Terms and Conditions

§ 1 Validity
This contract remains valid even if particular determinations or separate agreements
are proved to be invalid. The concerning determination is to be construed in such a way that the original aimed economic and legal purposes are achieved as far as possible. As the parties want to accomplish the aimed business and overall success in any case, nevertheless the destiny of a particular agreement.

§ 2 General
(1) These terms and conditions are expressively valid for orders or closed contract between the buyer and VPS.
(2) These terms and conditions should also be valid for further orders or closed contracts as well as for all similar contracts/orders which will be placed in future between the buyer and VPS.
(3) Any terms and conditions used by the buyer for/in his own business will not be part of any orders and closed contracts or similar contracts /orders which will  be placed in the future between the buyer and VPS.
(4) Additional or differing agreements require written notice and confirmation by VPS.

§ 3 Offer and Acception
(1) All offers made by VPS are subject to alteration; subject to prior sale, cancellation  of titles, scope of supply and price changes prior to change.
(2) The buyer’s offer for the conclusion of a contract are directly and partially effective by sending the order (by email, via Online Shop, by phone, fax or letter) to VPS. The contract between VPS and the buyer is effective, if VPS does not explicitely reject within 14 days after receipt of the order.

§ 4 Delay of shipment / Performance determination
(1) In case the buyer is behind schedule of his payment obligations of one or several earlier contracts, VPS is entitled to delay the shipment of this or further contracts until the next working day after the total monetary entrance at VPS.
(2) For non dedicated payments of the buyer within the scope of the business contact with VPS and the simultaneous presentation of legally established,  litigation and extrajudical claims of VPS against the buyer, the paid amount will be credited in the following order:
1. extrajudicial claims
2. ligitation claims 
3. Legally established claims
The buyer is entitled to ask for another order in a written form within 14 days from knowing the first crediting of VPS.

§ 5 Shipment and Remission
(1) VPS will deliver the ordered goods overleaf within the usual shipping time at the VPS outbound warehouse or arrange for a shipment through representatives.
(2) Delivery deadlines and dates are only approximate. An approximate delivery deadline, which has been agreed, is fulfilled once the goods have left the outbound warehouse of VPS or the delivery address or VPS has announced that the goods are ready to ship.
(3) The risk within the meaning of BGB  passes o the purchaser as soon as the goods have left the warehouse of VPS or his authorized representative; this is also valid for goods which are free of carriage charges. VPS will not replace lost or damaged while shipped goods. This is also valid in case the loss or damage has been caused by force majeure. The purchaser is obligated to declare the loss or event of damage within the deadlines of the carrier to safeguard his interests.
(4) VPS sells within this contract movie products on single recorded image and sound recordings (DVDs, Video tapes, audiovisual CD´s as well as all known existing recorded images and sound recordings now and in future). The parties have agreed, that this order includes divisible goods, which can be splitted and invoiced separately, except recorded images and sound recordings which are inseparably combined (for example one complete movie).
(5) Magazines with Remission:
The execution of explicitly admitted or branch common remissions has to be occur within 12 weeks after initial release. After expiry of the time limit we are entitled to refuse the receiving.
(6) Exchange / Returning Sextoys:
Returns or exchange of defect goods is only valid according to the manufacturers warranty. Returns must include a copy of the sales receipt. A credit note will be send after approval.

§ 6 Prices
(1) Orders are calculated with the valid pricelists and/or offers; these are freight unpaid ex warehouse. Only the packing and transport costs are calculated with an fixed amount of max. € 6,00. Delivery and cash on delivery has to be paid by the buyer in any case.
(2) Special shipping- and delivery method or insured shipment can be requested by the buyer. Any additional costs have to be paid by the buyer.

§ 7 Acceptance
(1) In case of non-fulfilment of these terms, especially delayed payment, unsatisfactory information as of the buyer for credit transactions or in case of non-acceptance of the ordered goods, VPS has the right at his own discretion to
a) withdraw from the contract
b) deliver goods with a total of the down payment in case of made payments
c) demand compensation due to non-performance
(2) Subject to further claims for further damages, VPS has the right to claim 25% of the purchase amount without further notice as a compensation.

§ 8 Payments
(1) In case of excess of the payment terms in the meaning of section 7, the buyer is in default with a payment due without a separate reminder. VPS is entitled to charge default interests in the amount of 3% higher than the German Central Bank’s rate. Enforcements of any further loss due to this default remains reserved.
(2) A right of retention for the buyer is excluded. The buyer can only set payment claims off against VPS if these uncontested and stated as legally binding.
(3) Should the buyer be late in making a payment (partially or totally) for one or several invoices, all claim will be declared immediately. The calculation of the interest for late-payment will be calculated as in section (1).
(4) Should the buyer be late in making payment, the right of resale of the goods shall lapse immediately without prejudice to any other remedies in accordance with § 10 section (2).
(5) If the customer has discontinued the payments or are there any facts which allow the expectation that payments will be discontinued, VPS is entitles to demand advance payment or the furnishing of security for goods. If the buyer refuses VPS is entitled to withdraw from the contract. In this case all claims will be due immediately. The right of resale of the purchased goods shall lapse in accordance with § 10 section (2).
(6) Any discounts granted will cease in case of judical or extrajudical settlement proceedings, insolvency or payment default (§ 284 BGB) and judicial collection. The same legal consequences apply at the 31st day of the due date of the invoice.
(7) In other cases the VPS invoices are due within 10 days after the invoice date less 3% discount (German Skonto) or net cash within 30 days after the invoice. The receipt of the total invoice amount is determined for the Skonto discount.

§ 9 Guarantee
(1) The goods will be delivered in the quality and design, which is common at VPS at the date of processing of the delivery. For older movies there can be a certain loss of quality of the video tape, which may not be regarded as a breach of contract.
(2) The content of dispatch is classified as consistent with the order in quantity and free from visible, held responsible by VPS defects, if the buyer does not claim damages within one week after receipt of the shipment mentioning the date of shipment and the invoice number.
(3) In the event of a justified complaint in terms of the above mentioned sections, VPS will remedy the defects by replacement, in other cases by credit note. In case of an replacement the shipped costs are at the charge of VPS. Further claims under the warranty and for damages by the purchaser, especially price reductions, are excluded.
(4) The warranty is cancelled if the buyer does not amend the return shipment of the claimed goods by VPS. The warranty will also be cancelled if the goods are damages due to inappropriate storage or handling by the buyer or third parties.
(5) VPS explicitly points out the terms of the law on the dessemination of publications harmful to young persons and the buyer is liable to strictly monitor if the media purchased at VPS needs to listed in the meaning of the above mentioned law, as soon as the goods have been delivered. In this case the buyer has to take action and properly dispose the goods at his own costs.  The buyer waives the cancellation rights, damage claims and claims for retransfer of ownership against VPS from the concluded contract.

§ 10 Reservation of title
(1) The shipped goods remains the property of VPS until all claims on the buyer are fully paid from previous and future deliveries (Reserved goods).
(2) The buyer is allowed to rent the reserved goods or sell the reserved goods in case of extended retention of title. The buyer is not entitled to dispose of the goods in any other way, especially not to pledge or chattel mortgaging. The buyer is not allowed to rent tapes or DVDs without explicit renting license in the frame of business operations.
(3) The buyer assigns his claims for resales or rent contracts with third parties to VPS by the way of security. If the claims of the buyer are included in the current account, the buyer also assigns his claims of the current account by the way of security.
(4) The assignment is made of the amount, which VPS has invoiced to the buyer. There is no need of an express declaration of assignment from the buyer against VPS.
(5) As long as the buyer correctly performs his obligations he is entitled to collect the assignments at his own name for account of VPS.  VPS is nevertheless entitled to inform the customers of the buyer about the subrogation and give instructions. The buyer has to provide VPS with the name of the customer.
(6) In the event of cessation of payment or the fact that a cease of payment is expected, VPS is entitled to claim the restitution of the reserved goods. The buyer is obliged to take all actions necessary to ensure the restitution. For this purpose he has to give VPS access to the reserved goods in his possession, he has to store these goods seperately from other goods, name customers which he has delivered with goods under retention of title or with whom he made contracts. VPS is entitled  to sell or auction the reserved goods directly and without previously setting a deadline. The buyer receives a credit note in the total amount of the achieved revenue minus the costs incurred to VPS.
(7) If reserved goods or claims of third parties assigned to VPS will be seized, the buyer has to inform the enforcement officer of the security measures and inform VPS by phone or post immediately as well as to assist in every way of  the intervening. The costs are at the expense of the buyer.

§ 11 Copyright remuneration claims
In case the buyer rents or lends goods delivered by VPS to third parties and a collecting society raises a claim regarding remuneration entitlements according to copyright law against the buyer due to this issue, it is agreed between VPS and the buyer that these claims are raised against the buyer. VPS has no obligations tot he buyer relating those kind of claims.

§ 12 Product utilisation
All VPS Video programs are protected by copyright and licensed for private use (non-public reproduction) only. The buyer, in case it is a retailer, is required to only resell or rent the delivered tapes or DVDs by VPS to private individuals for private use. In case the buyer is a wholesale trader, he is required to ensure contractually with his customers, that they also only resell or rent VPS video programm for private use. Any additional commercial use, especially the duplication on blank tapes/ DVDs, broadcast and other commercial use in public is strightly prohibited and causes claims for damages of copyright and of VPS. In the event of violation of the above mentioned obligation, the buyer pays an contractual penalty of 2.500,-€ (two tousand five hundred) to VPS. The contractual penalty is forfeited, if the violation occurred  without the fault of the buyer or his vicarious agents.

§ 13 Labelling of merchandise
The buyer is not allowed to change the goods and their equipment, especially it is not allowed to remove or disguise the trademark. Additionally the buyer has no right to add his own trademarks or label, which could be valid as a mark of the buyer or third parties.

§ 14 Place of Performance and Jurisdiction
Place of performance and court of jurisdiction for legal disputes between VPS and the buyer is the city of Kaiserslautern, unless no other court of jurisdiction has been mandatory set out.

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