General Terms and Conditions with Customer Information
Contents
1. Scope
2. Contract conclusion
3. Price and payment conditions
4. Delivery and shipment conditions
5. Force majeure
6. Delay in performance at the request of the customer
7. Retention of title
8. Liability for defects / warranty
9. Liability
10. Limitation
11. Retention, assignment
12. Code of Conduct
1) Scope
1.1 These General Terms and Conditions (hereinafter referred to as “T&C”) of CLASSEQ Ltd. (hereinafter referred to as “Seller”) shall apply to all policies for the delivery of goods concluded by business customers (hereinafter referred to as “Customer”) and the Seller for goods displayed by the Seller in its online shop. The inclusion of the Customer’s own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 These T&C shall also apply exclusively if the Seller makes the delivery to the Customer without any special reservation in the knowledge that the Customer’s terms and conditions conflict with or deviate from these T&C.
1.3 A company within the meaning of these T&C is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activity.
1.4 A company within the meaning of these T&C is also a public authority or other institution under public law if, when concluding the contract, act exclusively in accordance with private law.
2) Conclusion of contract
2.1 The product descriptions presented in the Seller’s online shop do not constitute binding offers on the part of the Seller, but serve for the submission of a binding offer by the Customer.
2.2 The Customer may submit the offer via the online order form integrated in the Seller’s online shop. After placing the selected goods and/or services in the virtual shopping basket and going through the electronic ordering process, the Customer makes a legally binding offer to enter into a contract for the goods and/or services contained in the shopping basket by clicking the button that concludes the ordering process. Furthermore, the Customer may also submit the offer to the Seller by telephone, email or online contact form.
2.3 The Seller may accept the Customer’s offer within five days,
by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), in which case the receipt of the order confirmation by the Customer is decisive, or
by delivering the ordered goods to the Customer, in which case the receipt of the goods by the Customer is decisive, or
by requesting payment from the customer after the customer has placed the order, or
if payment by direct debit is offered and the Customer chooses this method of payment, by collecting the total price from the Customer’s bank account, in which case the point in time at which the Customer’s account is debited is decisive.
If several of the aforementioned alternatives exist, the contract shall be concluded at the time at which one of the aforementioned alternatives occurs first. 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 day following the sending of the offer. If the Seller does not accept the Customer’s offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the Customer is no longer bound by their declaration of intent.
2.4 When an offer is made via the Seller’s online order form, the text of the contract shall be stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax or letter) after the Customer has been sent their order. The Seller shall not make the text of the contract accessible beyond this. If the Customer has set up a user account in the Seller’s online shop before submitting their order, the order data will be archived on the Seller’s website and can be accessed by the Customer free of charge through their password-protected user account by providing the relevant login data.
2.5 Before bindingly submitting the order via the Seller’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the magnification function of the browser, which can be used to enlarge the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.
2.6 Only the German language is available for the conclusion of the contract.
2.7 Order processing and contacting usually take place by email and automated order processing. The Customer must ensure that the email address they provide for order processing is correct so that emails sent by the Seller can be received at this address. In particular, if using SPAM filters, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller to process the order can be delivered.
2.8 If the parties have agreed special conditions, these shall generally not apply to contractual relationships with the Customer that are running at the same time or to future contractual relationships.
2.9 In the event of the Customer’s economic inability to fulfil its obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer by rescinding them without notice. This shall also apply in the event of an application for insolvency by the customer. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The customer shall inform the Seller in writing at an early stage of any impending insolvency.
3) Prices and terms of payment
3.1 Unless otherwise stated in the Seller’s product description, the prices quoted are net prices which are subject to statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies will be charged separately, if applicable.
3.2 The customer has various payment options available, which are indicated in the Seller’s online shop.
3.3 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.
3.4 A payment is deemed to have been received as soon as the equivalent amount has been credited to one of the Seller’s accounts. In the event of default in payment, the Seller shall be entitled to interest on arrears in the amount of 10 percentage points above the respective base interest rate. The remaining statutory rights of the Seller in the event of a default in payment by the customer shall remain unaffected by this. Insofar as claims are overdue, incoming payments shall first be credited against any costs and interest, then against the oldest claim.
3.5 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller shall be entitled to pass on the price increase to the Customer. However, this shall only apply if the delivery is to take place later than four months after the conclusion of the contract as agreed.
4) Terms of delivery and dispatch
4.1 Delivery of goods shall be made to the delivery address specified by the Customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the Seller’s order processing shall be decisive.
4.2 In the case of goods delivered by freight company, delivery shall be made “to kerbside”, i.e. to the public kerbside nearest to the delivery address, unless otherwise stated in the shipping information in the Seller’s online shop and unless otherwise agreed.
4.3 The Seller shall be entitled to make partial deliveries, insofar as this is reasonable for the Customer. In the event of permissible partial deliveries, the Seller shall also be entitled to issue partial invoices.
4.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the Seller is not responsible for the non-delivery and the Seller has concluded a specific covering transaction with the supplier with due diligence. The Seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer shall be informed immediately and the consideration shall be refunded without delay.
4.5 The risk of accidental loss and accidental deterioration of the sold goods shall pass to the Customer as soon as the Seller has delivered the item to the freight company, the carrier or the person or institution otherwise designated to carry out the shipment. This also applies if the Seller bears the costs of transport. Transport insurance shall only be taken out at the special request and at the expense of the Customer. If the Seller is responsible for installation and assembly, the risk shall pass to the Customer upon completion of the installation and assembly work and handover to the Customer.
4.6 In the event that dispatch of the goods to the Customer is delayed for reasons for which the Customer is responsible, the risk shall pass to the Customer upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the Customer.
4.7 Self-collection is not possible for logistical reasons.
5) Force majeure
In the event of events of force majeure affecting the performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the impediment and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without this giving rise to any claims against the Seller. Force majeure is deemed as all events unforeseeable by the Seller or events which – even if they were foreseeable – are beyond the Seller’s control and whose effect on the performance of the contract cannot be prevented by the Seller’s reasonable efforts. Any statutory claims of the customer shall remain unaffected.
6) Delay in performance at the request of the customer
If dispatch or delivery of the goods is delayed at the request of the Customer by more than one month after notification of availability for dispatch, the customer may be charged storage costs of 0.5% of the purchase price for each additional month but not more than a total of 5% of the purchase price. The contracting parties are free to prove higher or lower damages.
7) Retention of title
7.1 The Seller retains title to the goods delivered until the purchase price owed has been paid in full. Furthermore, the Seller retains ownership of the delivered goods until all its claims arising from the business relationship with the Customer have been fulfilled.
7.2 In the event that the delivered goods are processed, the Seller shall be deemed to be the manufacturer and shall acquire ownership of the newly created goods. If the processing uses other materials, the Seller acquires ownership in the ratio of the invoice values of their goods to that of the other materials. If, in the event of the goods of the Seller being combined or mixed with an item of the Customer, this item is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the goods of the Seller to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the Customer shall be deemed to be the custodian.
7.3 The Customer may neither pledge nor assign by way of security any items subject to retention of title or reservation of rights. The Customer shall only be permitted to resell the goods in the ordinary course of business as a reseller on condition that the Customer has effectively assigned to the Seller its claims against its customers in connection with the resale and the Customer transfers ownership to its customer subject to payment. By concluding the contract, the Customer assigns their claims in connection with such sales against their buyers to the Seller by way of security, who accepts this assignment at the same time.
7.4 The Customer shall immediately notify the Seller of any access to the goods owned or co-owned by the Seller or to the assigned claims. They shall immediately pay to the Seller any amounts assigned and collected, insofar as the Seller’s claim is due.
7.5 Insofar as the value of the Seller’s security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding share of the security interests at the request of the Customer.
8) Liability for defects / warranty
If the purchased item is defective, the provisions of the statutory liability for defects shall apply. Notwithstanding the above:
8.1 Claims for defects shall not arise in the event of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or as a result of special external influences which are not assumed under the contract. If improper modifications or repair work are carried out by the Customer or by third parties, there shall also be no claims for defects for these and the resulting consequences, unless the Customer can prove that the defect complained of was not caused by these modifications or repair work.
8.2 In the case of new goods, the limitation period for claims for defects shall be one year from the transfer of risk. In the case of used goods, the rights and claims due to defects are excluded.
8.3 The above-mentioned limitations of liability and shortening of the limitation period do not apply
to items which have been used for a building in accordance with their customary use and have caused its defectiveness,
to claims for damages and reimbursement of expenses of the Customer,
in the event that the Seller has fraudulently concealed the defect, as well as
to the claim under a right of recourse pursuant to Section 445a German Civil Code (BGB).
8.4 If a replacement delivery is made within the scope of the liability for defects, the limitation period shall not start anew.
8.5 If the supplementary performance has been made by way of replacement delivery, the Customer shall be obliged to return the goods initially delivered to the Seller within 30 days. The return package must contain the reason for the return, the Customer’s name and the number assigned for the purchase of the defective goods, which enables the Seller to allocate the returned goods. As long as and insofar as the assignment of the return is not possible for reasons for which the Customer is responsible, the Seller is not obliged to accept returned goods and to repay the purchase price. The costs of a new shipment shall be borne by the Customer.
8.6 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the customer pursuant to Section 346 (1) German Civil Code (BGB). Other statutory claims shall remain unaffected.
8.7 If the Customer is acting as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the Customer shall be subject to the commercial duty to examine the goods and to give notice of defects in accordance of Section 377 of the German Commercial Code (HGB). If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.
9) Liability
The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:
9.1 The Seller shall be liable without limitation for any legal reason
in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health,
on the basis of a promise of guarantee, unless otherwise regulated in this respect,
on the basis of mandatory liability such as under the Product Liability Act.
9.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited in accordance with the preceding clause.
Material contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Customer may regularly rely.
9.3 In all other respects, liability on the part of the Seller is excluded.
9.4 The above liability provisions shall also apply with regard to the Seller’s liability for its agents and legal representatives.
10) Statute of limitations
Claims of the Customer against the Seller shall become statute-barred – with the exception of the claims regulated under the item “Liability for defects / warranty” – one year after knowledge of the facts giving rise to the claim, at the latest, however, five years after performance of the service, unless liability is unlimited in accordance with the above item.
11) Retention, assignment
11.1 Rights of retention and rights to refuse performance on the part of the customer are excluded unless the Seller does not dispute the underlying counterclaims or these have been legally established.
11.2 Assignment by the Customer of claims arising from the contract concluded with the Customer, in particular assignment of any claims for defects on the part of the customer, is excluded.