Terms & Conditions B2B
General sales and delivery conditions
New Visions Berlin GmbH /
On Vacation
Adalbertstr. 6a
10999 Berlin
Management & Accounting:
Hanna Flake
01578 8983062
hanna@on-vacation.club
Tax number: 37/455/50236
VAT ID: DE319715837
General sales and delivery conditions of New Visions Berlin GmbH /
- Offer, conclusion of contract and modifications; Subject of the contract
New Visions Berlin GmbH - Adalbertstr. 6a - 10999 Berlin, Germany
2.1. All offers (price lists, circulars, etc.) from the seller are subject to change and non-binding unless
they are expressly marked as binding or contain a specific acceptance period. The seller can process orders or
orders within fourteen (14)
Conditions of sale and delivery
Accept days after receipt.
2.2. The written purchase contract, including these General Terms and Conditions of Sale and Delivery, is the
only decisive factor for the legal relationship between seller and buyer.
As of October 2023
- Validity of these sales and delivery conditions
These fully reflect all agreements between the contracting parties regarding the subject matter of the
contract. Verbal promises made by the seller before the conclusion of this contract are legally non-
binding and are replaced by the written contract.
1.1. All deliveries, services and offers from New Visions Berlin GmbH (hereinafter referred to as the
“seller”) are made exclusively on the basis of these General Terms and Conditions of Sale and
Delivery, unless the buyer is a consumer according to Section 13 of the German Civil Code (BGB).
2.3. Additions and changes to the agreements made, including these General Terms and Conditions of
Sale and Delivery, must be made in writing to be effective. This also applies to the cancellation of the same.
These are part of all contracts that the seller concludes with his contractual partners regarding the deliveries
or services he offers. They also apply to all future deliveries, services or offers to the buyer, even if they
are not separately agreed again.
2.4. Information provided by the seller regarding the subject matter of the delivery (e.g. size and
dimensions, color, weight, load capacity and technical data) as well as representations of the same (e.g. images and
1.3. Differing regulations of the buyer, in particular general terms and conditions, only apply if they were
acknowledged in writing by the seller before the contract was concluded.
1.2. Terms and conditions of the buyer or third parties do not apply, even if the seller does not specifically
object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to the terms and
conditions of the buyer or a third party, this does not constitute agreement with the validity of those terms and
conditions.
General sales and delivery conditions of New Visions Berlin GmbH /
3.3. Invoice amounts must be paid within twenty (20) days without any deductions, unless
otherwise agreed in writing. The date of payment is determined by receipt by the seller. Checks
and bills of exchange are only considered payment after they have been cashed and legally
credited to the seller's account. All costs associated with checks and bills of exchange are
borne by the buyer. If the buyer does not pay by the due date, the outstanding amounts will be nine
(9) % points above the base interest rate from the due date
At the seller's request, he must return these items in full to the seller and destroy any copies made
and delete or have deleted electronic storage if they are no longer needed by him in the normal
course of business or if negotiations do not lead to the conclusion of a contract.
3.4. Offsetting against the buyer's counterclaims or withholding payments due to such claims is only
permitted if the counterclaims are undisputed or legally established.
European Central Bank pays interest per annum; The assertion of higher interest and further
damages in the event of default remains unaffected. The seller is also entitled to payment of
a flat rate of EURO 40.00 per invoice (§ 288 BGB).
3.2. The costs for packaging disposal in the form of the take-back obligation according to the
Packaging Regulation are included in the seller's prices as a discount and the seller does not bear
these separately.
2.5. The seller reserves the ownership or copyright of all offers made by him as well as images,
drawings, brochures, catalogs, models, and other documents and aids made available to
the buyer. The buyer may not make these items available to third parties as such or in
terms of content, disclose them, use them or reproduce them himself or through third parties
without the express consent of the seller.
3.1. The prices apply to the scope of services and deliveries listed in the order
confirmations. The prices are in EURO ex works including packaging, plus statutory sales
tax; In the case of export deliveries, the buyer must also bear customs duties, fees and other
charges that arise for the export.
Drawings) are not guaranteed characteristics, but rather descriptions or identification of the
delivery or service. Customary deviations and deviations that occur due to legal regulations or
represent technical improvements are permitted as long as they do not impair the usability for
the contractually intended purpose.
3.5. The seller is not obliged to make any further deliveries before final payment of all
outstanding claims. The seller is entitled to carry out outstanding deliveries only against
advance payment, cash on delivery or security if, after completion of the contract
- Prices, payment, default and offsetting
4.4. The seller is not liable for the impossibility of delivery or for delays in delivery if these are due to
force majeure or other events that were not foreseeable at the time the contract was
concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or
energy, transport delays, strikes, lawful lockouts,
- Delivery, delivery time, delay in delivery and force majeure
Lack of labor, energy or raw materials, difficulties in obtaining necessary official approvals,
official measures or the lack of correct or timely delivery by suppliers, mobilization, pandemic, war or
riot) for which the seller is not responsible has. If such events make delivery or service significantly
more difficult or impossible for the seller and the hindrance is not only temporary, the seller is entitled
to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines
are extended or the delivery or service dates are postponed by the period of the hindrance plus a
reasonable start-up period. If the buyer cannot reasonably be expected to accept the
delivery or service as a result of the delay, he can withdraw from the contract by immediately
notifying the seller in writing.
4.1. Deliveries are made ex works. (EXW, Incoterms 2020).
4.5. Partial deliveries are permitted. Each partial delivery is considered an independent legal transaction.
4.2. Deadlines and dates for deliveries and services announced by the seller are always only
approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping
has been agreed, delivery times and delivery dates refer to the time of handover to the freight
forwarder, freight carrier or other third party commissioned with the transport.
4.6. If the seller defaults on a delivery or service or if a delivery or service becomes impossible for
him, for whatever reason, the seller's liability for damages shall be in accordance with Section
8 of these General Terms and Conditions
4.3. The seller can - without prejudice to his rights arising from the buyer's default - demand from
the buyer an extension of delivery and service deadlines or a postponement of delivery
and service dates by the period in which the buyer does not fulfill his contractual
obligations to the seller.
Circumstances become known which are likely to significantly reduce the buyer's
creditworthiness and which jeopardize the buyer's payment of the seller's outstanding claims
arising from the respective contractual relationship (including from other individual
orders).
General sales and delivery conditions of New Visions Berlin GmbH /
- Place of performance, shipping, packaging, transfer of risk, acceptance
5.4. The buyer bears storage costs after the transfer of risk. If stored by the seller, the storage
costs amount to 0.5% of the invoice amount (excluding statutory sales tax) of the delivery items to be
stored per expired week, but a maximum of 5% of the invoice amount (excluding statutory sales
tax) in total. We reserve the right to assert and provide evidence of additional or lower storage costs.
5.3. The risk is transferred to the buyer at the latest when the delivery item is handed over (the start of
the loading process is decisive) to the freight forwarder, freight carrier or other third party designated
to carry out the shipment. If shipping or handover is delayed due to a circumstance caused by the buyer,
the risk passes to the buyer from the day on which the delivery item is ready for shipment and the seller
has notified the buyer of this.
4.8. Short deliveries and the associated supplementary performance must be declared to the seller
within 30 days of receipt of the goods.
4.7. At the seller's request, the buyer is obliged to declare within a reasonable period of time whether he
is withdrawing from the contract due to the delay in delivery or insisting on delivery.
6.1. The warranty period is shortened to one year from delivery, unless it concerns claims for
damages resulting from injury to life, body or health, which are excluded from this shortening of the
limitation period.
5.2. The shipping method and packaging are subject to the due discretion of the seller.
6.2. The buyer may not refuse to accept deliveries because of insignificant defects. Before issuing the
acceptance receipt, the weight and integrity of the boxes (especially the sealing tape) must be
checked; any reduced weight and quantity must be certified by the carrier/forwarding agent and reported
to the seller immediately in writing. Furthermore, the delivered items are to be delivered to the buyer
immediately after delivery
Conditions of sale and delivery limited.
- Warranty and material defects
5.1. The place of fulfillment for all obligations arising from the contractual relationship is Berlin,
unless otherwise specified.
5.5. The shipment will only be insured by the seller against theft, breakage, transport, fire and water
damage or other insurable risks at the express request of the buyer and at his expense.
General sales and delivery conditions of New Visions Berlin GmbH /
or to the third party designated by him to carefully examine it. They are deemed to have been
approved if the seller does not receive a written notice of defects regarding obvious defects or
other defects that were recognizable during an immediate, careful inspection within seven working
days after delivery of the delivery item or otherwise within seven working days after the discovery
of the defect or any earlier point in time , in which the defect was recognizable to the buyer
during normal use of the delivery item without further inspection, in the section 2.3. received in a
certain manner. At the seller's request, the delivery item in question must be returned to the seller
freight paid. If the complaint about defects is justified, the seller will reimburse the costs of the
cheapest shipping route; This does not apply if the costs increase because the delivery item is
located at a location other than the place of intended use.
6.6. The warranty does not apply if the buyer changes the delivery item or has it changed
by a third party without the seller's consent and this makes rectification of the defect
impossible or unreasonably difficult. In any case, the buyer must bear the additional costs of
correcting the defect resulting from the change.
6.3. Claims for defects do not apply if there is only an insignificant deviation from the agreed
quality, if there is only an insignificant impairment of usability, in the case of natural wear
and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent
handling, excessive stress, inadequate use or that occurs due to special external influences are
not required by the contract. If the buyer or third parties make improper changes or changes
If repair work is carried out, there are no claims for defects for this or the resulting consequences.
- Property rights
7.1. In accordance with this Section 7, the seller guarantees that the delivery item is free of third-
party industrial property rights or copyrights. Each contractual partner will
6.4. In the event of material defects in the items delivered, the seller is initially obliged and
entitled to repair or replace the goods, at his discretion within a reasonable period of time.
In the event of failure, ie the impossibility, unreasonableness, refusal or unreasonable delay of
the repair or replacement delivery, the buyer can withdraw from the contract or reduce the purchase
price appropriately.
6.5. If a defect is due to the fault of the seller, the buyer can claim compensation under the
conditions specified in Section 8.
General sales and delivery conditions of New Visions Berlin GmbH /
8.3. Insofar as the seller pursuant to Section 8.2. is fundamentally liable for damages, this liability
is limited to damages that the seller foresaw as a possible consequence of a breach of contract
when concluding the contract or that he should have foreseen if he exercised normal care. Indirect
damages and consequential damages that result from defects in the delivery item are also
only eligible for compensation if such damage is typically to be expected when the
delivery item is used as intended.
8.2. The seller is not liable in the event of simple negligence on the part of its bodies, legal
representatives, employees or other vicarious agents, unless this involves a breach of essential
contractual obligations. Essential to the contract are the obligation to deliver the delivery item in a
timely manner that is free of significant defects, as well as advice, protection and care obligations
that are intended to enable the buyer to use the delivery item in accordance with the
contract or to protect the life and limb of the buyer's staff or to protect the buyer's property
cause significant damage.
- Liability and compensation
8.4. In the event of liability for simple negligence, the seller's obligation to pay compensation
for property damage and resulting further financial losses is limited to an amount of EUR 1.0 million
per case of damage, even if it involves a breach of essential contractual obligations.
8.5. The above liability exclusions and limitations apply to the same extent in favor of the
seller's bodies, legal representatives, employees and other vicarious agents. 8.6. The restrictions
in this Section 8 do not apply to the seller's liability for intentional behavior, for guaranteed quality
features, for injury to life, body or health or under the Product Liability Act.
8.1. The seller's liability for damages, regardless of the legal basis, in particular due to
impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during
contract negotiations and tort, is limited in accordance with this Section 8, insofar as fault is involved .
immediately notify other contractual partners in writing if claims are asserted against them due to
the violation of such rights. 7.2. If the delivery item violates an industrial property right or copyright
of a third party, the seller will replace the delivery item so that the rights of third parties are
no longer violated. If he does not succeed in doing this within a reasonable period of time, the buyer
is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any
claims for damages by the buyer are subject to the restrictions set out in Section 8 of these
General Terms and Conditions of Sale and Delivery.
General sales and delivery conditions of New Visions Berlin GmbH /
8.7. A change in the burden of proof to the detriment of the seller is not associated with the
above regulations.
9.4. Pledges or assignments by the buyer as security are not permitted. The buyer hereby assigns all
claims arising from resale or any other legal reason (insurance, tort) relating to the reserved goods
(including all balance claims from current accounts) to the seller as security.
- Retention of title
9.1. The goods remain the property of the seller until all claims have been paid in full, regardless of
the legal basis, regardless of whether they relate to this or previous transactions. In the case of
current invoices, the reserved property is considered security for the balance claim.
The seller accepts the assignment. The seller revocably authorizes the buyer to collect the claims
assigned to the seller for his account in his own name. This collection authorization can only be
revoked if the buyer does not properly meet his payment obligations.
9.5. If third parties access the reserved goods, in particular seizures, the buyer will point out that the
goods are the property of the seller and notify the seller immediately so that the seller can enforce
his property rights. If the third party is unable to reimburse the seller for the legal or extrajudicial
costs incurred in this context, the buyer is liable for this.
9.2. If the seller is liable for a bill of exchange in connection with the payment of the purchase price,
the retention of title does not expire until the bill of exchange has been redeemed by the buyer as the
drawee. Checks are accepted as payment and the retention of title does not expire
until legally secure credit to the seller.
9.6. At the seller's request, the buyer is obliged to provide the seller with all information and documents
that are necessary to assert the seller's rights against the buyer's customer and other third parties.
9.3. The goods to which the seller has ownership are referred to as reserved goods. The buyer is
entitled to sell the reserved goods in the ordinary course of business as long as the buyer is not in
default and only on the condition that the buyer receives payment from his customer or makes the
reservation that ownership is only transferred to the customer when he has fulfilled his
payment obligations. The buyer's right of disposal expires if the buyer is threatened with
insolvency, if out-of-court settlement proceedings are initiated or if insolvency proceedings
are filed against his assets.
9.7. In the event of breaches of duty by the buyer, in particular late payment, the seller is obliged to
withdraw from the contract after a reasonable deadline set for the buyer has expired without success
General sales and delivery conditions of New Visions Berlin GmbH /
General sales and delivery conditions of New Visions Berlin GmbH /
10.1. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the
contractual relationship is Berlin. However, the seller is also entitled to sue at the buyer's
registered office.
10.5. The buyer acknowledges that the seller stores data from the contractual relationship for the
purpose of data processing and reserves the right to transmit the data to third parties (e.g.
insurance companies) to the extent necessary for the fulfillment of the contract.
10.4. The buyer is not permitted to assign his rights under this contract to third parties.
- Place of jurisdiction, law, other
9.8. The reserved goods will be taken back at the proceeds achieved, but at most the agreed
delivery prices. Further claims for damages, in particular lost profits, remain reserved.
The assertion of retention of title and the seizure of the delivery item by the seller do not constitute
withdrawal from the contract.
10.3. To the extent that the contract or these General Terms and Conditions of
Sales and Delivery contain gaps in the regulations, the legally effective regulations that the
contractual partners would have agreed upon in accordance with the economic objectives of the
contract and these General Terms and Conditions of Sale and Delivery are deemed to have been
agreed to fill these gaps. Seller and Buyer will cooperate in any necessary changes or additions.
from the contract and entitled to take back the goods. The buyer is obliged to return the
reserved goods.
10.2. German law applies.
