Terms Of Service
Our General Terms and Conditions GTC
- GTC for private customers
- GTC for commercial customers
- GTC for private customers
PREVIEW
At the same time, the following GTCs contain legal information on your rights under the regulations on distance contracts and electronic commerce as well as the consumer directives. We always try to find a customer-friendly solution even in legal matters. If you have any questions about our terms and conditions, please feel free to contact us at any time. Feel free to email us at:info@robertogeissini.en.
Here you can find our return slip for download: https://www.robertogeissini.en/en/return voucher
You can reach our customer service for questions, complaints and claims on weekdays from
08:00 to 16:00 by phone at 02234 9570715 and by e-mail at info@robertogeissini.en.
- 1. GENERAL
These General Terms and Conditions govern the relationship between Roberto Geissini Verwaltungs GmbH (hereinafter "Roberto Geissini or Seller") and users of the Roberto Geissini online store (hereinafter "User or Buyer")
- a) when using the website available at www.robertogeissini.de (hereinafter referred to as the "Website"), and the
- b) the sale of goods (hereinafter "goods") by Roberto Geissini to the consumer through 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 Cologne. The sales tax identification number is: USt.-
ID 298928553.
The current version of the General Terms and Conditions can be found at:
www.robertogeissini.de/agb 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 him or her.
commercial or self-employed professional activity can be attributed to them.
Roberto Geissini is entitled to change these General Terms and Conditions in accordance with Section 15. These General Terms and Conditions (hereinafter referred to as "GTC") of Roberto Geissini Verwaltungs GmbH (hereinafter referred to as "Roberto Geissini or Seller") apply to all contracts concluded by a consumer or entrepreneur (hereinafter referred to as "User or Customer") with the Seller with regard to the goods and/or services presented by the Seller in its online store. The inclusion of the customer's own terms and conditions is hereby objected to, unless otherwise agreed in writing. A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity. An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
- 2 DATA PROTECTION
The protection of your privacy is a high concern for Roberto Geissini. In the context of the use of Roberto Geissini it is necessary to store and process personal data. As part of the
Privacy policy at www.robertogeissini.de/datenschutzerklaerung you can read what data Roberto Geissini collects from you and how it is used in accordance with the General Data Protection Regulation ( Art. 24 DSGVO) are processed for the purpose of the purchase transaction.
- 3 CONCLUSION OF CONTRACT
The presentation of the order option in the online store does not constitute a binding offer of sale by Roberto Geissini, but serves to submit a binding offer by the customer.
The Customer may submit the offer via the online order form integrated into the Seller's online store. In doing so, after placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the customer makes a legally binding contractual offer with regard to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process.
The Seller may 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), in which case the receipt of the order confirmation by the Customer shall be decisive, or by delivering the ordered goods to the Customer, in which case the receipt of the goods by the Customer shall be decisive, or by requesting payment from the Customer after the Customer has placed the order. If several of the aforementioned alternatives exist, the contract shall be concluded at the time when 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 shall no longer be bound by its declaration of intent.
The period for the acceptance of the offer begins on the day after the sending of the offer by the customer and ends with the expiry of the fifth working day following the sending of the offer. When submitting an offer via the seller's online order form, the text of the contract will be stored by the seller and sent to the customer after sending his order with reference to these terms and conditions in text form (eg. B. e-mail, fax or letter). In addition, the text of the contract is archived on the Seller's website and can be accessed free of charge by the Customer via his password-protected customer account by providing the relevant login data.
provided that the customer has created a customer account in the seller's online store before submitting his order.
Before binding submission of the order via the online order form of the seller, 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 take place via e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is accurate, so that under this address the seller's
sent e-mails can be received.
In particular, when using SPAM filters, the customer must ensure that all mails sent by the seller or by 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 legal age authorized by him may receive the goods. Goods are sold only in household quantities.
- 4 CANCELLATION INSTRUCTIONS
CANCELLATION POLICY / RIGHT OF REVOCATION
You have the right to cancel this contract within fourteen days without giving any reason. 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 possession of the last goods or the day on which the goods are returned. has.
To exercise your right of withdrawal, you must send us
Roberto Geissini Verwaltungs GmbH Max-Planck-Str. 4 50858 Cologne
E-mail: info@robertogeissini.de
by means of a clear declaration (e. g.B. a letter sent by mail or e-mail) about your decision to revoke this contract. You can use the enclosed sample revocation form for this purpose, but it is not mandatory. In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
WITHDRAWAL CONSEQUENCES
If you cancel this contract, we will have to pay you all the payments we have received from you,
including the delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us), without undue delay and at the latest within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
We may refuse to refund you until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us immediately and in any case no later than within fourteen days from the day on which you notify us of the revocation of this contract. The deadline is met if you send the goods before the deadline of fourteen days. You only have to pay for any loss of value of the goods if this loss of value is due to the handling of the goods which is not necessary for the inspection of the condition, properties and functioning of the goods.
SAMPLE--CANCELLATION FORM
(If you want to cancel the contract, please fill out this form and send it back to us.) An
Roberto Geissini Verwaltungs GmbH Max-Planck-Str. 4 50858 Cologne
E-mail: info@robertogeissini.de
- I/we (*) 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 of the consumer(s)
- Address of the consumer(s)
- Signature of the consumer(s) (only in case of notification on paper)
- Date
(*) Delete as applicable.
- 5 RETURN PROCESSING
Before returning the goods, they must be packed safely and carefully. If a product cannot be packaged appropriately, we ask that you contact us so that we can arrange for collection.
- 6 PRICES, PAYMENT TERMS AND SHIPPING COSTS
The prices shown by Roberto Geissini include the statutory value added tax, but not the shipping costs. The shipping costs are 5,90 Euro for Germany.
Within the European Union, the prices of the shipping cost table vary. The final price including shipping costs is highlighted as the final price for each order.
Unless otherwise specified in the product description of the seller, the
indicated prices for total prices. Value added tax is shown unless the goods are subject to differential taxation in accordance with § 25a UStG. Any additional delivery and shipping costs will be indicated separately in the respective product description.
Various payment options are available to the customer through PayPal or AMAZON Pay, which are indicated in the seller's online store.
If payment in advance has been agreed, payment is due immediately after conclusion of the contract.
If the payment method "PayPal Plus " is selected, the payment will be processed via the payment service provider PayPal (Europe) S.a.r.l. et Cie., S.CA, 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal
Terms of use, viewable at https:/Iwww.paypal.com/en/webapps/mpp/ua/useragreement-full. This requires u. a. requires that the customer open a PayPal account or already has such an account.
If the payment method "Amazon Pay " is selected, the payment will be processed via the payment service providerAmazon Europe Core S.at r.l. (technical operation of the website amazon.en):
Amazon Europe Core S.at r.l. (Société à responsabilité limitée), 38 avenue John F. Kennedy, L-1855 Luxembourg (share capital: EUR 192,061; registered with the RCS Luxembourg; registration number: B-180022; business license number: 10040783; VAT ID: LU 26375245). The company is legally represented by Terry Hanold.
In case of payment by SEPA direct debit, the payment will be debited at the earliest on the next bank working day after receipt of the order. A bank working day may also be a public holiday under certain circumstances. The advance notice period for a SEPA direct debit is one day and takes place with the order confirmation. Cancellation of the SEPA mandate by the account holder prior to debiting must be communicated to Roberto Geissini immediately. 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.
When purchasing on account, the invoice amount is due on the calendar day specified 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 transfer of your personal data and that of the order for the purpose of credit and identity checks. Please understand that we cannot influence the result of this independent credit check The following should be noted when paying on account:
- The billing address and shipping address must be identical for verification and evaluation (e. g. Ex. none
Delivery to a packing station or company address).
- We can offer payment on account only for orders within Germany.
- If invoice amounts from another order are still open, this payment method cannot be used.
to be chosen.
- We have a shopping cart limit in the amount of 100.00 EUR.
ARTICLE 7 DELIVERY
Delivery is only within Europe.
Roberto Geissini carries out the shipment of goods through the company WM GROUP GmbH.
WM Group GmbH
Industrial road 39
D-49492 Westerkappeln-Velpe
The delivery time is a maximum of up to five working days after receipt of the order. For delivery must have a
Delivery address must be specified, 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 ordered product 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 return to you any consideration already received from you without delay.
- 8 WARRANTY
The statutory warranty rights shall apply with the exception of claims for damages and reimbursement of expenses. Restrictions on this are regulated in detail under § 10.
If Roberto Geissini grants special guarantees, the legal warranty rights remain unaffected.
untouched. Roberto Geissini does not warrant that the Website will be uninterrupted, secure or error-free at all times.
ARTICLE 9 PRODUCTS ON THE SITE
The product images on the website are for illustrative purposes only. Although we do our best to reproduce colors accurately, we cannot guarantee that your display will accurately reproduce these colors. Therefore, the delivered products may differ slightly from the images used. The packaging of the goods may differ from that shown in the pictures on the website.
- 10 LIABILITY
Roberto Geissini shall be liable without limitation for any loss or damage caused by it, by its legal representatives or by the
vicarious agents of Roberto Geissini for damages caused by injury to life, body or health (personal injury) as well as for all damages caused intentionally or by gross negligence.
Roberto Geissini is liable without limitation in case of fraudulent concealment of defects and in case of acceptance of a guarantee of quality.
Roberto Geissini is only liable for other damages if an essential contractual obligation or an essential pre-contractual obligation is violated. Material contractual obligations are obligations that protect the customer's material contractual obligations, which the contract is intended to grant to the customer according to its content and purpose; furthermore, material obligations are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the customer has regularly relied or may rely, e.g.B. Roberto Geissini has to hand over the item to the customer free of material defects and defects of title and to procure the ownership of the item. In these cases, however, the liability is limited to the amount of damages foreseeable and typical for the contract at the time of the conclusion of the contract.
Any strict liability prescribed by law and the provisions of the
Product Liability Act shall remain unaffected by the above limitation of liability.
Roberto Geissini shall not be liable for any delay or breach of contract if the delay or
injury is caused by force majeure and Roberto Geissini is not responsible. Events beyond Roberto Geissini's control include, but are not limited to, strikes, lockouts or other industrial events, civil uprisings, invasions, terrorist attacks or threats, war or preparations for war, fire, explosion, storm, flood, earthquake, landslides, epidemics or other natural disasters, or failures of private or public telecommunications networks, rail transportation, ocean freight, air freight, freight forwarding or other public or private transportation. Due to the nature of the Internet and the related technology used to provide the Website, it can only be provided on an "as available" and "as is" basis. This means that we do not
can promise that the use of the website can take place without interruption, delay or error or that it will meet your expectations. Likewise, we cannot guarantee the accuracy, timeliness, availability, correctness and completeness of the information contained on the website (although we do our best to achieve this).
- 11 EXCLUSION 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 and content of the linked pages. Roberto Geissini therefore expressly distances itself from all content of all linked third-party sites. Roberto Geissini does not adopt the contents of the linked pages as its own. This declaration applies to all links on the website and to all contents of the pages to which the links refer.
- 12 RESERVATION OF TITLE
The goods remain the property of Roberto Geissini until full payment of the purchase price.
- 13 COPYRIGHT TRADEMARKS AND DATABASE RIGHTS
All content included in or provided through the Roberto Geissini online store, such as trademarks, text, graphics, logos, button icons, images, audio clips, digital downloads and data compilations, is the property of Roberto Geissini Verwaltungs GmbH or third parties supplying content or making it available on the site, and is protected by German and international copyright, trademark and database right laws. Also, the entire stock of content contained in or provided through Roberto Geissini Online Store 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. Copyright protected material of third parties, which Roberto Geissini uses for the representation of the goods offered by it, may not be used by the user for own purposes, as far as this exceeds the private use.
- 14 RIGHT OF USE OF POSTING PHOTOS AND
CONTENTS
With the posting of photos the user grants Roberto Geissini the spatially and temporally unrestricted right to use the photos within the scope and/or for the purposes of the online offer, in particular to offer it to other users for retrieval, storage and printing and to use it in online media of Roberto Geissini or affiliated companies. In this context, photos by Roberto Geissini may also be edited, distributed, made publicly available and reproduced. Within the website, posted photos can also be editorially displayed, highlighted and rated. By uploading the images, the user declares to have the necessary rights of use. It is the sole responsibility of each user who posts photos to the offer to hold the necessary rights for this. The user can revoke the use of his image in writing at any time.
- 15 CHANGES TO THE TERMS AND CONDITIONS
Roberto Geissini is entitled to change the general terms and conditions. Roberto Geissini will make such changes only for good cause, including but not limited to changes in law, legal requirements or other important reasons. In all other respects, the amendment of the General Terms and Conditions requires the consent of the user. You will be informed of any such changes.
For each purchase, the current terms and conditions at the time of the order apply. Roberto Geissini will record the date of any revision to these Terms and Conditions at the beginning of the Terms and Conditions. When possible and necessary, Roberto Geissini will notify users of significant changes to texts referred to in these Terms and Conditions. Roberto Geissini will inform users about the website (e.g..B. by asking if the changes are accepted before continuing with the purchase) or by e-mail.
- 16 PLACE OF JURISDICTION
In business transactions with merchants and with legal entities under public law, the following shall be deemed to be the
Cologne is agreed as the exclusive place of jurisdiction for all legal disputes, including those relating to tortious claims.
ARTICLE 17 SEVERABILITY CLAUSE
Should one or more provisions of these General Terms and Conditions be invalid, this shall not affect the remaining provisions. The invalid provisions shall be replaced by the statutory provisions.
ARTICLE 18 RIGHTS
If you do not agree with these Terms and Conditions and if Roberto Geissini does not respond immediately to any claims made, this does not mean that Roberto Geissini gives up any rights. Roberto Geissini rather reserves the right to assert its claims for the future. You agree now that Roberto Geissini may assign your rights and obligations under these Terms and Conditions to third party companies without affecting your rights and obligations. The user may transfer his rights and obligations arising from these General Terms and Conditions to third parties only with the written consent of Roberto Geissini.
ARTICLE 19 GOVERNING LAW
In the event of legal disputes, the law of Germany shall apply, excluding 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 shall also be applicable, provided that the provisions of consumer law are mandatory.
- GTC 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.
- general terms of delivery
1.1 These terms and conditions of delivery shall apply exclusively to the following terms and conditions and as amended from time to time. The Buyer shall be notified in writing of any amendments to the GTC. Conflicting or different terms and conditions of the buyer shall not apply and shall bind the company. 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 an agreement with these conditions.
1.2 In the event of a continuous business relationship, these General Terms and Conditions of Sale shall also apply to subsequent orders, repeat orders, verbal orders etc. without the need to refer to them again.
1.3 By placing an order, the Buyer makes a binding commitment to purchase the ordered goods. Subsidiary 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 informed that our representatives, agents and representatives have no authority to conclude contracts. They are only authorized to accept orders, unless they have a power of attorney to conclude contracts. These Terms and Conditions of Sale shall remain binding in all other parts even if individual provisions are legally invalid. In this case, the parties are obliged to replace the invalid provision with a valid provision that comes as close as possible to the previous provision in economic terms.
- offer, order confirmation and non-acceptance of ordered goods
2.1 Offers are subject to confirmation. Delivery dates, quantities, article quality and prices are subject to change.
2.2 The purchase contract is concluded by an order confirmation of the seller and / or by sending the
ordered goods. If we do not receive a written objection from the buyer within 14 days after the date of the order confirmation, our order confirmation shall be decisive for the performance content of the purchase contract, unless the delivered goods deviate insignificantly from the order, so that acceptance by the buyer could not be expected.
2.3 The Seller may reschedule within the scope of the placed order for 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 ordinary expenses. The Buyer shall be at liberty to prove lower expenses of the Seller.
- scope of supplies and services, rights of use
3.1 The descriptions of the features in the Seller's online catalog in the version valid on the date of the order shall be authoritative for the properties of the ordered and delivered goods. In all other respects, information in brochures, catalogs or general documents shall only be binding if reference is made to them in writing by the Seller. Dimensional and similar data in documents referred to in the offer (such as illustrations) do not claim 100% accuracy within the scope of customary tolerances, unless they are expressly designated as binding.
3.2 If brand names are part of the scope of services, the Buyer shall be granted a non-exclusive right to use the brands for the purpose of selling the goods and limited to this purpose.
3.3 The buyer is entitled to use goods with the brand name Roberto Geissini only on his own premises.
Promote and operate online platforms.
- prices, notice of defects, return and terms of payment
4.1 All prices are in EURO, unless otherwise stated. Foreign payments are free of charge for the seller. The date of payment shall be the date on which the Seller's account is credited. Prices are ex works including loading at the factory or the central warehouse (EXW Incoterms 2010), but excluding packaging, transport, insurance, customs 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 due for payment immediately without deduction.
4.4 Return shipments to the Seller shall be accepted only after the Seller has given notice and consent. Acceptance of returns is generally refused, unless the seller takes back the goods as a gesture of goodwill and credits them. The credit note shall be issued after deduction of a processing fee of 25% of the invoice value.
4.5 The deduction of a discount requires a special written agreement. Even in this case, the agreement to deduct a cash discount shall only be effective if the Buyer is not in arrears with payment due to other deliveries.
4.6 If payments are deferred or if the Purchaser otherwise fails to meet the payment deadline, the Purchaser shall, without a reminder, pay interest on arrears from the due date at a rate of 8 per cent. H. above the prime rate of the ECB in accordance with § 247 BGB to be paid. We reserve the right to claim further damages. However, the purchaser is entitled to prove that no damage at all or significantly less damage has occurred.
4.7 Each reminder will be charged with 15,- EUR lump sum.
4.8 The Purchaser shall have a right of retention or may only offset such claims on account of possible
counterclaims that are undisputed or have been legally established.
4.9 If the buyer does not meet his payment obligations, stops his payments or does not honor a check or bill of exchange or if the seller becomes aware of a significant deterioration in the buyer's circumstances that jeopardize the purchase price, the entire remaining debt becomes due. If the entire remaining debt is not paid, the purchaser's right to use the goods shall expire in accordance with clause 3. The seller is entitled to either take back the goods without waiving his claims until they are satisfied or to withdraw from the contract. In the event of withdrawal through the fault of the Seller, the Buyer shall compensate the Seller not only for compensation for the goods but also for any reduction in value, at least in accordance with Section 4.4, and for loss of profit. In case of removal of the goods, all costs shall be borne by the buyer.
4.10. If, after the conclusion of the contract, it becomes known that, due to a lack of creditworthiness of the Buyer or for any other reason, the fulfillment of a substantial part of the Buyer's obligation to pay
is temporarily or permanently endangered, the seller may suspend his delivery or suspend performance with simultaneous notification of the purchaser and make the continuation dependent on the provision of otherwise sufficient guarantee for the fulfillment of the contract by advance payment, bank guarantee or provision of security.
4.11. In the case of foreign transactions, this right to suspension shall also apply 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. The buyer can only hold back payments due to alleged defects if the notice of defects was reported to the seller immediately after receipt (express reference is made to § 377 HGB) and/or is recognized by the seller as justified and the goods not only have minor technical deviations in quality, color, dimensions or design. In the event of a justified complaint, the Seller shall be entitled to choose between rectification of the defect or delivery of defect-free replacement goods within 20 days.
- deadlines for deliveries or services
5.1 Compliance with the deadlines for sellers requires the timely receipt of the order confirmation and
all documents to be supplied by the Buyer, as well as the Buyer's compliance with the agreed terms of payment and other obligations. If these requirements 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 on time and in the proper manner. If this is not the case, the seller reserves the right to change the delivery date. The delivery date will then be extended appropriately. If the failure to meet the deadlines is due to force majeure, e. g. B. sovereign measures such as mobilization, war, riot or similar events, e.g.B. strike, lockout, the delivery periods shall be extended accordingly. The same shall apply if such hindrances occur at 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 delivery is delayed for reasons for which the purchaser is responsible, notification of readiness for dispatch shall be sufficient for compliance with the deadline. Partial deliveries are permissible insofar as these are reasonable for the purchaser.
5.3 The Seller shall be released from the obligation to deliver if, for its part, it has not been supplied by its suppliers on time or in the agreed quantities or qualities despite having placed a proper order.
5.4 If the Seller is responsible for the non-observance of the delivery period and/or if the delivery of the goods has not taken place in time and the hindrance lasts for more than 4 weeks, the Buyer may immediately withdraw from the contract if the Seller has informed him that he cannot deliver in time. The buyer must announce the withdrawal with a notice period of two weeks by registered mail or telex.
5.5. In any case, claims for compensation by the buyer are excluded in the aforementioned cases, insofar as the seller has complained about his obligations in accordance with § 5 numbers 1-4.
5.6 The goods are shipped insured, unless otherwise agreed.
5.7 If delivery is delayed due to circumstances for which the Buyer is responsible, the risk of accidental loss or deterioration of the goods shall pass to the Buyer at the time of default of acceptance.
5.8 If the Buyer is responsible for the delay in acceptance, the Seller may claim compensation for the delay, provided that it has suffered actual damage. The proof of higher or lower storage costs remains unaffected. However, the Seller shall be entitled to otherwise dispose of the goods and to withdraw from the purchase contract after the fruitless expiry of a reasonable period of time set by the Seller. Further claims due to default of acceptance shall remain unaffected.
- transfer of risk, packaging
6.1 Unless otherwise agreed, the benefit and risk shall pass to the Buyer at the latest upon dispatch of the deliveries ex works (EXW Incoterms 2020) from the Seller's central warehouse. If the seller has taken over the shipment, he can determine the route and method of shipment.
6.2 Partial deliveries are permissible.
6.3 If the shipment is delayed for reasons for which the Seller is not responsible, the risk shall pass to the Buyer at the time provided for delivery ex works or departure from the central warehouse.
6.4 Delivery shall be made in standard packaging of the Seller. The latter shall be entitled to choose special types of packaging deemed necessary in its opinion. Any costs arising from this shall be borne by the purchaser.
- warranty
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 deliver new parts. The buyer must report defects to the seller immediately in writing (§ 377 HGB).
7.2 In the event of hidden defects of the entire delivery, the statutory provisions shall apply within the scope of the following limitation: The Seller shall be liable for justifiable delay in delivery, non-performance and poor performance of upstream suppliers and producers only to the extent that warranty and liability claims can be enforced against them.
7.3 The Buyer shall grant the Seller the necessary time and opportunity to remedy the defect. If he refuses to do so, the seller is released from liability for defects.
7.4. From those caused by the rectification or The direct costs arising from the replacement delivery shall be borne by the
Seller in accordance with clause 7.1. the costs of the replacement part including domestic shipping or free border. For the rest, the buyer bears the costs.
7.5 The Buyer shall, in compliance with the statutory provisions, i.e. in particular, if applicable. after a third unsuccessful attempt to remedy the defect, if necessary and reasonable due to special complexity, limitations in previous attempts to remedy the defect and other aggravating circumstances, a right to rescind the contract if the Seller allows a reasonable grace period granted to it for the remedy or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the purchaser shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise remain excluded.
7.6 In the event of withdrawal by the Purchaser, the Seller shall take back the delivery item in return for the return of the
quay price, less the value of the possibility of use granted.
7.7 The Seller's liability shall not apply to natural wear and tear and to damage caused after the transfer of use and risk by faulty or negligent handling, by use of the delivered items in each case under conditions not assumed under the contract. Claims for defects shall in particular not exist in the case of damage that does not correspond to the intended use of the delivery item.
7.8 In all cases, the Buyer shall be obliged to take all possible and reasonable measures to minimize the expenses for the purpose of subsequent performance.
7.9 The Buyer shall be obliged to return defective Products to the Seller at the Seller's option or to keep them available for inspection and testing or to to destroy.
- duration of the warranty
The warranty period is 12 months, unless a longer period is prescribed by law. The period is calculated from the date of transfer of risk.
- defects of title
9.1 If the use of the delivered item leads to the infringement of industrial property rights or
copyrights in the contract territory as agreed, the Seller shall be obliged to provide the Buyer with the possibility or the right to resell or use them as a matter of principle. If this is not possible under 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 property rights in the European Economic Area.
9.2 The obligations referred to in clause 9.1 shall only apply if: " the Buyer notifies the Seller without undue delay 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 modified the delivery item without authorization or used it in a manner not in accordance with the contract.
10 Liability and compensation
10.1 The Seller shall be liable for damages in the event of culpable injury to life, body or health or in the event of intent in accordance with the statutory provisions, furthermore also in the event of gross negligence on the part of its legal representatives and executive employees as well as under the Product Liability Act. In case of culpable violation of a so-called cardinal obligation, i.e. a contractual obligation which makes the proper performance of the contract possible in the first place and on the fulfillment of which the Buyer may rely, and in the case of defects which have been fraudulently concealed or the absence of which has been guaranteed, the Seller's liability shall be limited to the foreseeable and insurable damage typical for the contract. The Seller shall assign any claims under liability or product liability insurance to the Buyer, who shall indemnify the Seller 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 also with regard to consequential damages such as loss of profit.
10.2 The procedural burden of proof shall remain unaffected by the above provisions.
10.3 The liability of the ordinary vicarious agent for damages caused by grossly negligent misconduct is excluded.
- impossibility, inability, delay in delivery
11.1 The Buyer may 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 a part of the delivery becomes impossible and the Buyer has a justified interest in refusing the partial delivery. If this is not the case, the Buyer shall pay the contract price attributable to partial delivery. The same applies in case of incapacity of the seller. In all other respects, the liability of the Seller shall be determined exclusively in accordance with Clause 10. If the impossibility or inability occurs during the delay in acceptance or if the Buyer is solely or predominantly responsible for these circumstances, the Buyer shall remain obligated to counter-performance.
11.2 If the Buyer sets the Seller - taking into account the statutory exceptions - a reasonable deadline for performance after the due date and if the deadline is not met, the Buyer shall be entitled to rescind the contract within the scope of the statutory provisions. Further claims following a delay in delivery shall be determined exclusively in accordance with Sections 5 and 11.
- Statute of Limitations
12.1 Unless the law mandatorily prescribes a longer period, all claims shall become statute-barred.
Warranty claims in 12 months from the transfer of risk.
12.2 In the event of rectification and or new delivery, the limitation period shall be 6 months, but shall not end before the expiry of the original limitation period.
12.3 A preclusion period of 12 months from knowledge of the damage and the damaging party shall apply to claims for damages by the Buyer.
- 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 shall secure the retention of title as far as possible in an equivalent manner in accordance with local law and shall be obliged to inform the seller of any acts of cooperation required for this purpose. In the event of conduct in breach of contract on the part of the Buyer, in particular in the event of default in payment, the Seller shall be entitled, after setting a reasonable deadline, to take back the purchased item. The taking back of the purchased item by the seller does not constitute a withdrawal from the contract. The seizure of the purchased item by the seller always constitutes a withdrawal from the contract. After taking back the object of sale, the Seller shall be entitled to realize it; the proceeds of realization shall be credited against the Buyer's liabilities - less reasonable costs of realization.
13.2 The Buyer shall be obliged to treat the purchased goods with care; in particular, he shall be obliged to insure them adequately at his own expense against fire, water and theft damage 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 attachments or other interventions by third parties, the buyer must notify the seller immediately in writing so that the latter can file a third-party objection action in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse the seller for the court and out-of-court costs of an action pursuant to § 771 ZPO, the buyer is 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 the Buyer's insolvency, to the then existing "causal" balance. The purchaser remains authorized to collect this claim even after the assignment. This shall not affect the Seller's right to collect the claim itself. However, the Seller undertakes not to collect the claim as long as the Buyer meets its payment obligations from the proceeds collected, is not in default of payment
and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the Seller may 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 it is entitled at the Buyer's request to the extent that the realizable value of its 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, Intellectual Property Rights and Infringement of
industrial property rights
14.1 The Buyer undertakes to sell the goods delivered by the Seller only on its premises and at the address specified in the order to the final customers. Without the written consent of the seller, the distribution of the goods, except on its 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 15,000.00 for each individual case of infringement. This does not affect the seller's right to claim further damages. The buyer is at liberty to prove a lesser extent of damage.
14.3 In all documents such as designs, descriptions, recommended prices and other information.
physical, incorporeal or electronic nature, the Seller reserves property rights and copyrights and other industrial property rights as well as its know-how. These may not be copied without written consent, nor used for purposes other than those stipulated in the contract, nor made accessible to third parties (including through inquiries), nor published. The same shall apply to any manufacturing and trade secrets of the Seller which are made available to the Buyer or otherwise become known to the Buyer.
14.4 The Buyer acknowledges the Seller's copyrights and other proprietary rights. In the case of supplied software, this protection also extends to any copies. The granting of sublicenses is not permitted without the written consent of the Seller.
14.5 These obligations shall only cease to apply in respect of such data that were demonstrably already in the possession of the Buyer prior to the transmission by the Seller, are publicly known to the Buyer by a third party authorized to do so, irrespective of the subject sales and delivery transaction, and are not the fault of the Buyer.
- data protection All data of the buyer are treated confidentially in principle.
According to 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 head office of the Seller shall be the place of performance for all deliveries and services.
16.2 Written notices to Seller provided for in these General Terms and Conditions of Delivery shall be sent directly to Seller's administrative headquarters in DE - 50674 Cologne, Germany.
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 and place of jurisdiction
17.1.German substantive law shall apply to the contractual relations.
The UN Sales Convention of April 11, 1980 (CISG) is excluded.
17.2.In business transactions with merchants and with legal entities under public law, the following shall be deemed to be the
Cologne is agreed as the exclusive place of jurisdiction for all legal disputes, including those relating to tortious claims.
Gerlingen 22.12.2020