General Terms and Conditions

Note: This English version is provided for convenience only. Only the German version of these General Terms and Conditions is legally binding. In the event of any discrepancy between the German and the English version, the German version shall prevail.

1) Contracting parties and scope

1.1 The contracting parties in connection with the application of these Terms of Sale and Delivery (hereinafter: „GTC“) are Oswald Riemer Uhrenarmbandfabrik GmbH, Willibald-Popp-Str. 2, 86179 Augsburg, Germany (hereinafter referred to as „RIOS1931“) and the customer, together also referred to as the „contracting parties“ or „parties“.

1.2 Customers of RIOS1931 within the meaning of these GTC may exclusively be entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

1.3 Provisions or terms and conditions deviating from these GTC shall only become part of the contractual agreement between the customer and RIOS1931 if RIOS1931 has confirmed and acknowledged them in writing in advance. This also applies if RIOS1931 does not expressly object to deviating terms and conditions of the customer, even if these are attached to the customer’s requests for quotation, orders or declarations of acceptance, or if RIOS1931, being aware of conflicting or deviating terms of the customer, carries out deliveries and/or renders the contractual performance without reservation.

2) Conclusion of contract

2.1 Our offers are subject to change and non-binding. The presentation of products on our website and in our catalogues does not constitute a binding offer, but serves as an invitation to the customer to submit a binding offer. This also applies if we provide the customer with catalogues, technical documentation (e.g. drawings, plans, calculations), other product descriptions or documents — including in electronic form.

2.2 Unless otherwise agreed, RIOS1931 may accept the customer’s offer within four (4) weeks of its receipt, in particular by notifying the customer that the goods have been dispatched.

3) Prices

3.1 Unless otherwise agreed in the individual case, our prices current at the time the contract is concluded apply, ex warehouse, plus statutory VAT and plus the costs of packaging, freight and insurance.

3.2 For deliveries to countries outside the European Union, further costs may arise in individual cases, which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs relating to the transfer of money may also arise if the delivery is not made to a country outside the European Union but the customer makes the payment from a country outside the European Union. In any case, the receipt of the full invoice amount by RIOS1931 is decisive. Any bank charges, transfer costs or the like shall be borne entirely by the buyer; the fees are not shared.

3.3 Unless otherwise agreed with the customer, the purchase price is due for payment upon receipt of the invoice and must be paid within 10 days of the invoice date.

3.4 In the case of production orders, the customer must accept, take delivery of and pay for an overproduction of 5%. Production orders are orders in which the buyer determines the quantity of goods to be produced. Custom-made products are excluded from exchange.

4) Terms of delivery

4.1 The delivery times stated by RIOS1931 are calculated from the time the contract is accepted. If no delivery time, or no deviating delivery time, is stated for the respective goods, it is approximately three (3) to four (4) months.

4.2 If no copies of the product selected by the customer are available at the time of the order, we will inform you of this immediately. If the product is permanently unavailable, we will refrain from declaring acceptance. In this case, no contract is concluded. If the product specified by you in the order is only temporarily unavailable, we will likewise inform you of this without delay in the order confirmation. In the event of a delay in delivery of more than four (4) calendar weeks, you have the right to withdraw from the contract. In particular, failure of our supplier to deliver to us on time is deemed a case of unavailability in this sense, provided that we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.

4.3 The risk of accidental loss and accidental deterioration of the goods sold passes to the customer as soon as we have handed the goods over to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

4.4 Where RIOS1931 takes back goods as a gesture of goodwill, the customer shall bear the costs of the return shipment.

5) Retention of title

5.1 We retain title to the goods sold until all our present and future claims arising from the purchase contract and an ongoing business relationship have been paid in full. For the duration of the retention of title, the customer is obliged to handle the goods, together with any items provided, with care.

5.2 Before the secured claims have been paid in full, goods subject to retention of title may neither be pledged to third parties nor assigned as security. The customer must notify us in writing without delay if and to the extent that third parties gain access to goods belonging to us. The customer must inform third parties of our rights and reimburse us for all costs associated with safeguarding those rights, including legal fees.

5.3 The customer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.

a) The retention of title extends to the products created by processing or combining our goods at their full value, whereby we are deemed to be the manufacturer. If, when processing or combining with goods of third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.

b) The customer hereby assigns to us, as security, the claims against third parties arising from the resale of the goods or the product, in full or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the customer set out in paragraph 2 also apply with regard to the assigned claims.

c) The customer remains authorised, alongside us, to collect the claim. We undertake not to collect the claim as long as the customer meets its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to perform. If this is the case, however, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information required for collection, hand over the related documents and notify the debtors (third parties) of the assignment.

d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the customer’s request.

6) Customer’s claims for defects

6.1 The statutory provisions apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise stipulated below. In all cases, the special statutory provisions for the final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 479 BGB) remain unaffected.

6.2 The basis of our liability for defects is above all the agreement reached on the quality of the goods. Product descriptions designated as such (including those of the manufacturer) which were provided to the customer before the order or included in the contract in the same way as these GTC are deemed to be an agreement on the quality of the goods.

6.3 We accept no liability for public statements by the manufacturer or other third parties (e.g. advertising statements).

6.4 The customer’s claims for defects presuppose that the customer has complied with its statutory duties of inspection and notification of defects (Sections 377, 381 of the German Commercial Code, HGB). If a defect becomes apparent during the inspection or later, we must be notified of it in writing without delay. Notification is deemed to be without delay if it is made within two weeks, whereby timely dispatch of the notification is sufficient to meet the deadline. Irrespective of this duty of inspection and notification, the customer must notify us in writing of obvious defects (including incorrect and short delivery) within two weeks of delivery, whereby here too timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not notified is excluded.

6.5 If the delivered item is defective, we may first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering an item free of defects (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

6.6 The general limitation period for claims arising from material defects and defects of title is one year from handover. Where acceptance has been agreed, the limitation period begins upon acceptance.

6.7 We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in proportion to the defect. The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent performance includes neither the removal of the defective item nor its reinstallation if we were not originally obliged to install it.

6.8 We bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), if a defect actually exists. If, however, a customer’s request to remedy a defect turns out to be unjustified, we may demand reimbursement of the costs incurred from the customer.

6.9 Self-remedy is excluded unless RIOS1931 finally refuses subsequent performance.

6.10 Due to the technical limitations of display, the products may deviate slightly, within reasonable limits, from the images shown on the internet, in catalogues or in other product descriptions; in particular, there may be deviations in colour. However, this does not constitute a defect within the meaning of the GTC.

7) Liability

7.1 Unless otherwise stated in these GTC, including the following provisions, we are liable in accordance with the relevant statutory provisions for breaches of contractual and non-contractual obligations. We are liable for damages — irrespective of the legal grounds — in the event of intent and gross negligence. In the event of simple negligence, we are only liable a) for damages resulting from injury to life, body or health, b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage. The maximum amount is EUR 10,000.00.

7.2 The above limitations of liability do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods. The same applies to claims under the German Product Liability Act (Produkthaftungsgesetz).

8) Special notes and obligations

8.1 Before attaching the strap to its end user’s watch, or before delivering the strap to its end user, the customer is obliged to check the strength / quality / thickness of the leather strap. Section 377 HGB applies. If the customer has doubts about the condition of the strap, of the lug end on the case side or buckle side, and/or doubts about the condition of the strap’s buckle, the customer is entitled and obliged to consult RIOS1931 in text form before using the goods.

8.2 If the customer commissions RIOS1931 to individually adapt or modify the goods (e.g. embossing on the strap), the customer bears responsibility for the technical and legal consequences of this adaptation or modification. In particular, RIOS1931 does not check whether the customer’s requirements and wishes infringe the rights of third parties. The customer shall indemnify RIOS1931 in the event of legal disputes and against any claims and costs.

8.3 Drawings, dimensions, weights, colours or other illustrations on our website or in our catalogues may deviate from the actual condition of the goods due to the natural properties of the products. Our illustrations and colour images are symbolic photos.

9) Final provisions

9.1 The place of performance is the registered office of RIOS1931.

9.2 Contracts between us and you are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The statutory provisions restricting the choice of law and on the applicability of mandatory provisions, in particular of the country in which you as a consumer have your habitual residence, remain unaffected.

9.3 The place of jurisdiction is Augsburg.

9.4 The contract remains binding in its remaining parts even if individual provisions are legally invalid. The invalid provisions shall be replaced by the statutory provisions, where such exist.