General Terms and Conditions of Components at Service GmbH
Components at Service GmbH - Munich
General terms and conditions (as of 05.05.2015)
1.1 These General Terms and Conditions (hereinafter "GTC") of Components at Service GmbH (hereinafter "Seller") apply to all contracts that an entrepreneur (hereinafter "customer") concludes with the seller. Hereby, the inclusion of the customer's own conditions contradicted, unless otherwise agreed.
1.2 Entrepreneur within the meaning of these terms and conditions is a natural or legal person or a legal partnership that acts in the course of a legal transaction in the exercise of its commercial or independent professional activity.
2) CONCLUSION OF CONTRACT
2.1 The contract is concluded when the seller sends the buyer an order confirmation corresponding to the order.
2.2 All offer prices are net prices and do not include VAT.
2.3 Unless expressly agreed otherwise, the seller's offers are non-binding and subject to change and the seller reserves the right to make reasonable price changes, for example due to tariff increases or material price increases.
2.4 Prices are always calculated in euros (€) or USD. However, if the parties agree on a price and payment in foreign currency, the following currency escalation clause applies: If the exchange rate of the foreign currency against the euro deteriorates by more than 3% between the buyer's order and the invoice, the seller is entitled to the price in foreign currency adjust accordingly. In the opposite case, the buyer has the same right. In the event of a price change caused by a change in price of more than 10%, the party who is adversely affected is entitled to withdraw.
2.5 Other circumstances that occur after the conclusion of the contract and that significantly influence the calculation basis in a non-unforeseeable manner and that are beyond the seller's sphere of influence entitle the seller to adjust the agreed price to an amount that only takes account of his circumstances. This applies in particular to changes in the law, official measures and the like. The price adjusted in this way is based on the same calculation basis as the originally agreed and does not serve to increase profits.
2.6 The descriptions and technical data correspond to the data of the manufacturers. The seller reserves the right to make changes. The seller assumes no liability for any printing errors. Mere samples of the goods sold by the seller count as test samples and, unless expressly agreed otherwise, do not constitute a guarantee with regard to the matter. The actual delivered goods may differ in appearance from the goods shown by the buyer when ordering within the scope of the applicable tolerance range and do not constitute a defect with the same technical performance and functionality.
2.7 The buyer is only allowed to use content from the seller's catalogs and online offers (e.g. product descriptions, data and images) - even in part - only after the seller's express written consent. Such consent is deemed to have expired immediately if the buyer no longer obtains the goods in question exclusively from the seller.
2.8 The buyer is only entitled to set-off rights against the seller's justified claims if his counterclaims have been legally established, are recognized by the seller or are undisputed. The buyer can only exercise a right of retention if it is based on the same contractual relationship.
2.9 Only the German / English language is available for the conclusion of the contract, unless the parties expressly agree on a different regulation.
2.10 The order processing and contacting usually take place by email. The customer must ensure that the email address provided by him for order processing is correct so that emails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all emails sent by the seller or by third parties commissioned with the order processing can be delivered.
3) PRICES AND PAYMENT TERMS
3.1 Unless otherwise stated in the seller's product description, the prices quoted are total prices that do not include VAT. The statutory sales tax is shown separately on the invoice in the legal amount applicable on the day of invoicing.
3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases, which the seller is not responsible for and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs can also arise in relation to the money transfer if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.
3.3 The following payment options are available to the customer:
3.3.2 Delivery on account
3.4 If prepayment has been agreed, payment is due immediately after the contract is concluded.
3.5 If the payment method "delivery on account" is selected, the purchase price is to be paid immediately after receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to carry out a credit check when selecting the payment method "delivery on account" and to reject this payment type if the credit check is negative.
3.6 If the customer has only called up a part of the agreed quantity for call-off or forward orders within the agreed period, the seller may, at his own choice, either (re) charge the customer for the part requested at the seller for the delivery time for this lot size or deliver the quantity not yet called and calculate it at the originally agreed price.
4) DELIVERY AND SHIPPING CONDITIONS
4.1 Unless otherwise agreed, the delivery of goods takes place via the shipping route to the delivery address specified by the customer. When processing the transaction, the delivery address specified in the seller's order processing is decisive.
4.2 In the case of goods that are delivered by a freight forwarder, delivery is "free curbside", ie up to the public curbside closest to the delivery address, unless otherwise agreed.
4.3 If the transport company sends the goods back to the seller because delivery to the customer was not possible, the customer bears the costs of the unsuccessful shipment.
4.4 If the customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold passes to the customer as soon as the seller has delivered the item to the freight forwarder, the carrier or the person or institution otherwise responsible for carrying out the dispatch. The risk of accidental loss and accidental deterioration of the sold goods passes to the customer as soon as the seller has delivered the item to the freight forwarder, the carrier or the person or institution otherwise responsible for carrying out the shipment, if the customer has delivered the freight forwarder Carrier or the person or institution otherwise intended to carry out the shipment has been commissioned with the execution and the seller has not previously named this person or institution to the customer.
4.5 The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery. This only applies in the event that the non-delivery is not the responsibility of the seller and the latter has, with due care, concluded a specific cover transaction with the supplier. The seller will make every reasonable effort to procure the goods. In the event of unavailability or only partial availability of the goods, the customer will be informed immediately.
4.6 In the case of self-collection, the seller first informs the customer by email that the goods he has ordered are ready for collection. After receiving this email, the customer can collect the goods from the seller's headquarters after consulting the seller. In this case, no shipping costs will be charged.
4.7 In the case of divisible services, the seller may deliver partial quantities. If an additional delivery is advisable due to the usual wholesale packaging or lot sizes, the seller may deliver the corresponding additional quantity to the customer without a surcharge.
4.8 Unless otherwise agreed in individual cases, delivery deadlines are non-binding planning dates.
4.9 Firmly agreed delivery periods and delivery dates are subject to the correct and timely delivery by the seller.
5) RESERVATION OF OWNERSHIP
5.1 The seller reserves ownership of the delivered goods until all claims from an ongoing business relationship have been settled in full.
5.2 The buyer is entitled to resell the reserved goods in the ordinary course of business. The customer assigns all resulting claims against third parties in the amount of the respective invoice value (including sales tax) to the seller in advance. This assignment applies regardless of whether the reserved goods were resold without or after processing. The customer remains authorized to collect the receivables even after the assignment. The seller's authority to collect the claims himself remains unaffected. However, the seller will not collect the receivables as long as the customer meets his payment obligations to the seller, does not fall into arrears and there is no application to open insolvency proceedings.
6.1 If there is a defect in the purchased item, the statutory provisions apply. Deviating from this applies to things that have not been used for a product in accordance with their normal use and have caused its defectiveness:
· In the case of an insignificant defect, there are generally no claims for defects,
· The seller has the choice of the type of supplementary performance,
· In the case of new goods, the limitation period for defects is one year from the transfer of risk.
· In the case of used goods, the rights and claims due to defects are fundamentally excluded.
· The limitation period does not begin again if a replacement delivery is made within the scope of liability for defects.
6.2 The above limitations of liability and limitation periods in sections 6.1 and 6.2 do not refer to claims for damages and reimbursement of expenses that the buyer can assert according to the statutory provisions due to defects in accordance with these terms and conditions.
6.3 In addition, for entrepreneurs, the statutory limitation periods for the right of recourse according to § 478 BGB remain unaffected. The same applies to entrepreneurs and consumers in the event of an intentional breach of duty and fraudulent concealment of a defect.
6.4 If the customer acts as a merchant within the meaning of § 1 HGB, he is subject to the commercial inspection and notification obligation in accordance with § 377 HGB. If the customer fails to comply with the notification requirements regulated there, the goods are considered approved.
6.5 If the supplementary performance has been carried out by way of a replacement delivery, the customer is obliged to return the goods initially delivered to the seller within 30 days at his expense. The defective goods must be returned in accordance with the statutory provisions.
6.5 If it turns out that the goods, which the seller obtained from a third party and passed on to the customer unchanged, were forged by a third party or are otherwise defective, the seller may withdraw from the contract with the customer for these goods. If the customer has already paid the goods to the seller, the seller must return the payment immediately in the event of withdrawal. In addition, the customer has no claims against the seller after a withdrawal from the seller due to the defects mentioned in sentence 1. Sentence 3 does not apply if the seller knew the counterfeit and maliciously concealed it.
The seller is liable to the customer from all contractual, contractual and legal, including tortious claims for damages and reimbursement of expenses as follows:
7.1 The seller is fully liable for any legal reason
In the event of intent or gross negligence,
In the event of grossly negligent or willful injury to life, limb or health,
On the basis of a promise to guarantee, unless otherwise regulated in this regard,
· Due to mandatory liability, such as under the Product Liability Act.
7.2 If the seller negligently violates an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless there is unlimited liability in accordance with Section 8.1. Significant contractual obligations are obligations that the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer can regularly rely.
7.3 For the rest, liability of the seller is excluded.
7.4 The above liability regulations also apply with regard to the liability of the seller for his vicarious agents and legal representatives.
8) Data protection notice
8.1 The seller collects, stores and uses the data of the buyer necessary for the business transaction. When processing the buyer's personal data, the seller observes the legal provisions on data protection.
8.2 Upon request, the buyer receives information about the data stored about him at any time and can object to the further use of the data and request the deletion of his data.
9.1 All goods delivered by the seller are intended to remain in the country of delivery agreed with the buyer.
9.2 The resale or other use of the goods and the technology and documentation associated with them are sometimes subject to the export control provisions (e.g. laws, ordinances, guidelines, decisions and administrative files) of the contracting parties, the Federal Republic of Germany, the European Union and the United States Seeds of America and may also be subject to export regulations and / or country-specific laws, ordinances, etc. from other countries.
9.3 It is the responsibility of the buyer to find out about these provisions, to observe them and, if necessary, to apply for appropriate export, re-export or import permits.
9.4 The seller hereby points out the possible criminal liability for a violation of the export and import regulations.
10) APPLICABLE LAW
10.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods. For consumers, this choice of law only applies insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer is habitually resident.
10.2 Furthermore, this choice of law does not apply to consumers who do not belong to any member state of the European Union at the time the contract is concluded and whose sole place of residence and delivery address is outside the European Union at the time the contract is concluded.
If the customer acts as a merchant, a legal entity under public law or a special fund under public law based in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller's place of business. If the customer is based outside the territory of the Federal Republic of Germany, the seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is entitled to call the court at the customer's registered office.
Components at Service GmbH
Oberhachinger Str. 22, 82031 Grünwald
Tel: 0049 89/149 03 05-5
Fax: 0049 89/149 03 05-6
Managing Directors: Thomas Zillner, Martina Zillner
Register court Munich: HRB 126466
VAT ID No .: DE20 23 96 55 7
Tax number: 143/125/803/66