General Terms and Conditions of Business
§ 1 Scope of application
- These Terms and Conditions shall apply exclusively and only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
- The goods offered are sold exclusively to natural and legal persons or partnerships with legal capacity who, when concluding the legal transaction, are acting in the exercise of their commercial or independent professional activity.
- We shall only recognise terms and conditions of the customer that conflict with and deviate from these general terms and conditions if we have expressly agreed to their validity in writing.
- These terms and conditions shall also apply to all future business with the customer.
§ 2 Registration as a customer
- In addition to direct orders, the customer has the option of creating his own user account and thus registering as a customer for our trading system. Only entrepreneurs as defined in
§ 1 (1) may place orders and register.
The data required for the creation of the user account must be provided by the customer completely and truthfully. Subsequent changes to this data are to be made by the customer on his own responsibility. The customer is responsible for the completeness and correctness of the deposited data.
We are entitled to block the user account temporarily or permanently if the deposited data is not complete and/or correct.
- The password chosen must be kept strictly secret by the customer and may not be disclosed to third parties. The customer is responsible for all contracts concluded using his password.
- By registering, the customer declares his general agreement to the inclusion of these General Terms and Conditions as well as to the receipt of our newsletter. The customer is entitled to revoke his consent to receive the newsletter at any time.
§ 3 Offers/Prices
- Our offers are subject to change.
- All sales prices are net prices plus VAT at the applicable statutory rate. The sales prices are ex works. Packaging and shipping will be invoiced separately unless the sales price expressly includes these costs.
- Payment of the purchase price shall be made exclusively to the account specified to the customer. The deduction of a discount is only permissible with a special written agreement.
- Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Interest on arrears shall be charged at a rate of 9% above the respective base rate p.a.. We reserve the right to assert a higher damage caused by default.
- The customer shall only have the right to offset if his counterclaims are either undisputed or have been legally established. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 4 Conclusion of contract
- The product descriptions contained in our online shop are not binding offers of our company, but only serve to enable the customer to submit a binding offer to us.
- The customer can submit the offer via the online order form integrated in our online shop. After placing the selected goods and/or services in the virtual shopping basket and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping basket by clicking the button that completes the ordering process. The customer may also submit an offer to us by telephone, fax, e-mail or post.
- The purchase contract is concluded when we accept your order by transmitting a declaration of acceptance, by delivering the goods or by notifying you of the delivery.
- The acceptance period is five (5) working days. The period for acceptance of the offer begins on the day after the customer sends the offer and ends with the expiry of the fifth working day following the sending of the offer.
- When submitting the offer via the online order form, the text of the contract will be stored by us and sent to the customer in text form (e.g. e-mail, fax or letter) after sending his order together with these GTC. In addition, the text of the contract is archived on our website and can be accessed free of charge by the customer via his password-protected customer account by providing the corresponding login data, provided that the customer has created a customer account in the online shop before submitting his order.
- Before the binding submission of the order via the online order form, the customer can continuously correct his entries using the usual keyboard and mouse functions. In addition, all entries are displayed again in a confirmation window before the binding submission of the order and can also be corrected there using the usual keyboard and mouse functions.
- Only the German language is available for the conclusion of the contract.
- Order processing and contacting usually takes place via e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by us can be received at this address. In particular, if spam filters are used, the customer must ensure that all e-mails sent by us or by third parties commissioned by us to process the order can be delivered and read by the customer.
§ 5 Retention of title
- The goods remain our property until full payment of all claims against the customer to which we are entitled from the business relationship.
- The customer is obliged to treat the object of sale with care as long as ownership has not yet passed to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value and to notify us immediately in writing if the object of sale is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
- The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the customer's claim arising from the resale of the reserved goods. Insofar as the value of all security interests to which we are entitled against the customer exceeds the amount of all secured claims by more than 20%, we shall release the corresponding part of the security interests at the customer's request. The customer's right to resell shall lapse in the event of default in payment or the application for or opening of insolvency proceedings.
- The processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue in the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. In order to secure our claims against the customer, the customer also assigns to us such claims against a third party which accrue to him as a result of the combination of the goods subject to retention of title with a property; we accept this assignment already now.
§ 6 Liability for material defects
- The customer's claims for material defects shall become statute-barred twelve (12) months after the transfer of risk. This shall not apply insofar as the law mandatorily prescribes longer periods in accordance with § 438 para. 2 no. 2 BGB and § 479 para. 1 BGB.
- Warranty rights of the customer presuppose that the customer has duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Notices of defects shall be deemed to be late if they are only asserted after the expiry of a period of one calendar week after handover of the goods to the customer. In the case of hidden defects, the alleged defect must be notified within a period of two working days after discovery of the defect.
- Should the delivered goods have a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. The customer is only entitled to assert further claims for material defects against us after two (2) failed attempts at rectification.
- Claims for material defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage which occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating resources or due to special external influences which are not assumed under the contract. If the customer makes changes to the delivered goods, the claims for material defects shall expire.
- Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses have increased due to the fact that the customer has subsequently taken the goods delivered by us to a place other than the customer's delivery address; unless the transfer is in accordance with their intended use.
§ 7 Delivery time and delay
- The delivery of goods is regularly carried out by dispatch to the delivery address specified by the customer, unless otherwise agreed.
- If the transport company returns the dispatched goods to us because delivery was not possible, the customer shall bear the costs for the unsuccessful dispatch. This does not apply if the customer is not responsible for the circumstance that led to the impossibility of delivery or if the customer was temporarily prevented from accepting the service offered, unless we gave him prior notice of the service within a reasonable period of time.
- The risk of accidental loss and accidental deterioration shall pass to the customer in the case of sale by dispatch upon delivery of the goods to a suitable transport person at our place of business.
- We reserve the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that we are not responsible for the non-delivery and we have concluded a specific covering transaction with the supplier with due diligence. We shall make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.
- The start of the delivery period stated by us presupposes the timely and proper fulfilment of the customer's obligations. We reserve the right to plead non-performance of the contract.
- If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the time at which the customer is in default of acceptance or debtor's delay.
- In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of compensation for delay, which shall be limited to a maximum value of 3% of the delivery value, but not more than 15% of the delivery value.
- If the customer does not accept the goods, we are entitled to withdraw from the contract after setting a reasonable grace period, to refuse the agreed delivery and to claim damages. In the latter case, we are entitled to demand 25% of the agreed purchase price as compensation for damages without the need for concrete proof of damage. The customer is free to prove that no damage or not this amount of damage has been incurred.
§ 8 Liability
- With the exception of liability for damages arising from injury to life, limb and health, as well as mandatory liability under the Product Liability Act, our liability is limited to intent and gross negligence to the extent permitted by law.
§ 9 Miscellaneous
- This contract and the legal relationship resulting therefrom shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive place of jurisdiction for all disputes arising from contracts between the customer and us is the location of the registered office of Staubsaugermanufaktur GmbH in Schulzendorf.
- All amendments and ancillary agreements to these General Terms and Conditions of Business must be made in writing in order to be effective. This also applies to any waiver of this written form requirement.
- Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, a provision shall be deemed to have been agreed which, within the scope of what is legally permissible, comes as close as possible to what was intended by the contracting parties in accordance with the original meaning and purpose of the invalid provision. Any gaps in this contract shall be filled in accordance with what the parties would have agreed had they been aware of the need to regulate the issue on the basis of a reasonable assessment of the factual and legal situation and taking into account the justified interests of the other party in each case.