General Terms and Conditions for Business Customers, English Version
1. General
1.1. We are Kazi Yetu UG, Stegelkoppel 12, 23560 Lübeck, Germany (“Kazi Yetu”) and these are our General Terms and Conditions of Sale and Delivery (“GTC”) for the sale of our products to commercial traders (“Traders”).
1.2. These General Terms and Conditions of Sale and Delivery apply only to entrepreneurs (§ 14 BGB) as well as to legal entities under public law and special funds under public law.
1.3. The General Terms and Conditions of Kazi Yetu apply exclusively. Conflicting, deviating or supplementary terms and conditions of the merchant are not recognized by Kazi Yetu, unless Kazi Yetu has agreed to their validity in text form. These Terms and Conditions shall also apply if Kazi Yetu carries out the delivery without reservation in knowledge of the Trader’s terms and conditions.
1.4. Individual agreements made with the Trader in individual cases (including side agreements, supplements and amendments) have priority over these GTC. Such individual agreements must be concluded in writing.
1.5. The contract language is German or English.
2. Conclusion of contract, minimum order value
2.1. Information about the products and prices are subject to change and non-binding.
2.2. The product illustrations in catalogs or other documents or on our homepage do not always have to correspond to the actual appearance of the delivered products. Likewise, changes in appearance and product specifications may occur in the event of product range renewals.
2.3. The order of the products by the Trader is considered a binding offer of contract (“offer”). The order can be placed either in the B2B area of our website or by e-mail (hello@kazi-yetu.com). Kazi Yetu is entitled to accept this contract offer within 14 days after its receipt. A contract is only concluded by Kazi Yetu’s acceptance, either by an order confirmation or at the latest by delivery of the products to the customer (“Acceptance”).
2.4. For the first order of a retailer a minimum order value of EUR 120.00 applies. For the first order of a wholesaler a minimum order value of EUR 500.00 applies.
3. Delivery date, (partial) delivery and withdrawal in case of obstacles to performance
3.1. Delivery is made from our warehouse in Stuttgart.
3.2. Upon request of the Trader, the order will be shipped to a specified destination (mail order). Unless otherwise agreed, Kazi Yetu is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.
3.3. Irrespective of whether a shipment is carried out by the Trader himself or by a third party, the risk passes to the Trader as soon as the loading of the provided shipment is started or the Trader does not comply with the obligation to accept the goods.
3.4. If the agreed shipment is delayed due to circumstances Kazi Yetu is not responsible for, the risk of loss or deterioration of the segregated goods shall pass to the Trader upon receipt of the notice of readiness for shipment by the Trader.
3.5. If the Trader is in default of acceptance, Kazi Yetu is entitled to store the goods at the risk and expense of the Buyer for the duration of the Trader’s default of acceptance. Kazi Yetu may also use a carrier or a warehouse keeper for this purpose. Kazi Yetu is entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, a lump sum for damages in the amount of 5% of the net invoice value of the stored order per month is agreed upon, but not more than Euro 100.00. Kazi Yetu is entitled to prove and charge actually higher costs. The Buyer is entitled to prove that no or lower storage costs have been incurred.
3.6. Unless otherwise agreed, the goods will be delivered to the Trader in customary packaging.
3.7. The delivery period will be communicated by Kazi Yetu with the order confirmation. If this is not the case, the delivery period is approx. 2 weeks from the conclusion of the contract. An agreed period of performance starts with the day following the receipt of the order confirmation by the Trader.
3.8. Events of force majeure release Kazi Yetu from the obligation to deliver on time. If Kazi Yetu and the Trader cannot agree on a new binding delivery date, the Trader is entitled to all legal rights. The same applies if events of force majeure occur at a subcontractor of Kazi Yetu. In all these cases the seller has the right to withdraw from the contract.
3.9. Kazi Yetu also has the right to withdraw from the contract in case of an official or legal ban on the delivery of goods, as far as Kazi Yetu has become aware of it only after the conclusion of the contract.
3.10. The occurrence of delay in delivery is determined according to the legal regulations. In any case, however, a reminder by the Trader is required.
4. Prices and shipping costs
4.1. The current prices at the time of the conclusion of the contract apply, ex warehouse, plus legal sales tax if applicable.
4.2. If Kazi Yetu’s prices increase and if there are more than 4 months between order and delivery, the prices current at the time of delivery shall apply.
4.3. The merchant bears the shipping costs including the packaging costs and a transport insurance, if these are not taken over by Kazi Yetu. For retailers shipping is free of charge within Germany from an order of EUR 200,00 and within Europe from an order of EUR 400,00. For wholesalers shipping is free of charge within Europe from an order of EUR 990,00.
4.4. In addition, the Trader bears any customs duties, fees, taxes and other public charges. The Trader takes care of all import formalities on his own responsibility.
5. Terms of payment
5.1. The due purchase price is to be paid within 14 days from the date of delivery of the order. However, Kazi Yetu is entitled at any time, also within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. Kazi Yetu declares a corresponding reservation at the latest with the order confirmation.
5.2. The Trader can pay the purchase price by credit card, PayPal or via bank transfer.
5.3. With the expiration of the aforementioned payment term the Trader is in default. During the default, the purchase price is subject to interest at the applicable statutory default interest rate. Kazi Yetu reserves the right to claim further damages caused by default. The claim to the commercial due date interest (§ 353 HGB) remains unaffected.
5.4. A set-off by the Trader with counterclaims of any kind is excluded, unless the counterclaim made for set-off is undisputed or legally binding.
5.5. A right to refuse performance/right of retention (§§ 273, 320 BGB) of the Trader is excluded. This shall not apply if the counterclaim on which the right to refuse performance is based is undisputed or has been finally determined by a court of law.
5.6. In case a substantial deterioration of the financial situation of the Trader has occurred or is expected for the future due to objective circumstances and Kazi Yetu has become aware of this only after the conclusion of the contract, Kazi Yetu may demand advance payments for further deliveries or refuse deliveries for the time being and invoice the goods when they are ready for dispatch.
6. Retention of Title
6.1. Until receipt of all payments owed from the business relationship with the Trader, Kazi Yetu reserves the title to the delivered products (“Reserved Goods”). The Reserved Goods may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Trader has to inform Kazi Yetu immediately in text form, if an application for opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to the Reserved Goods. The Trader has to mark goods subject to retention of title in his warehouse and store them separately.
6.2. The Trader is only entitled to resell the reserved goods in the ordinary course of business. The Trader assigns to Kazi Yetu the claims to which it is entitled from the resale. Kazi Yetu accepts this assignment . The Trader is authorized to collect the claim assigned to Kazi Yetu. In case of breach of contract by the Trader (in particular default of payment), Kazi Yetu is entitled to revoke the authorization to collect the assigned claim against the merchant.
6.3. In case of default of payment, the Trader is obliged to immediately provide Kazi Yetu with all information useful for the enforcement of the rights arising from simple or extended retention of title. The customer authorizes us already now to notify the Trader’s customer of the assignment on his behalf.
6.4. If the realizable value of the securities existing for Kazi Yetu exceeds the total claims against the Trader by more than 10% in total, Kazi Yetu is obliged to release securities of our choice upon the Trader’s request.
7. Warranty
7.1. For the rights of the Trader in case of material defects and defects of title (including wrong delivery and short delivery) the legal regulations apply, unless otherwise determined in the following.
7.2. In principle, Kazi Yetu is not liable for defects, which the Trader knows or grossly negligently does not know at the time of conclusion of the contract (§ 442 BGB). Furthermore, the Traders’ claims for defects presuppose that he has fulfilled his legal obligations to examine the goods and to give notice of defects (§§ 377, 381 HGB). The Trader can only assert rights in case of defects of the delivered products if he has examined the products immediately after delivery and has given notice of the defect in text form (by e-mail) within five working days after delivery at the latest. In case of hidden defects, the time limit begins from the discovery of the defect.
7.3. Kazi Yetu is liable for the faultlessness of the delivered products. In case of natural products biologically justified variations in form, color and structure as well as with regard to the content of active substances do not constitute a defect, unless certain parameters agreed upon in individual contracts are not met or the quality deviation exceeds the usual extent. Apart from that, there shall be no claims for defects in case of insignificant deviations from the quality.
7.4. The Trader’s claims for defects within the scope of subsequent performance are limited to free-of-charge repair and subsequent delivery. The right of choice for this lies with Kazi Yetu.
7.5. If the supplementary performance fails, the Trader may – irrespective of any claims for damages according to clause 8 – withdraw from the contract or reduce the remuneration.
7.6. A return of products will only be accepted in case of a justified assertion of warranty rights, which entitle to return of goods. The returned goods must be undamaged upon delivery to Kazi Yetu – apart from the claimed defect – and must generally have a shelf life according to the best before date of at least six months at the time of return. This does not apply if this leads to an inadmissible shortening of the limitation of claims.
8. Liability
8.1. Claims of the customer for damages are excluded. The foregoing limitation of liability shall not apply to the extent Kazi Yetu is subject to mandatory liability, in particular
(i) according to the product liability law,
(ii) in cases of intent and gross negligence,
(iii) for injury of life, body and health,
(iv) for the assumption of a guarantee or for fraudulent misrepresentation, or
(v) if the damage was caused by the breach of an obligation of Kazi Yetu, the fulfillment of which enables the proper performance of the contract in the first place and on the observance of which the Customer regularly relies and may rely (cardinal obligation).
Kazi Yetu’s liability in the cases of the aforementioned clauses i) to iv) is unlimited in amount. Otherwise, the claim for damages is limited to the contract-typical, foreseeable damage.
8.2. As far as the liability of Kazi Yetu is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.
9. Statute of Limitations
Claims for warranty for defects and claims for damages on other legal grounds shall become statute-barred after 12 months from the statutory commencement of the limitation period in deviation from Section 438 (1) No. 3 of the German Civil Code (BGB). This period shall not apply if longer periods are prescribed by law. This is the case if Kazi Yetu is liable due to intent and gross negligence, in case of damages resulting from injury to life, body or health, as well as according to the Product Liability Act and due to a guarantee or for fraudulent intent.
10. Data Protection
10.1. Within the framework of the contractual relationship between the parties, Kazi Yetu as the responsible party within the meaning of Art. 4 No. 7 of the General Data Protection Regulation (GDPR) processes the personal data of the Trader or its employees required for the initiation, execution, and termination of the contract. Kazi Yetu processes this data exclusively in accordance with the applicable data protection laws, in particular in compliance with the requirements of the GDPR. Further information about data processing can be found in the data protection notices.
10.2. If the Trader processes personal data of Kazi Yetu or personal data of business partners of Kazi Yetu within the existing contractual relationship with Kazi Yetu as (sub-) processor within the meaning of Art. 4 No. 8 GDPR, the parties shall conclude the commissioned processing agreement required under Art. 28 para. 3 GDPR. The Merchant will process the personal data to be processed on behalf exclusively in accordance with the provisions of the GDPR applicable to processors. The details of the commissioned processing by the Merchant, in particular the rights and obligations of the Parties, shall be regulated in the commissioned processing agreement to be concluded in accordance with Art. 28 GDPR.
11. Place of Performance, Place of Jurisdiction, Applicable Law, Severability Clause
11.1. Place of performance for the delivery and any subsequent performance is the place of business of Kazi Yetu.
11.2. These GTC and the contractual relationship between Kazi Yetu and the Trader shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3. Place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Lübeck.
11.4. Should individual provisions of these General Terms and Conditions be invalid or incomplete, they shall be replaced by the applicable statutory provisions. The validity of the remaining provisions shall remain unaffected. In case of any discrepancy, the General Terms and Conditions in German language prevail.