GENERAL TERMS AND CONDITIONS

Signage Multi Profile GmbH

General Terms and Conditions of Sale and Delivery

 

§ 1 Scope of Application

 

(1) These General Terms and Conditions of Sale and Delivery (hereinafter "GTC") apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). Signage Multi Profile Deutschland GmbH (hereinafter "Seller") supplies exclusively entrepreneurs, legal entities under public law or special funds under public law.

 

(2) All deliveries, services and offers of the Seller are made exclusively on the basis of these GTC. These shall also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest upon acceptance of the goods or services, these conditions shall be deemed accepted.

 

(3) Conflicting or deviating general terms and conditions of the Buyer are excluded, even if the Seller does not expressly object to them.

 

(4) All agreements made between the Seller and the Buyer for the purpose of executing this contract shall be set down in writing.

 

§ 2 Offers and Conclusion of Contract

 

(1) The Seller's offers are non-binding and without obligation. Information, details in brochures and technical application notes are for informational purposes only. Declarations of acceptance and all orders require the Seller's written confirmation (order confirmation) to become legally effective.

 

(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed upon in writing.

 

(3) The Seller's employees are not authorised to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.

 

§ 3 Conclusion of Contract via Online Shop

 

(1) The presentation of products in the online shop does not constitute a legally binding offer, but rather an invitation to submit an order (invitatio ad offerendum).

 

(2) By submitting an order in the online shop, the Buyer makes a binding offer to purchase the goods contained in the shopping cart. Receipt of the order is confirmed to the Buyer by an automated e-mail (order receipt confirmation). This order receipt confirmation does not constitute acceptance of the offer.

 

(3) Where additional shipping costs apply to an order, these will be communicated to the Buyer separately prior to conclusion of the contract. In this case, the contract is only concluded once the Buyer has confirmed the communicated shipping costs and the Seller has issued the invoice. For orders without separate shipping cost calculation, the contract is concluded upon transmission of the invoice by the Seller.

 

(4) The ordering process in the online shop comprises the following steps: selection of desired products and placement in the shopping cart; review of the information in the shopping cart; entry of billing and delivery address; selection of payment method; review and, if necessary, correction of all entries via the "Back" button; binding submission of the order by clicking "Order with obligation to pay".

 

(5) The Buyer may correct input errors at any time before the binding submission of the order using the usual keyboard and mouse functions. All entries can be reviewed and corrected via the "Back" button.

 

(6) The contract language is German.

 

(7) The contract text is not stored by the Seller and is no longer accessible via the online shop after conclusion of the contract. The Buyer receives the contract documents (order data, GTC) with the order confirmation by e-mail.

 

§ 4 Prices

 

(1) Unless otherwise stated, the prices contained in the Seller's offers are binding for 14 days from their date. Otherwise, the prices stated in the order confirmation plus the applicable statutory value added tax shall prevail.

 

(2) Unless otherwise agreed, prices are ex shipping point plus packaging and transport costs. Additional deliveries and services will be charged separately.

 

§ 5 Delivery and Performance Period

 

(1) Delivery dates or periods, which may be agreed as binding or non-binding, require written form.

 

(2) Delays in delivery and performance due to force majeure and due to events that make delivery not merely temporarily substantially more difficult or impossible for the Seller – including in particular strikes, lockouts, official orders, pandemics, raw material shortages, etc., even if they occur at the Seller's suppliers or their sub-suppliers – entitle the Seller to postpone delivery or performance by the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.

 

(3) If the impediment lasts longer than three months, the Buyer shall be entitled to withdraw from the contract with respect to the unfulfilled portion after setting a reasonable additional deadline. If the delivery period is extended or the Seller is released from its obligation, the Buyer shall not be entitled to claim damages therefrom. The Seller may only invoke the aforementioned circumstances if it notifies the Buyer without delay.

 

(4) If the Seller is responsible for non-compliance with bindingly agreed deadlines and dates or is in default, the Buyer shall be entitled to compensation for delay amounting to 0.5% for each complete week of delay, but in total no more than 5% of the invoice amount for the deliveries and services affected by the delay. Any further claims are excluded unless the delay is based on at least gross negligence on the part of the Seller.

 

(5) The Seller is entitled to make partial deliveries and partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer.

 

(6) Compliance with the Seller's delivery and performance obligations is subject to the timely and proper fulfilment of the Buyer's obligations.

 

(7) If the Buyer is in default of acceptance, the Seller shall be entitled to claim compensation for damages incurred. For the necessary storage of materials, the Seller is entitled to charge 1% of the invoice amount for each commenced month of the performance delay, whereby the Buyer's obligation to pay and its acceptance obligation shall remain unaffected.

 

§ 6 Transfer of Risk

 

The risk shall pass to the Buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the Seller's warehouse for the purpose of dispatch. The Buyer is responsible for the security of materials delivered by the Seller and stored or installed at the place of performance. Losses and damages shall be borne by the Buyer. If dispatch is delayed at the Buyer's request, the risk shall pass to the Buyer upon notification of readiness for dispatch.

 

§ 7 Warranty

 

(1) The warranty period is one year from delivery of the goods.

 

(2) The Buyer undertakes to inspect the goods thoroughly immediately upon receipt and to notify the Seller in writing of any defects within 14 working days of receipt of the delivery item. Hidden defects must be reported in writing immediately upon discovery.

 

(3) The rectification of an alleged defect by the Buyer does not constitute an acknowledgement of a defect.

 

(4) The Buyer bears the burden of proof that the defect was already present at the time of delivery.

 

(5) If the Buyer's defect claims are unjustified, the Buyer is obliged to reimburse the Seller for expenses incurred in determining the absence of defects or in rectifying the error.

 

(6) Transport and travel costs as well as increased costs arising in connection with the rectification of defects shall be borne by the Buyer. Upon request, the Buyer shall provide the necessary labour free of charge.

 

(7) The Buyer shall grant the Seller at least two attempts to remedy defects.

 

(8) The Seller may avert a request for withdrawal by repair, replacement delivery or reasonable price reduction, provided it is not an essential and irremediable defect.

 

(9) No defect exists where the goods are not fully suitable because the Buyer has failed to fulfil its duty to cooperate.

 

(10) Likewise, no defect exists if the Buyer's technical installations such as supply lines, cabling, etc. are not in technically faultless and operational condition or are not compatible with the delivered goods.

 

(11) Liability for normal wear and tear is excluded.

 

(12) Warranty claims against the Seller are available only to the direct Buyer and are not transferable.

 

(13) In the event of defect rectification, the Seller shall bear the costs up to a maximum of the purchase price.

 

§ 8 Retention of Title

 

(1) All deliveries are made subject to retention of title. Ownership of the delivered goods shall only pass to the Buyer when all claims of the Seller, including ancillary claims, have been settled and any current account balances have been paid (reserved goods).

 

(2) In the event of resale, the Buyer hereby assigns all claims arising from the resale of the reserved goods to the Seller in the amount of the agreed final invoice amount. The Seller accepts the assignment.

 

(3) The Buyer is entitled to resell the reserved goods in the ordinary course of business. Pledging or assignment by way of security is not permitted.

 

§ 9 Payment

 

(1) Unless otherwise agreed, the Seller's invoices are payable immediately upon invoicing without deduction. The Seller is entitled, notwithstanding any contrary provisions of the Buyer, to apply payments first to the Buyer's oldest debts. If costs and interest have already been incurred, the Seller is entitled to apply the payment first to costs, then to interest and lastly to the principal amount.

 

(2) A payment is only deemed to have been made when the Seller can dispose of the amount.

 

(3) If the Buyer is in default, the Seller is entitled to charge default interest at a rate of 9 percentage points above the base interest rate from that point in time (§ 288 para. 2 BGB). The right to claim higher damages is reserved.

 

(4) If the Seller becomes aware of circumstances that call into question the Buyer's creditworthiness, the Seller is entitled to declare the entire remaining debt due and to demand advance payments or security.

 

(5) The Buyer is only entitled to set-off, retention or reduction if the counterclaims have been established by final court judgment or are undisputed.

 

§ 10 Utility Model Protection

 

The Seller's profiles are protected under utility model GM275/2013. Reproduction for own use as well as for commercial distribution to third parties is expressly prohibited and will be prosecuted.

 

§ 11 Confidentiality

 

Unless expressly agreed otherwise in writing, information submitted to the Seller in connection with orders shall not be deemed confidential.

 

§ 12 Liability

 

(1) The Seller shall only be liable for breach of contractual and non-contractual obligations in cases of intent and gross negligence, including intent and gross negligence of its legal representatives and vicarious agents.

 

(2) The above limitation of liability shall not apply to injury to life, body or health, to claims under the German Product Liability Act (Produkthaftungsgesetz) or to the breach of material contractual obligations (cardinal obligations). In the event of slightly negligent breach of material contractual obligations, liability shall be limited to the foreseeable damage typical for the contract.

 

(3) Liability for indirect damages, consequential damages, loss of production and use, loss of profit, loss of savings and financial losses due to third-party claims is excluded in cases of simple negligence.

 

(4) Claims for damages shall become time-barred twelve months after the statutory limitation period commences, unless they are based on intent.

 

(5) Liability is excluded for damages caused by improper handling or storage, excessive use, failure to follow operating and installation instructions, faulty assembly or commissioning by the Buyer, natural wear and tear, and failure to carry out necessary maintenance.

 

(6) The Buyer as reseller shall take out adequate insurance for product liability claims and shall indemnify and hold the Seller harmless against recourse claims.

 

(7) It is the Buyer's responsibility to verify whether the goods ordered or suggested by the Seller are suitable for the Buyer's intended purpose. The Seller does not warrant suitability for any particular purpose.

 

§ 13 Data Protection

 

For information on the processing of personal data, please refer to our Privacy Policy at privacy policy.

 

§ 14 Dispute Resolution

 

The Seller's offer is directed exclusively at entrepreneurs. The Seller is not obliged to participate in dispute resolution proceedings before a consumer arbitration board.

 

§ 15 Place of Performance, Jurisdiction and Applicable Law

 

(1) The place of performance for deliveries is the Seller's registered office.

 

(2) All legal relationships between the Seller and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

 

(3) The place of jurisdiction for all disputes arising from the contractual relationship shall be, to the extent permitted by law, the court having jurisdiction over the Seller's registered office.

 

(4) Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.