, kai Europe must be given the opportunity to investigate the complaint.
Sect. 11 Liability and statutes of limitations:
- kai Europe shall be liable without imitation for damage caused with intent, for guarantees given in writing and in case of culpable damage to life, body or health. The liability under the mandatory provisions of the German product liability law applicable from time to time remains unaffected.
- Notwithstanding the liability of kai Europe according to section 11.1., kai Europe shall not be liable for financial loss or consequential damages, for loss of profit, loss of production, interruption of business, contractual claims of third parties, lost usage, financing expenditure, interest loss and claims under a covering purchase.
- Any further liability of kai Europe shall be excluded.
- The buyers’ claims become statute-bared after one year from the date of delivery.
Sect. 12. Intellectual Property:
The buyer shall not be entitled to reproduce, copy, make available to third parties or otherwise disclose the documents, illustrations, drawings, performance specifications in brochures, cost estimates and data sheets, etc. unless assented in writing by kai Europe or to use these documents in any manner conflicting with kai Europe’s interests.
Sect. 13 Choice of Law and Place of Jurisdiction:
- The contractual situation between kai Europe and the buyer shall be governed exclusively by and construed in accordance with the laws of Germany excluding the conflict-of-law-rules. The application of the United Nations Convention on Contracts for the International Sales of Good (CISG) is excluded.
- Each party agrees to submit the jurisdiction of the court of Solingen, provided that the buyer is a businessman, a governmental entity or a special governmental estate. kai Europe shall also have the right to bring a claim before a court at the buyer’s domicile.
Sect. 14 Other provisions:
- If any provision of the Standard Terms is invalid, the remaining provisions shall continue to be force.
- All agreements, including covenants, must made in written form to be valid. This form requirement can be waived only in writing.
- The contractual language in the territory of German speaking countries in Europe is German, outside this territory English.
- If the meaning of any English term contained in this agreement differs from the meaning of the respective German term, the meaning of the German term shall prevail.
The author reserves the right not to be responsible for the topicality, correctness, completeness or quality of the information provided. Liability claims regarding damage caused by the use of any information provided, including any kind of information which is incomplete or incorrect,will therefore be rejected. All offers are not-binding and without obligation. Parts of the pages or the complete publication including all offers and information might be extended, changed or partly or completely deleted by the author without separate announcement.
Referrals and links:
The author is not responsible for any contents linked or referred to from his pages - unless he has full knowledge of illegal contents and would be able to prevent the visitors of his site fromviewing those pages. If any damage occurs by the use of information presented there, only the author of the respective pages might be liable, not the one who has linked to these pages. Furthermore the author is not liable for any postings or messages published by users of discussion boards, guestbooks or mailinglists provided on his page.
The author intended not to use any copyrighted material for the publication or, if not possible, to indicate the copyright of the respective object. The copyright for any material created by the author is reserved. Any duplication or use of objects such as images, diagrams, sounds or texts in other electronic or printed publications is not permitted without the author's agreement.
If the opportunity for the input of personal or business data (email addresses, name, addresses) is given, the input of these data takes place voluntarily. The use and payment of all offered services are permitted - if and so far technically possible and reasonable - without specification of any personal data or under specification of anonymized data or an alias. The use of published postal addresses, telephone or fax numbers and email addresses for marketing purposes is prohibited, offenders sending unwanted spam messages will be punished.
Legal validity of this disclaimer:
This disclaimer is to be regarded as part of the internet publication which you were referred from. If sections or individual terms of this statement are not legal or correct, the content or validity of the other parts remain uninfluenced by this fact.