General Terms and Conditions
I. General terms for private customers
II. General terms and conditions for commercial customers
I. General terms for private customers
The following General Terms and Conditions also contain legal information on your rights in accordance with the provisions on contracts in distance selling and electronic business transactions as well as the consumer guidelines. We are always anxious to find a customer-friendly solution also in legal questions. Should you have any questions regarding our general terms and conditions, please feel free to contact us at any time. Write us gladly an E-Mail to: email@example.com.
§ 1 GENERAL INFORMATION
These General Terms and Conditions govern the relationship between Roberto Geissini Verwaltungs GmbH (hereinafter referred to as "Roberto Geissini or Seller") and users of the online shop Roberto Geissini (hereinafter referred to as "Users or Buyers").
a) when using the Internet presence provided under https://www.robertogeissini.de/en/ (hereinafter referred to as the "Website") and
(b) the sale of goods (hereinafter 'goods') by Roberto Geissini to the consumer via the website.
Roberto Geissini is registered in Germany in the commercial register HRB 107877. The administrative address of Roberto Geissini Verwaltungs GmbH is Max-Planck-Str. 4, 50858 Köln, Germany. The value added tax identification number is: USt. ID 298928553.
The current version of the General Terms and Conditions can be found under:
https://www.robertogeissini.de/en/general-terms-and-conditions can be downloaded and printed out.
A consumer is any natural person who enters into a legal transaction for a purpose that is not attributable to his or her
can still be attributed to their commercial or self-employed occupational activity.
Roberto Geissini is entitled to amend these General Terms and Conditions in accordance with § 15. These
General Terms and Conditions (hereinafter "GTC") of" Roberto Geissini Verwaltungs GmbH (hereinafter "Roberto Geissini or Seller") apply to all contracts which a consumer or entrepreneur (hereinafter "user or customer") concludes with the Seller with regard to the goods and/or services presented by the Seller in his online shop. The inclusion of the customer's own conditions is hereby objected to, unless otherwise agreed in writing. A consumer in the sense of these GTC is any natural person who concludes a legal transaction for purposes which can predominantly be attributed neither to his commercial nor his self-employed professional activity. Entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity, which is entered into upon conclusion of a legal transaction.
legal transaction in the exercise of their commercial or independent professional activity.
§ 2 DATA PROTECTION
Roberto Geissini is committed to protecting your privacy. When using Roberto Geissini it is necessary to store and process personal data. Within the
§ 3 CONCLUSION OF CONTRACT
The presentation of the order possibility in the online shop does not represent a binding sales offer of Roberto Geissini, but serves for the delivery of a binding offer by the customer.
The customer can submit the offer via the online order form integrated into the seller's online shop. After placing the selected goods and/or services in the virtual shopping basket and completing 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 completing the ordering process.
The seller can accept the customer's offer within five working days by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive, or by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or by requesting payment from the customer after placing his order. If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the Customer is no longer bound by his declaration of intent.
The period for acceptance of the offer shall begin on the day following the dispatch of the offer by the customer and shall end on the fifth working day following the dispatch of the offer. When submitting an offer via the seller's online order form, the text of the contract is stored by the seller and sent to the customer in text form (e.g. e-mail, fax or letter) after sending his order with reference to the present GTC. In addition, the text of the contract shall be archived on the Seller's website and may be accessed free of charge by the Customer via his password-protected customer account by providing the corresponding login data.
if the customer has created a customer account in the online shop of the seller before sending his order.
Before the binding submission of the order via the online order form of the seller, the customer can correct his entries continuously 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. The order processing and establishment of contact usually take place by e-mail and automated order processing. The customer must ensure that the e-mail address given by him for order processing is correct, so that at this address the e-mail address provided by the seller is not use. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the seller or third parties commissioned by the seller to process the order can be delivered. When ordering alcoholic beverages, the customer confirms by sending the order that he has reached the legally required minimum age and undertakes to ensure that either he or a person of full age authorized by him may receive the goods. Goods shall only be sold in normal household quantities.
§ 4 REVOCATION INSTRUCTION
REVOCATION INSTRUCTION / RIGHT OF REVOCATION
You have the right to revoke this contract within fourteen days without giving reasons. The
The revocation period is fourteen days from the day on which you or a third party named by you who is not the carrier have taken or have taken possession of the last goods.
In order to exercise your right of revocation, you must
Roberto Geissini Verwaltungs GmbH
by means of a clear statement (e.g. a letter or e-mail sent by post) about your
decision to revoke this contract. You may use the attached model withdrawal form, which is not mandatory. In order to comply with the revocation period, it is sufficient for you to send the notification of exercising the right of revocation before the expiry of the revocation period.
If you cancel this contract, we will have all payments we have received from you, including delivery costs (other than additional costs arising from your choice of a method of delivery other than the cheapest standard delivery offered by us), without undue delay and at the latest within fourteen days of the date on which we receive notice of your revocation of this Agreement. Such refund will be made using the same means of payment that you used in the original transaction, unless expressly agreed otherwise with you and in no event will you be charged for such refund.
We may refuse to refund until we have received the Goods back or until you have provided evidence that you have returned the Goods, whichever is earlier.
You must return or hand over the goods to us immediately and in any event within fourteen days of the day on which you notify us of the revocation of this contract at the latest. This period shall be deemed to have been observed if you dispatch the goods before the expiry of the period of fourteen days. You shall only be liable for any loss in value of the goods if such loss in value is due to handling of the goods which is not necessary for testing their condition, properties and functionality.
SAMPLE REVOCATION FORM
(If you want to cancel the contract, please fill in this form and send it to us back.)
Roberto Geissini Verwaltungs GmbH
- I hereby (*) revoke the contract concluded by me/us (*) for the purchase of the following goods
(*)/the provision of the following service (*)
- Ordered on (*)/received on (*)
- Name(s) of consumer(s)
- Address of consumer(s)
- Signature of consumer(s) (only for paper communication)
(*) Delete as appropriate.
§ 5 PROCESSING OF RETURNS
Before returning the goods, they must be packed safely and carefully. If a product cannot be properly packaged, please contact us to arrange for collection by us.
§ 6 PRICES, TERMS OF PAYMENT AND SHIPPING COSTS
The prices shown by Roberto Geissini include the legal value added tax, but not the shipping costs. The shipping costs are 3,95 Euro for Germany. The costs for the express delivery are
Delivery within Germany is 12.95 Euro (DE) per delivery. Within the European Union the prices of the shipping costs vary. The final price including shipping costs will be highlighted for each order as the final price.
If nothing else results from the product description of the salesman, it acts with the
prices are total prices. Value added tax is shown unless the goods in question are subject to differential taxation pursuant to § 25a UStG. Any additional delivery and shipping costs will be stated separately in the respective product description.
The customer has various payment options available through PayPal or AMAZON Pay, which are specified in the online shop of the seller.
If prepayment is agreed, the payment is due immediately after conclusion of the contract.
If the payment method "PayPal Plus " is selected, the payment is processed by the payment service provider PayPal
(Europe) S.a.r.l. et Cie., S.CA, 22-24 Boulevard Royal, L-2449 Luxembourg, under application of the PayPal-
If the payment method "Amazon Pay " is selected, the payment will be processed by the payment service provider Amazon Europe Core S.à r.l. (technical operation of the website amazon.de):
Amazon Europe Core S.à r.l. (Société à responsabilité limitée), 38 avenue John F. Kennedy, L-1855 Luxembourg (share capital: EUR 192.061; registered with RCS Luxembourg; registration number: B-180022; Business Licence Number: 10040783; VAT ID: LU 26375245). The company is legally represented by Terry Hanold.
In the case of payment via SEPA Direct Debit, the payment will be debited at the earliest on the next bank working day after receipt of the order. Under certain circumstances, a bank working day may also be a public holiday. The advance notice period for a SEPA Direct Debit is one day and is given with the order confirmation. Roberto Geissini must be notified immediately if the SEPA mandate is terminated by the account holder prior to the debit. Costs incurred in connection with invalid mandates for which the User or the Account Holder is responsible shall be borne by the User and the Account Holder.
In the case of purchase on account, the invoice amount is due on the calendar day stated in the invoice. The payment method purchase on account is not available for all offers and requires, among other things, a successful credit check. With the payment method purchase on account you agree to the passing on of your personal data and that of the order for the purpose of the creditworthiness and identity check. Please understand that we cannot influence the result of this independent credit check. The following must be observed when paying on account:
- The billing address and the delivery address must be identical for verification and evaluation purposes (e.g. no
delivery to a packing station or company address).
- We can only offer payment on account for orders within Germany.
- If invoice amounts from another order are still open, this method of payment cannot be used.
can be selected.
- We have a shopping cart limit of 100.00 EUR.
§ 7 DELIVERY
The delivery takes place only within Europe.
Roberto Geissini carries out the shipment of goods through the company WM GROUP GmbH.
WM Group GmbH
D-49492 Westerkappeln-Velpe, Germany
The delivery time is a maximum of five working days after receipt of the order. For delivery a
Delivery address to which the goods can be delivered during normal business hours. The delivery process is completed as soon as the goods are delivered to the specified address.
If the product ordered is not available because we are not supplied with this product by our suppliers through no fault of our own, we may withdraw from the contract. In this case we will inform you immediately and refund any consideration already received from you to you immediately.
§ 8 WARRANTY
The statutory warranty rights shall apply with the exception of claims for damages and reimbursement of expenses. Restrictions are regulated in detail under § 10.
If Roberto Geissini grants special guarantees, the statutory warranty rights remain unaffected.
untouched. Roberto Geissini does not guarantee that the website will be uninterrupted, secure or error-free at all times.
§ 9 PRODUCTS ON THE WEBSITE
The product images on the website are for illustrative purposes only. Although we do our best to accurately reproduce the colors, we cannot guarantee that your screen will accurately reproduce those colors. The products supplied may therefore differ slightly from the images used. The packaging of the goods may differ from that shown in the images on the website.
§ 10 LIABILITY
Roberto Geissini shall be liable without limitation for any damages caused by her, her legal representatives or by the
Roberto Geissini's vicarious agents are liable for damages caused by injury to life, body or health (personal injury) as well as for all damages caused intentionally or through gross negligence.
Roberto Geissini shall have unlimited liability in the event of fraudulent concealment of defects and in the event of assumption of a guarantee of quality.
Roberto Geissini shall only be liable for other damages if a material contractual obligation or a material pre-contractual obligation is breached. Material contractual obligations are those obligations which protect material contractual obligations of the customer which the contract has to grant him according to its content and purpose; also material obligations are those obligations the fulfilment of which enables the proper execution of the contract in the first place and on the observance of which the customer has relied or may rely regularly, e.g. Roberto Geissini has to hand over the goods to the customer free of material defects and defects of title and to procure ownership of them. In such cases, however, liability shall be limited to the amount of damages foreseeable and typical for the contract at the time of conclusion of the contract.
A legally prescribed strict liability as well as the regulations of the
Product Liability Act shall remain unaffected by the above limitation of liability.
Roberto Geissini shall not be liable for delays or breaches of contract if the delay or breach of contract is due to
violation is caused by force majeure and Roberto Geissini is not responsible. Events outside the sphere of influence of Roberto Geissini are in particular strikes, lock-outs or other industrial events, civil unrest, invasions, terrorist attacks or threats, war or preparations for war, fire, explosion, storm, flood, earthquake, landslide, epidemic or other natural catastrophe or failure of private or public telecommunications networks, rail transport, sea freight, air freight, forwarding agents or other public or private transports. Due to the nature of the Internet and the related technology used to make the Site available, it can only be provided on an "as is" and "as available" basis. This means that we do not
promise that use of the Website will be uninterrupted, uninterrupted, error-free or will meet your expectations. Similarly, we cannot guarantee the accuracy, timeliness, availability, correctness and completeness of the information contained on the Website (although we will do our best to achieve this).
§ 11 DISCLAIMER OF LIABILITY FOR EXTERNAL LINKS
Roberto Geissini provides links to third party websites on its website and declares that it has no influence on the design or content of the linked pages. Roberto Geissini therefore expressly dissociates himself from all contents of all linked pages of third parties. Roberto Geissini does not adopt the contents of the linked pages as its own. This declaration applies to all links of the website and to all contents of the pages,
to which the links refer.
§ 12 RETENTION OF TITLE
The goods remain the property of Roberto Geissini until the purchase price has been paid in full.
§ 13 COPYRIGHTS AND DATABASE RIGHTS
The entire content included in or provided by the Roberto Geissini online store, such as trademarks, text, graphics, logos, button icons, images, audio clips, digital downloads and data collections, is the property of
Roberto Geissini Verwaltungs GmbH or third parties who supply content or make it available on the website and is protected by German and international copyright, trademark and database law. The entire content of the Roberto Geissini online shop, including or provided by Roberto Geissini Verwaltungs GmbH, is the exclusive property of Roberto Geissini Verwaltungs GmbH and is protected by Luxembourg and international copyright and database right laws. The use of all copyrighted material used and displayed by Roberto Geissini on the website is permitted to the user for private purposes only. Third party copyrighted material used by Roberto Geissini to display the goods it offers may not be copied, reproduced, stored in a retrieval system, or transmitted in any form or by any means without the prior written permission of Roberto Geissini.
§ 14 RIGHT OF USE FOR PHOTOS AND PHOTOS POSTED ON THE WEBSITE CONTENTS
By uploading photos, the user grants Roberto Geissini the right, unlimited in time and space, to use the photos within the scope or for the purposes of the online offer, in particular to offer them to other users for retrieval, storage and printing and to use them in online media of Roberto Geissini or affiliated companies. In this context, Roberto Geissini may also edit, distribute, make publicly accessible and reproduce photos. Photos posted on the website can also be editorially displayed, highlighted and evaluated. By uploading the images, the user declares that he has the necessary rights of use. It is the sole responsibility of each user who uploads photos to the site to have the necessary rights to do so. The user can revoke the use of his picture in writing at any time.
§ 15 CHANGES TO THE GENERAL TERMS AND CONDITIONS OF BUSINESS
Roberto Geissini is entitled to change the general terms and conditions. Roberto Geissini will make these changes only for valid reasons, in particular due to changes in the law, legal requirements or other important reasons. Otherwise, the amendment of the General Terms and Conditions requires the consent of the user. You will be informed of such changes.
Each purchase is subject to the current General Terms and Conditions at the time of the order.
Roberto Geissini will record the time of the change at the beginning of the General Terms and Conditions for each revision of these General Terms and Conditions. If possible and necessary, Roberto Geissini will inform users of any significant changes to texts referred to in these General Terms and Conditions. Roberto Geissini will inform users via the website (e.g. by asking whether the changes will be accepted before proceeding with the purchase) or by e-mail.
§ 16 JURISDICTION AND CHOICE OF LAW
In business transactions with merchants and with legal entities under public law, the term
exclusive place of jurisdiction for all legal disputes, also with regard to tortious claims, Cologne, Germany
§ 17 SEVERABILITY CLAUSE
Should one or more provisions of these General Terms and Conditions be invalid, the remaining provisions shall remain unaffected. The ineffective provisions shall be replaced by the statutory provisions.
§ 18 RIGHTS
If you do not agree with these general terms and conditions and Roberto Geissini should not be liable for any postings or messages published by users of discussion boards, guestbooks or mailinglists provided on his page.
claims, this does not mean that Roberto Geissini will not be able to take the appropriate action.
gives up any rights. Roberto Geissini reserves the right to assert its claims for the future. You hereby agree that Roberto Geissini may transfer your rights and obligations under these Terms and Conditions to third parties without prejudice to your rights and obligations. The user may only transfer his rights and obligations arising from these General Terms and Conditions to third parties with the written consent of Roberto Geissini.
§ 19 APPLICABLE LAW
In the event of legal disputes, the laws of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
applicable. In dealings with end consumers within the European Union, the law of the end consumer's place of residence is also applicable, provided that it is mandatory to deal with consumer law provisions.
II. general terms and conditions for commercial customers
General Terms and Conditions of Sale of Roberto Geissini Verwaltungs GmbH
Contractual partners in business transactions are companies, legal entities under public law and special funds under public law.
1. general terms of delivery
1.1 These terms and conditions of delivery shall apply exclusively to the following terms and conditions and in the currently valid version. The purchaser will be notified in writing of any changes to the General Terms and Conditions. Conflicting or different conditions of the Buyer shall not apply and shall not bind Roberto Geissini Verwaltungs GmbH - hereinafter referred to as "Seller" - unless the "Seller" expressly agrees to them in writing. Even if the seller executes orders with knowledge of such conditions, this does not constitute agreement with these conditions.
1.2 In the event of a permanent business relationship, these General Terms and Conditions of Sale shall also apply to subsequent orders, repeat orders, verbal orders etc. without the need for a renewed reference to them.
1.3 With his order the buyer declares his binding promise that he wishes to purchase the ordered goods. Collateral agreements and assurances as well as amendments or supplements to a contract concluded in writing or by telex must be made in writing.
1.4 The Buyer is hereby notified that our representatives, agents and representatives have no power of attorney to conclude a contract. They are only authorized to accept orders, unless they have a final power of attorney. These sales conditions remain binding in all other parts even if individual provisions are legally ineffective. In this case, the parties shall be obliged to replace the invalid provision with a valid provision that comes as close as possible to the economic intent of the previous provision.
2 Offer, order confirmation and non-acceptance of ordered goods
2.1 Offers are subject to change without notice. Delivery dates, quantities, articles, quality and prices are subject to change.
2.2 The contract of sale is concluded by an order confirmation from the seller and/or by sending the
ordered goods. If we do not receive a written objection from the buyer within 14 days of the date of the order confirmation, our order confirmation shall be decisive for the performance content of the purchase contract, insofar as the delivered goods do not deviate insignificantly from the order, so that an acceptance by the buyer could not be expected.
2.3 The Seller may reschedule within the framework of the placed order for technical production reasons or in the course of market adjustment.
2.4 If the Buyer does not accept the ordered goods, the Seller may demand reasonable compensation, taking into account the usual expenses. The buyer is at liberty to prove lower expenses of the seller.
3. scope of deliveries and services, rights of use
3.1 The characteristics of the goods ordered and delivered shall be governed by the descriptions of the characteristics in the Seller's online catalogue in the version valid on the order date. Otherwise, information in brochures, catalogues or general documents shall only be binding if the Seller refers to them in writing. Dimensional and similar details in documents referred to in the offer (e.g. illustrations) do not claim 100% accuracy within the framework of customary tolerances unless they are expressly designated as binding.
3.2 If brand names are part of the scope of performance, the buyer shall be granted a non-exclusive right to use the brands for the purpose of selling the goods and limited to this.
3.3 The purchaser is entitled to use goods with the brand name Roberto Geissini only on his own behalf.
to advertise and operate online platforms.
4. prices, notice of defects, return and terms of payment
4.1 Unless otherwise stated, all prices are quoted in EURO. Foreign payments are free of charge for the seller. The date of payment shall be deemed to be the date on which the amount is credited to the Seller's account. Prices are ex works including loading at the factory or central warehouse (EXW Incoterms 2010), but excluding packaging, transport, insurance, customs duties and unloading for shipments outside Germany.
4.2 Value added tax is not included in the prices; it shall be shown separately in the invoice at the statutory rate on the date of invoicing.
4.3 The invoice shall be issued by the Seller on the day of delivery and/or provision of the goods and shall be payable immediately without deduction.
4.4 Returns to the Seller shall only be accepted after announcement and approval by the Seller. The acceptance of returns is generally refused, unless the seller takes back the goods as a gesture of goodwill and credits them. The credit shall be made after deduction of a processing fee of 25 % of the invoice value.
4.5 The deduction of a discount requires a special written agreement. The agreement to deduct a cash discount shall also only become effective in this case if the purchaser is not in arrears with payments due to other deliveries.
4.6 If payments are deferred or if the buyer otherwise fails to meet the payment deadline, he shall pay default interest from the due date without reminder at a rate of 8 per cent above the base interest rate of the ECB pursuant to § 247 BGB (German Civil Code). We reserve the right to compensation for further damages. The buyer is, however, permitted to prove that no damage or a significantly lower damage has been incurred at all.
4.7 Each reminder will be charged at a flat rate of 15 EUR.
4.8 The buyer has a right of retention or can only be held liable for such claims due to possible
Counterclaims which are undisputed or have been legally established.
4.9 If the Buyer fails to meet his payment obligations, ceases payments or does not honour a cheque or bill of exchange or if the Seller becomes aware of a significant deterioration in the circumstances of the Buyer which endanger the purchase price, the entire remaining debt shall become due. If the entire remaining debt is not paid, the right of use of the goods expires according to clause 3 of the buyer. The seller is entitled either to take back the goods without waiving his claims until satisfaction or to withdraw from the contract. In the event of rescission through no fault of his own, the Buyer shall, in addition to compensation for the goods, reimburse the Seller for any reduction in value, at least in accordance with Clause 4.4. and for loss of profit, even if this is not his fault. If the goods are taken away, all costs shall be borne by the purchaser.
4.10. If, after conclusion of the contract, it becomes known that a defect in the creditworthiness of the buyer or for any other reason will result in the fulfilment of a substantial part of his payment obligation, the buyer shall be entitled to compensation.
is temporarily or permanently endangered, the Seller may suspend its delivery or performance with simultaneous notification to the Buyer and make the continuation dependent on other adequate guarantees being provided for the performance of the contract by means of advance payment, bank guarantee or security.
4.11. In the case of foreign business transactions, this right of suspension also exists in the event of currency fluctuations to the detriment of the seller of at least 5%. The period between order confirmation and first delivery is decisive; the parties then undertake to negotiate a solution.
4.12. Due to alleged defects, the buyer can only withhold payments if the notice of defects was notified to the seller immediately after receipt (explicit reference is made to § 377 HGB (German Commercial Code)) and/or is recognised by the seller as justified and the goods show not only minor technical deviations in quality, colour, dimensions or design. In the event of a justified complaint, the Seller shall be entitled to choose between repair or delivery of defect-free replacement goods within 20 days.
5 Deadlines for deliveries or services
5.1 The observance of the deadlines for the seller shall presuppose the timely receipt of the order confirmation and the
all documents to be supplied by the buyer, as well as the observance of the agreed terms of payment and other obligations by the buyer. If these conditions are not fulfilled in time, the deadlines shall be extended accordingly; this shall not apply if the Seller is responsible for the delay. The stated delivery dates are subject to the proviso that the Seller's suppliers deliver the goods in due time and properly. If this is not the case, the Seller reserves the right to change the delivery date. The delivery date will then be extended accordingly. If non-compliance with the deadlines is due to force majeure, e.g. sovereign measures such as mobilization, war, riot or similar events, e.g. strike, lockout, the delivery deadlines shall be extended accordingly. The same shall apply if
such hindrances occur with suppliers.
5.2 The deadline shall be deemed to have been met if the operational consignment has been dispatched or collected within the deadline. If the delivery is delayed for reasons for which the purchaser is responsible, the notification of readiness for dispatch is sufficient for compliance with the deadline. Partial deliveries are permissible, as far as they are reasonable for the buyer.
5.3 The Seller shall be released from his obligation to deliver if he, for his part, has not been supplied on time or in the agreed quantities or qualities by his suppliers despite a proper order.
5.4 If the Seller is responsible for the failure to meet the delivery deadline and/or if the goods have not been delivered on time and the hindrance lasts for more than 4 weeks, the Buyer may withdraw from the contract immediately if the Seller has informed him that he cannot deliver on time. The buyer must announce the resignation with a period of two weeks by registered letter or telex.
5.5 In any case, claims for compensation by the Buyer in the aforementioned cases shall be excluded insofar as the Seller has objected to his obligations pursuant to § 5, clauses 1-4.
5.6 The goods shall be shipped insured unless otherwise agreed.
5.7 If delivery is delayed due to circumstances for which the purchaser is responsible, the risk of accidental loss or deterioration of the goods shall pass to the purchaser at the time of default in acceptance.
5.8 If the Buyer is responsible for the delay in acceptance, the Seller may claim compensation for the delay if it has suffered actual damage. Evidence of higher or lower storage costs remains unaffected. However, the seller is entitled to dispose of the goods elsewhere and to withdraw from the purchase contract after the fruitless expiry of a reasonable period set by him. Further claims due to default of acceptance shall remain unaffected.
6. transfer of risk, packaging
6.1 Unless otherwise agreed, benefit and risk shall pass to the buyer at the latest upon departure of the deliveries from the seller's central warehouse. If the seller
the dispatch, it can determine way and kind of the dispatch.
6.2 Partial deliveries are permissible.
6.3 If dispatch is delayed for reasons for which the Seller is not responsible, the risk shall pass to the Buyer in the event of a delay in dispatch.
delivery ex works or leaving the central warehouse to the buyer.
6.4 Delivery shall always be made in the Seller's standard packaging. The Seller shall be entitled, in the Seller's opinion, to select such special types of packaging as the Seller deems necessary. Any costs arising therefrom shall be borne by the Buyer.
7.1 If the goods delivered by the Seller prove to be defective, the Seller shall, at its reasonable discretion, either repair the affected parts free of charge or replace them at its discretion. The buyer must immediately notify the seller in writing of any defects (3 377 HGB).
7.2 In the event of hidden defects in the entire delivery, the statutory provisions shall apply within the scope of the following limitation: The Seller shall be liable for delays in delivery, non-performance and poor performance for which he is responsible on the part of sub-suppliers and producers only to the extent that warranty and liability claims can be asserted against them.
7.3 The Buyer shall grant the Seller the necessary time and opportunity to remedy the defect. If he refuses this, the seller shall be released from liability for defects.
7.4 Of the direct costs arising from the repair or replacement delivery, the Seller shall bear the costs of the repair or replacement delivery.
Seller in accordance with Clause 7.1. the costs of the replacement part including dispatch within Germany or free border. In all other respects the buyer shall bear the costs.
7.5 The Buyer shall have the right to withdraw from the contract if the Seller allows a reasonable grace period set for the Seller for the rectification or replacement delivery due to a material defect to expire fruitlessly, subject to compliance with the statutory provisions, i.e. in particular after a third unsuccessful attempt at rectification, insofar as this is necessary and reasonable due to particular complexity, restrictions in previous attempts at rectification and other aggravating circumstances. If there is only an insignificant defect, the buyer shall only be entitled to a reduction of the contract price. The right to a reduction of the contract price shall otherwise be excluded.
7.6 In the event of the Buyer's withdrawal from the contract, the Seller shall take back the delivery item against return of the goods.
The purchase price, minus the value of the granted use possibility, will be refunded.
7.7 The Seller's liability shall not apply to natural wear and tear and to damage arising after the transfer of use and risk from faulty or negligent handling, from the use of the delivered items under conditions which are not assumed under the contract. Warranty claims do not exist in particular for damages which do not correspond to the intended use of the delivery item.
7.8 In all cases, the purchaser is obliged to take all possible and reasonable measures to keep the expenditure for the purpose of subsequent performance as low as possible.
7.9 The Buyer shall, at the Seller's option, return defective products to the Seller or keep them ready for inspection and testing or destroy them.
8. duration of warranty
The warranty period is 12 months, unless a longer period is prescribed by law. The period shall be calculated from the time of transfer of risk.
9. defects of title
9.1 If the use of the delivered item leads to the infringement of industrial property rights or
In the event that the seller is obliged to provide the buyer with the opportunity or the right to resell or use the goods, the seller is obliged to do so in accordance with the copyright laws in the contract territory agreed in accordance with the terms of the contract. If this is not possible at economically reasonable conditions, both the buyer and the seller are entitled to withdraw from the contract. In addition, the Seller shall indemnify the Buyer against undisputed or legally enforceable claims of third party owners of industrial property rights in the European Economic Area.
9.2 The obligations mentioned in clause 9.1 shall only apply if: "the buyer immediately informs the seller of alleged infringements of rights, " the buyer supports the seller to a reasonable extent in defending the asserted claims, " the defect of title is not based on an instruction of the buyer and " the infringement of rights was not caused by the fact that the buyer has arbitrarily changed the delivery item or used it in a manner not in accordance with the contract.
10 Liability and damages
10.1 The Seller shall be liable for damages in the event of culpable injury to life, limb or health or in the event of intent in accordance with the statutory provisions, as well as in the event of gross negligence on the part of his legal representatives and executive employees and under the Product Liability Act. In the event of culpable breach of a so-called cardinal obligation, i.e. a contractual obligation which makes the proper execution of the contract possible in the first place and the fulfilment of which the Buyer may rely on, and in the event of defects which have been fraudulently concealed or the absence of which has been guaranteed, the Seller's liability shall be limited to typical contractual, foreseeable and insurable damage. The Seller shall assign to the Buyer any claims arising from liability or product liability insurance, which shall indemnify the Buyer against any liability to the extent of the insurance coverage. Further claims for damages and reimbursement of expenses by the purchaser are excluded, in particular with regard to consequential damages such as loss of profit.
10.2 The procedural burden of proof remains unaffected by the above provisions.
10.3 The liability of the simple vicarious agent for damages caused by grossly negligent misconduct is excluded.
11. impossibility, inability, delay in delivery
11.1 The buyer can withdraw from the contract without setting a deadline if the entire performance becomes finally impossible for the seller before the transfer of risk. In addition, the Buyer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and he has a justified interest in refusing the partial delivery. If this is not the case, the Buyer shall pay the contractual price attributable to the partial delivery. The same shall apply in the event of the Seller's inability to perform. Otherwise, the Seller's liability shall be determined exclusively in accordance with Clause 10. If the impossibility or inability to perform occurs during the delay in acceptance or if the Buyer is solely or predominantly responsible for these circumstances, he shall remain obligated to counter-performance.
11.2 If the Buyer sets the Seller a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the Buyer shall be entitled to withdraw from the contract within the framework of the statutory provisions. Further claims after delay in delivery shall be governed exclusively by Clauses 5 and 11.
12. statute of limitations
12.1 Unless the law prescribes a longer period as mandatory, all claims for damages shall become statute-barred.
Warranty claims within 12 months from transfer of risk.
12.2 In the case of repair and/or replacement, the limitation period shall be 6 months, but shall not end before expiry of the original limitation period.
12.3 A preclusion period of 12 months from knowledge of the damage and the injuring party shall apply to the buyer's claims for damages.
13. retention of title
13.1 The Seller retains title and extended title to the delivery item until receipt of all payments arising from the business relationship with the Buyer. The foreign buyer must secure the retention of title as equally as possible in accordance with local law and is obliged to inform the seller of any cooperation actions required for this. In the event of breach of contract by the buyer, in particular in the event of default in payment, the seller is entitled, after setting a reasonable deadline, to take back the object of sale. The taking back of the object of sale by the seller does not constitute a withdrawal from the contract. The seizure of the object of sale by the seller always constitutes a withdrawal from the contract. After taking back the object of sale, the seller shall be entitled to sell it; the proceeds from the sale shall be set off against the buyer's liabilities - less reasonable selling costs.
13.2 The Buyer shall be obliged to treat the object of sale with care; in particular, he shall be obliged to
to adequately insure their own costs against fire, water and theft at replacement value.
13.3 Pledging, transfer by way of security or other obligations of the reserved goods are not permitted. In the event of seizure or other interventions by third parties, the Buyer must notify the Seller immediately in writing so that the Seller can bring an action against third parties in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse the Seller for the court and out-of-court costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred by the Seller.
13.4 The Buyer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to the Seller all claims in the amount of the final invoice amount (including VAT) of the Seller's claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The claim assigned to the Seller by the Buyer in advance shall also relate to the acknowledged balance and, in the event of insolvency of the Buyer, to the then existing "causal" balance. The buyer remains entitled to collect this claim even after the assignment. The authority of the seller to collect the claim himself remains unaffected. However, the seller undertakes not to collect the claim as long as the buyer meets his payment obligations from the proceeds received, does not fall into arrears.
and, in particular, no petition for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the seller can demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
13.5 The Seller undertakes to release the securities to which he is entitled at the Buyer's request insofar as the realisable value of his securities exceeds the claims to be secured by more than 10%; the Seller shall be responsible for selecting the securities to be released.
14. secrecy, industrial property rights and violation of
industrial property rights
14.1 The Buyer undertakes to sell the goods delivered by the Seller to the end customer only at his premises and at the address of the order. Without the Seller's written consent, the sale of the goods, except on the Seller's own online sales platforms, as well as the transfer of goods to resellers, whether for sale, exchange or free of charge, is prohibited.
14.2 For each infringement of Clause 14.1, the Buyer undertakes to pay a contractual penalty of EUR 15,000 for each individual case of infringement. This shall not affect the Seller's further compensation for damages. The buyer is at liberty to prove damage to a lesser extent.
14.3 All documents, such as designs, descriptions, price recommendations and other information
of a physical, immaterial or electronic nature, the Seller reserves all property rights, copyrights and other industrial property rights as well as his know-how. These may not be copied, used for purposes other than those provided for in the contract or made accessible to third parties (including through enquiries) or published without written consent. The same shall apply to any manufacturing and trade secrets of the Seller which are made accessible to the Buyer or otherwise disclosed.
14.4 The Buyer acknowledges the Seller's copyrights and other industrial property rights. In the case of software supplied, this protection shall also extend to any copies. Sublicenses may not be granted without the written consent of the Seller.
14.5 These obligations shall only cease to apply in respect of such data which were demonstrably already in the possession of the Buyer prior to the transfer by the Seller and which are publicly known to the Buyer by an authorised third party irrespective of the sales and delivery process in question and for which the Buyer is not at fault.
15. data protection All data of the buyer are treated in principle confidentially.
In accordance with Art. 24 DSGVO, the buyer is informed that the seller stores the contractual data in machine-readable form exclusively within the scope of the purpose of the contractual relationship.
16 Place of performance and jurisdiction
16.1 The Seller's head office shall be the place of performance for all deliveries and services.
16.2 Written notices to the Seller provided for in these General Terms of Delivery shall be sent directly to the Seller's place of business in DE - 50674 Cologne.
16.3 The place of jurisdiction for all disputes arising from the contractual relationship shall be the court responsible for Cologne. The seller is also entitled to sue at the buyer's place of business.
17 Applicable law German substantive law shall apply to the contractual relations.
The UN Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) is excluded.