General Terms and Conditions (GTC) for Entrepreneurs - B2B
§ 1 Scope and definition of terms
1. These GTC apply exclusively to contracts between Daniela Rosenhammer, Stadtamhof 5, 93059 Regensburg, firstname.lastname@example.org, www.redfries.com (hereinafter referred to as "redfries") and customers who are entrepreneurs.
2. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of his commercial or independent professional activity (§ 14 BGB).
3. Our General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer's GTC.
4. The GTC in their respective version shall also apply as a framework agreement for future similar contracts for the sale and/or delivery of movable goods with the same customer, without us having to refer to them again in each individual case.
5. Supplements, deviations and other ancillary agreements shall be recorded in text form. Individual agreements made with the customer in individual cases shall in any case take precedence over these GTC.
6. References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
§ 2 Conclusion of a contract
1. The presentation of our goods in the online shop is non-binding.
2. The purchase contract is only concluded when redfries accepts the offer by sending the goods or expressly declares acceptance of the purchase offer to the customer in text form. In the case of payment in advance, the goods will only be sent after the full amount has been credited to the account of redfries.
§ 3 Prices, shipping costs
1. All prices are in euros and are subject to the statutory value added tax applicable at the time plus any delivery and shipping costs.
2. Unless expressly stated otherwise, the customer shall bear the shipping costs incurred.
3. Customs duties, taxes, packaging and insurance shall be paid separately by the customer.
§ 4 Delivery, delivery time
1. The delivery times and periods stated by us are not fixed transactions within the meaning of § 286 II No. 4 BGB (German Civil Code), § 376 HGB (German Commercial Code), unless expressly agreed otherwise. Delivery dates that are not confirmed by us in text form within the framework of a so-called fixed transaction expressly designated as such are always non-binding and approximate.
2. An agreed delivery period shall be deemed to have been complied with if, by the time of its expiry, the delivery item has left our registered office or notification has been given that it is ready for dispatch.
3. If we have specified delivery periods and these have been made the basis for placing the order, these periods shall be extended by the duration of the hindrance if we are prevented from fulfilling this obligation due to the occurrence of unforeseen events which we were unable to avert even with reasonable care according to the circumstances of the case (force majeure, e.g. war, acts of God and industrial disputes, etc.): War, force majeure and labour disputes, in particular strikes and lockouts, natural disasters, epidemics, pandemics, shortages of raw materials, worldwide disruptions of supply chains, political unrest, acts of terrorism, sovereign acts or official measures). If corresponding unforeseen events lead to a delay in performance of more than four months, both parties may withdraw from the contract in each case. This also applies if the circumstances occur at suppliers. Other rights of withdrawal remain unaffected.
4. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this without delay and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part. In this case, we shall immediately refund any consideration already paid by the customer. A case of non-availability of the service in this sense shall be deemed to be, in particular, the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction. Our statutory rights of rescission and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform shall remain unaffected.
§ 5 Delivery, acceptance, transfer of risk
1. Unless otherwise stated in the order confirmation, delivery "ex our registered office" is agreed.
2. We fulfil our obligation to deliver or perform by notifying the customer of the readiness or completion of the goods at our place of business.
3. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
4. If the customer is in default of acceptance, this shall be deemed equivalent to handover.
5. Insurance against breakage, transport and other damage shall only be taken out at the customer's request and expense.
§ 6 Extended retention of title
1. redfries retains title to the object of purchase until the purchase price claim has been paid in full.
2. The customer is obliged to treat the object of purchase with care as long as ownership has not yet passed to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the customer's claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his 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 there is no cessation of payments. 4.
4. As long as the reservation of title exists, the customer may not modify, rework or pledge the delivery item or assign it as security or contractually grant third parties use of it without our consent in text form. In the event of infringement, the customer's expectant right to the object of sale shall continue in the modified object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place 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 transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created for us.
5. We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%.
6. In the event of seizure as well as confiscation of the delivery item or other disposition by third parties, the customer must notify us immediately in text form and bear the costs of measures to remedy the encroachment, in particular intervention proceedings, if they cannot be collected from the other party. Furthermore, the customer is obliged to inform the pledgee of our property rights in the event of seizure or attachment.
§ 7 Warranty - Statute of Limitations - Obligation to examine and give notice of defects for merchants
1. The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the goods to a consumer (supplier's recourse pursuant to §§ 478, 479 BGB).
2. The warranty period for new goods is 1 year.
3. The warranty for used goods is excluded.
4. In the event of a defect, we shall be entitled, at our discretion, to repair the object of purchase or to make a new delivery.
5. If the subsequent performance fails, the customer is entitled to reduce the purchase price or, at his option, to withdraw from the contract. Subsequent performance shall be deemed to have failed after the second unsuccessful attempt at subsequent performance.
6. The assertion of warranty claims due to defects in our deliveries presupposes that the customer has duly fulfilled his commercial obligation to examine the goods and give notice of defects, insofar as this is feasible in the ordinary course of business. The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial duty to examine and give notice of defects with the following proviso: The customer's duty to examine shall be limited to defects which become apparent during the inspection of the goods under external examination including the delivery documents (e.g. transport damage, wrong delivery and short delivery) or which are recognisable during the quality control. Apart from that, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. The obligation to give notice of defects discovered later remains unaffected. Notwithstanding the obligation to examine, the complaint (notice of defect) shall be deemed to have been made without delay and in good time if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.
7. The above restrictions shall not apply in the event of claims by the customer arising from injury to life, limb or health or from the breach of material contractual obligations. Material contractual obligations are the basic, elementary obligations arising from the contractual relationship, the fulfilment of which makes the proper performance of the contract possible in the first place, the breach of which jeopardises the achievement of the purpose of the contract and the observance of which the customer regularly relies on and may rely on. Liability for intentional or grossly negligent breaches of duty, in the event of fraudulent concealment of defects or in the event of the assumption of a guarantee of quality as well as for claims under mandatory statutory provisions, such as the Product Liability Act, shall remain unaffected.
§ 8 Liability, exclusion of liability
1. For claims based on damage caused by us, our legal representatives or vicarious agents, we shall always be liable without limitation in the event of injury to life, limb or health, in the event of intentional or grossly negligent breach of duty, in the event of guarantee promises, insofar as agreed, or insofar as the scope of application of the Product Liability Act is opened up.
2. In the event of a breach of material contractual obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligations), due to slight negligence on our part, on the part of our legal representatives or vicarious agents, the amount of liability shall be limited to the damage foreseeable at the time of the conclusion of the contract, the occurrence of which must typically be expected.
3. Claims for damages are otherwise excluded.
§ 9 Choice of Law - Contractual Language - Agreement on Jurisdiction
1. All legal relationships between the customer and redfries shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. The language available for the conclusion of the contract is German and English.
3. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the contractual relationships between redfries and the customer is the registered office of redfries (Regensburg). The same applies if the customer does not have a general place of jurisdiction in Germany or moves his place of residence abroad after conclusion of the contract or if his place of residence is not known at the time the action is brought. redfries reserves the right, however, to bring an action at the customer's general place of jurisdiction in individual cases.