T&C for companies and end users

T&C for entrepreneurs

GENERAL TERMS AND CONDITIONS
for the online shop of SafetyFence Solutions GmbH, Lübbecker Str. 16,
32257 Bünde, Germany

§ 1 GENERAL - RANGE OF APPLICATION                                                                                         

(1) These General Terms and Conditions of Business apply exclusively to the relation with companies concerning all orders, other legal declarations, contracts, deliveries and other services. Any conflicting, supplementary or deviating General Terms and Conditions of the business partner are hereby expressly rejected; these, as well as other agreements and contents, shall only become part of the contract if and to the extent that this has been expressly agreed upon in an individual contract.

(2) The company is a natural or legal person or a partnership with legal capacity, which acts in exercise of its commercial or independent professional activity when concluding a legal transaction.. These General Terms and Conditions shall also apply to future business relations without us having to refer to them again. 

(3) Contract language is German.

§ 2 OFFER - CONCLUSION OF CONTRACT
(1) The illustrations of the products (hereinafter also referred to as "purchased goods") in the online shop do not yet constitute legally binding offers, but merely offers without engagement within the framework of an online catalogue. The customer can place products selected by him/her in the shopping cart without obligation and correct his/her entries at any time before sending his/her binding order. The ordering process and the correction possibilities are explained in detail in the online shop. The customer only places a binding order for the products in the shopping cart by clicking the order button. The receipt of order is immediately confirmed to the customer by email after the order has been sent. This confirmation of receipt does not yet constitute an acceptance of the offer contained in the customer's order.                                                                                                         

(2) If the customer's order qualifies as an offer according to § 145 German Civil Code, we can accept it within 10 days.

(3) The prerequisite for a customer order is the proper registration of the customer within the scope of the planned online registration, stating his VAT identification number which identifies him/her as a businessman/businesswoman.

(4) The contract is concluded by our order confirmation (in writing or text form).                                   

(5) Deviations from the illustrations, drawings, calculations, weight and dimension specifications and other documents belonging to the order are possible, provided that this does not go beyond the customary scope, does not impair the usability according to the contract as well as the legitimate interests of the customer and this is appropriate, proportionate and reasonable for the customer.

§ 3 PRICES - CONDITIONS OF PAYMENT

(1) Unless otherwise stated in our order confirmation, our prices shall be understood "ex works".   

(2) The prices quoted do not include value-added tax; this will be shown separately on the invoice at the statutory rate on the date of invoicing.

(3) Any deduction of a discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 14 days of the invoice date. The legal regulations concerning the consequences of default of payment shall apply.
(5) If it has been agreed that delivery is to take place more than four months after conclusion of the contract, we shall be entitled to demand negotiations on a new price determination in the event of price increases by our suppliers or unexpected increases in wage and transport costs. We shall be bound by the agreed price for the agreed delivery period, but at least for a period of four months.
(6) If we can demand compensation from the customer for non-fulfilment of the contract, this shall amount to 15% of the purchase price. The amount of damages shall be set lower or higher if and to the extent that the customer proves a lower damage or we prove a higher damage.
(7) The customer shall only be entitled to set-off if his counterclaims have been legally established, acknowledged by us or are undisputed. The same applies to the exercise of a right of retention, whereby the counterclaim must be based on the same contractual relationship.
(8) In all other respects, the terms of payment regulated in the online shop are to be observed, unless other arrangements have been agreed with the customer. This also applies with regard to the costs of packaging and/or any transport insurance requested by the Customer.

§ 4 DELIVERY TIME - DELIVERY
(1) The beginning of the delivery times stated in the online shop or, if applicable, agreed upon differently, requires the prior clarification of all commercial and technical details and questions relevant to production and delivery. In doing so, the mutual legitimate interest of both parties in a proper and qualified contract, production and delivery processing shall be taken into account appropriately.
(2) Compliance with our delivery obligation also presupposes the timely and proper fulfilment of the customer's cooperation obligations required for proper production and delivery. The objection of non-performance of the contract remains reserved.
(3) If the customer is in default of acceptance and/or culpably violates his aforementioned obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any necessary, proportionate additional expenditure. Further claims or rights remain unaffected and reserved.
(4) The delivery period shall be extended appropriately in the event of lawful industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseeable force majeure, if and insofar as such events have a demonstrably causal influence on the production and/or delivery of the product sold.
(5) In the cases of the aforementioned paragraph (3), the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay. Otherwise, the risk of accidental loss or accidental deterioration of the products shall pass to the customer upon delivery to the customer, in the case of mail order purchases upon delivery of the products to the
forwarding agent or carrier, but at the latest upon leaving the warehouse or factory. This also applies if partial deliveries are made. Partial deliveries are permissible.
(6) We shall be liable in accordance with the statutory provisions applicable in this respect insofar as the underlying purchase contract is a firm deal within the meaning of § 286 Para. 2 No. 4 BGB or § 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that an interest in the further performance of the contract has ceased to exist.
(7) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a slightly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, direct average damage typical of the contract. We shall not be liable for slightly negligent breach of insignificant contractual obligations.
(8) The above limitations of liability do not affect the customer's claims arising from product liability and do not apply to damage to body, health or life attributable to us.
(9) The limitation period in the event of a delivery recourse according to §§ 445a, 445b, 478 BGB remains unaffected; it is a maximum of five years, calculated from the delivery of the defective item.

§ 5 LIABILITY FOR DEFECTS
(1) Immediately after delivery of the products, the customer shall inspect them for defects, condition and warranted properties and notify us immediately of any visible defects; otherwise the delivery shall be deemed approved, unless the defect was not detectable during the inspection. If a defect is discovered later, the customer must then notify us immediately after discovery; otherwise the delivery shall be deemed to have been approved even in view of this defect. Dispatch of the notification in due time shall be sufficient to preserve the rights of the customer. If a defect has been fraudulently concealed on this side, we cannot invoke the above provisions.               

(2) In the event of a defect, we shall be entitled, at our discretion, to supplementary performance in the form of rectification of the defect or delivery of a new defect-free product. 

(3) In the case of rectification of defects or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, provided that these are not increased by the fact that the object of sale was taken to a place other than the place of performance.

(4) If the subsequent performance fails, the customer may, at his discretion, claim a reduction of the remuneration (abatement) or rescission of the contract (withdrawal), the latter, however, not in the case of merely minor defects.

(5) The above limitations of warranty and liability for defects shall not apply in the event of intentional or grossly negligent breach of duty or fraudulent intent, in the event of injury to life, body or health, within the scope of an agreed warranty promise, within the scope of application of the Product Liability Act or in the event of breach of material contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.

(6) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. This shall not apply if the purchased item is usually used for a building and has caused the defect.

§ 6 LIABILITY
(1) We, any companies affiliated with us, our legal representatives, executives and other vicarious agents are liable to the extent permitted by law for culpable damage in the event of a breach of material contractual or pre-contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely, as well as in the absence of warranted or guaranteed properties and in the event of culpable injury to life, limb or health.
(2) Any further liability - regardless of the legal basis - is exclusively in accordance with the Product Liability Act or in the case of grossly negligent or intentional damage caused by us, by any affiliated companies, legal representatives or vicarious agents.
(3) In the event of a slightly negligent breach of an essential contractual or pre-contractual obligation, liability shall be limited to the direct average damage that is reasonably foreseeable and typical for the contract according to the type of service.
(4) The liability for the loss of data is - notwithstanding the above provisions - additionally limited to the expenditure usually incurred for the restoration of the data, and in case of slight negligence only exists if the data has been backed up by the customer at regular intervals appropriate to the application and in a suitable manner.             

(5) These liability regulations also apply to damages due to errors, delays, interruptions or other impairments in the transmission or reproduction of data or in the event of technical malfunctions of transmission technology, network, server or software and also for damages in addition to performance and damages instead of performance, regardless of the legal grounds, whether due to the violation of obligations arising from an obligation, from § 311a Civil German Code, from permitted action or due to defects.

(6) The regulations on liability for defects according to § 5 of these General Terms and Conditions remain unaffected.

§ 7 RESERVATION OF OWNERSHIP
(1) We reserve the right of ownership of the purchased item until all claims arising from the current business relationship have been settled in full.
(2) The customer is obliged to treat the purchased item with care as goods subject to retention of title. Furthermore, he is obliged to insure it at his own expense against fire, water and theft at its replacement value and to provide evidence of this on request. The customer is obligated to assign to us any insurance settlements with regard to the reserved goods up to the amount of the replacement value and to surrender to us any insurance settlements that may have been made to him nevertheless. If maintenance and/or inspection work is necessary, the customer shall carry out or arrange for such work to be carried out in good time at his own expense.
(3) In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us in this respect.
(4) The customer shall be entitled to resell the purchased goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. The customer remains entitled to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected by this. We undertake, however, not to collect the receivables as long as the customer duly meets his payment obligations, does not default on payment, no application for the opening of composition or insolvency proceedings is made and no cessation of payments exists. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the third-party debtors of the assignment.
(5) If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and demand the return of the reserved goods. The customer shall bear all costs of taking back, including the costs of return transport and realisation of the reserved goods. The utilization costs amount to 10 % of the utilization proceeds including VAT without proof. The costs to be assessed are higher or lower if we prove higher costs or the customer proves lower costs. Proceeds will be credited to the customer after deduction of all costs including other claims on this side in connection with the purchase contract.
(6) The processing or transformation of the object of sale by the customer is carried out on our behalf, unless we make a different declaration. If the object of purchase is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of purchase (final invoice amount including VAT) to the other processed objects at the time of processing. For the rest, the same shall apply to the object created by processing as to the object of sale delivered under reservation of title.
(7) If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer proportional co-ownership to us. The customer shall hold the sole ownership or co-ownership thus created in safekeeping for us.
(8) The customer also assigns to us the claims to secure our claims against him, which accrue against a third party through the connection of the object of sale with a property.
(9) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 8 PROPRIETARY RIGHTS
(1) The customer undertakes to observe and not to infringe existing copyrights, trademark rights, design rights and other proprietary rights with regard to the products as well as with regard to photographs, illustrations, drawings, drafts, calculations and other samples and documents on our site or on the site of third parties.
(2) The customer shall treat as confidential all information, materials, documents and data obtained by us which go beyond the published contents of the online shop and which are marked as confidential or whose confidentiality results from their object or other circumstances, and shall not pass them on to third parties, exploit them or use them in any other way without our prior consent. The obligation of confidentiality shall continue even after termination of the cooperation or business relationship. It shall not apply in the event of a statutory or official disclosure obligation.
(3) Upon request at the latest, handed over documents, materials and data, including all copies made thereof, shall be returned to us or deleted insofar as no legal or contractually agreed right of retention exists.

§ 9 FINAL PROVISIONS
(1) Unless expressly agreed otherwise with us, our registered office is the place of performance.
(2) Our registered office is the place of jurisdiction for all disputes arising in connection with these General Terms and Conditions and in connection with the business relationship.
(3) The contracting parties shall observe the respective applicable provisions of German and European data protection law. Further details on data protection and our handling, responsibilities and information in this regard, as well as on rights and obligations in connection therewith, can be found in our data protection declaration.
(4) The entire contractual relationship between us and the customer shall be governed by German law to the exclusion of national, inter-state and supranational law of reference, which does not itself refer to substantive German law.

(1) These General Terms and Conditions of Business apply exclusively to the relation with companies concerning all orders, other legal declarations, contracts, deliveries and other services. Any conflicting, supplementary or deviating General Terms and Conditions of the business partner are hereby expressly rejected; these, as well as other agreements and contents, shall only become part of the contract if and to the extent that this has been expressly agreed upon in an individual contract.

T&C FOR END USERS

 (Status June 2020)