Terms and Conditions

Terms and Conditions of Sale of Palazzina Sports & Building GmbH

In the event of discrepancies between the German and English versions of the privacy policy, the German version shall prevail.

§ 1 Scope / General Provisions

1. Conflicting, deviating, or supplementary terms and conditions of the customer are non-binding for PALAZZINA, unless PALAZZINA has expressly agreed to them. This also applies if PALAZZINA does not expressly object to the customer's terms or carries out delivery without reservation.
2. Legally relevant declarations and notifications from the customer after contract conclusion (e.g., setting deadlines, notices of defects, declarations of withdrawal or reduction) must be in written or text form to be valid.
3. Any reference to legal provisions serves only for clarification. Unless these terms explicitly modify or exclude legal provisions, such laws apply even without being specifically stated.

§ 2 Contract Language

The contract language is German. The contract is concluded exclusively in German. If versions of the contract and/or terms exist in other languages (e.g., English), the German version shall always prevail.

§ 3 Conclusion of Contract

1. Offers from PALAZZINA are non-binding. If the customer accepts the offer, PALAZZINA may confirm acceptance in text form (e.g., on the offer itself or in a separate email) or indicate agreement in other ways (e.g., by sending an invoice or shipping confirmation).
2. Upon receipt of an order, PALAZZINA sends a written confirmation. This confirmation defines the contractual terms.
3. Any description of product characteristics by PALAZZINA – including during pre-contractual discussions – does not constitute a guarantee of quality or durability unless explicitly stated.

§ 4 Delivery Times / Delay

1. Delivery dates are non-binding unless explicitly agreed otherwise. Fixed-date deliveries are not made.
2. PALAZZINA’s obligation to deliver depends on proper and timely supply from its own suppliers.
3. If delivery is delayed due to force majeure (e.g., strikes, lawful lockouts, or unforeseen obstacles not caused by PALAZZINA), the delivery period will be extended accordingly. This also applies to such issues at PALAZZINA’s suppliers. The customer will be notified promptly.
4. If delivery remains unavailable even after a new deadline, PALAZZINA may withdraw from the contract. Any advance payment will be refunded.
5. The customer's statutory rights (e.g., to withdraw after a grace period or to claim damages as per § 9) remain unaffected.

§ 5 Delivery / Risk / Acceptance / Default in Acceptance

1. Unless agreed otherwise, deliveries are FCA (Free Carrier) PALAZZINA factory, Lithuania (INCOTERMS 2020). This is also the place of performance for delivery and any subsequent performance. At the customer's request and expense, goods may be shipped to another destination. PALAZZINA determines the shipping method unless agreed otherwise. Export and customs declarations are handled by PALAZZINA per INCOTERMS 2020.
2. Partial deliveries are allowed unless unreasonable for the customer (e.g., due to significant added effort or cost).
3. If shipping is requested, the risk transfers to the customer upon loading. If delayed for reasons within the customer's control, risk passes once delivery is ready and the customer is notified.
4. Transport insurance can be arranged at the customer's request and expense.
5. Any loss or visible damage to goods, or delayed delivery, must be clearly reported to the carrier upon delivery (§ 438 HGB). A copy of the report must be provided to PALAZZINA immediately.
6. If the customer fails to accept the delivery due to their fault, PALAZZINA may, after a 10-day grace period, either fulfill the contract and charge storage and handling fees, or withdraw from the contract.

§ 6 Prices / Payment Terms

1. Prices stated in PALAZZINA’s offer or order confirmation are binding.
2. The purchase price is due upon contract conclusion unless the contract states otherwise (e.g., INCOTERMS clause like "FCA [loading location]").
3. All payments must be made cashless to PALAZZINA’s designated account.
4. Unless agreed otherwise, the purchase price and other costs (e.g., shipping, customs) must be paid within two weeks of receiving the goods and invoice. After this period, the customer is in default, and interest is charged at the statutory rate. PALAZZINA reserves the right to claim further damages. Commercial interest claims (§§ 352, 353 HGB) remain unaffected.
5. Packaging materials may be charged up to 1% of the goods’ value.
6. The customer may only offset or withhold payment if the claim is recognized by PALAZZINA, undisputed, or legally established.

§ 7 Retention of Title

1. PALAZZINA retains ownership of the goods until full payment of all current and future claims arising from the contract.
2. The customer may resell the goods in the ordinary course of business but may not pledge or assign them as collateral. All claims from resale, including ancillary rights and insurance claims, are assigned to PALAZZINA. PALAZZINA hereby accepts this assignment.
3. Upon the customer’s request, PALAZZINA will release securities if their value exceeds claims by more than 10%. PALAZZINA chooses which securities to release.

§ 8 Warranty

1. Customer rights regarding defects are governed by statutory law unless otherwise specified. Consumer rights under §§ 478, 479 BGB remain unaffected.
2. Warranty claims require the customer to comply with inspection and notification duties (§ 377 HGB).
3. PALAZZINA may choose to rectify the defect or deliver a replacement. The right to refuse rectification under statutory conditions remains.
4. Claims for damages or reimbursement of expenses due to defects are only allowed as per § 9 and otherwise excluded.

§ 9 Liability

1. PALAZZINA is liable for damages or reimbursement in cases of injury to life, body, or health, or for intent, gross negligence, fraudulent concealment of defects, assumed guarantees, and under product liability law.
2. For slightly negligent breaches of essential contractual obligations, liability is limited to typical, foreseeable damages. Essential obligations are those enabling proper contract performance and which the customer may rely on.
3. All other liability for damages or expenses is excluded.

§ 10 Statute of Limitations

1. Claims for defects expire one year after delivery. If acceptance was agreed, the period starts upon acceptance.
2. For claims under product liability, fraud, gross negligence, supplier recourse (§§ 478, 479 BGB), legal defects (§ 438(1)(1a) BGB), or if the goods are used for construction and cause defects, or if life, body, or health is affected — statutory limitation periods apply.

§ 11 Data Protection

We ensure compliance with data protection laws when collecting, processing, and using customer personal data in the course of the contractual relationship. See our Privacy Policy for details.

§ 12 Final Provisions

1. All legal relations are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance is PALAZZINA’s registered office.
3. If the customer is a merchant under the German Commercial Code (HGB), a legal entity under public law, or a public special fund, the place of jurisdiction is PALAZZINA’s registered office or, at PALAZZINA’s discretion, Düsseldorf.

Version dated: June 1, 2025