B2B Terms

1. Scope and general
All services provided by byMi for the customer are carried out exclusively on the basis of the following general terms and conditions. Deviating regulations only apply if they have been agreed in writing between byMi and the customer.

2. Conclusion of contract
Contracts are concluded through the customer's order (offer) and its confirmation by the seller or the delivery of the goods (acceptance). In the case of payment in advance, receipt of the invoice is deemed to be a declaration of acceptance.
A contractual obligation for the seller only arises when the confirmation letter is received by the buyer.
The buyer, unless he is the business owner, declares that he is authorized to conclude this contract as a vicarious agent.

3. Delivery conditions
In the event of delays in delivery, such as due to orders from higher authorities, force majeure and traffic disruptions as well as other events for which byMi is not responsible, no claim for damages can be made against byMi.
Unless otherwise agreed, the ordered goods will be sent to the shipping address provided by the customer.

4. Prices, payment and delivery
All prices quoted are plus VAT and exclusive of packaging and shipping.
When paying in advance or by invoice, the purchase price is due 20 days after receipt of the invoice. If payment is not received by the seller on time, the seller is entitled to withdraw from the contract.
As long as the customer is in arrears with a payment, the seller is entitled to demand default interest of eight percentage points above the base interest rate. The assertion of further damages remains unaffected by this regulation.
The customer is only entitled to offset against claims from the seller if the claim to be offset has been acknowledged by the seller or the existence of the claim has been legally established.
Shipping is carried out at the customer's expense and risk, even for shipments that are free of shipping costs for the customer. The risk is transferred to the customer as soon as the shipment has been handed over to the person or company carrying out the transport. If the shipment is delayed due to the customer's behavior, the risk is transferred to the customer when the readiness for shipment is announced.
The delivery times on offers are non-binding and assume the availability of the products offered. The delivery times stated in the order confirmation are to be understood as the planned delivery date.
byMi is free to choose the shipping method and shipping company. If advance payment has been agreed, the delivery time begins when byMi receives payment.
In any case, byMi reserves the right to withdraw from the order if there is no credit limit at the time of delivery.

5. Retention of title
The parties have agreed on an extended retention of title for the goods delivered by byMi. The goods delivered remain the property of byMi until they have been paid for in full. If the contractual partner breaches the contract, in particular if payment is delayed, byMi is entitled to demand the return of the reserved goods. Access by third parties to goods that are the property of byMi must be reported to byMi immediately. The contractual partner must bear the costs that arise from such access, such as the implementation of third-party objection actions or the like. The contractual partner hereby assigns in full to byMi any claims arising from the resale or other legal grounds relating to the reserved goods.

6. Transfer of risk, obligation to inspect and give notice of defects
The customer must immediately check the accuracy of the order confirmation. If a possible error is not reported within 24 hours, this order confirmation is deemed to have been accepted, even if this means that the delivery is not as originally desired.
In the event of non-fulfillment of the contract by the Seller, in particular in cases of force majeure, serious political unrest, industrial action and shortages of raw materials on the procurement markets, the Seller shall not be liable for the impossibility of delivery and any claim for damages shall be excluded.
Defects and shortages must be reported within 24 hours of the items being handed over to the delivery address, and hidden defects must be reported within two days of discovery upon receipt of the goods. If the customer fails to report a defect within this period, the goods are deemed to have been approved.
Defects in parts of the delivery do not entitle you to complain about the entire delivery.

byMi has the right to make repairs or provide replacements within a reasonable period of time (right to a second offer). In the event of delayed, omitted, impossible or unsuccessful repairs or replacements, the client can demand a reduction in the remuneration. Any further warranty and liability for damages, in particular if repairs fail due to delay or poor performance of repair obligations and consequential damages, are excluded.

If the impossibility is not attributable to byMi, byMi is entitled to withdraw from the contract. In such a case, the contractual partner cannot assert any claim for damages.
Minor changes in shape, other minor optical changes, as well as minor technically unavoidable deviations in quality, color, size, features or design cannot be objected to. Justified returns will only be accepted after prior notification.

7. Copyright
All logos, images and graphics shown are the property of byMi. They are subject to legal copyright law.

8. Limitations of Liability
Liability for damages resulting from simple negligence on the part of byMi or one of its vicarious agents is excluded unless a duty has been violated whose compliance was of particular importance for the performance of the contract.
Liability for other damages incurred by the contractual partner as a result of a delay for which byMi is responsible, an impossibility for which byMi is responsible or a breach of an obligation that is of particular importance for achieving the purpose of the contract is limited to such damages that are typical and foreseeable due to the contractual use of the goods. Liability is limited to the amount of the purchase price.
Any further liability, in particular for damages not caused by the goods themselves, for lost profits or other financial losses of the contractual partner is excluded.

9. Final provisions
Other agreements and declarations of intent must be in writing.
The buyer expressly declares that he has a complete commercial operation, the nature and scope of which requires a commercially organized business operation. The place of performance and jurisdiction for both contracting parties is Cologne.
The law of the Federal Republic of Germany shall apply exclusively, excluding the laws governing the international sale of movable goods, even if the contracting party has its registered office abroad.
The business language is German.
Should individual provisions of the contract, including these regulations, be or become invalid in whole or in part, or should the contract contain a regulatory gap, the validity of the remaining provisions or parts of such provisions shall remain unaffected. The respective statutory regulations shall take the place of the invalid or missing provisions.
Conflicting conditions offered to the Seller will only become part of the contract if they are expressly acknowledged by the Seller in his written order confirmation.

as of 2024