General Terms and Conditions of sale and delivery of BS Bodensteckdosen Systemtechnik GmbH
I. PRELIMINARY REMARK
1. Area of application
The deliveries, services and offers of BS Bodensteckdosen Systemtechnik GmbH (hereinafter „BS“, „we“, „us“) are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery (hereinafter „GTC“).
These are part of all contracts that we conclude with our customers (hereinafter „customer“, „you“) about the goods we offer.
2. Customer group
Our product range is aimed at both consumers and entrepreneurs.
For the purposes of these Terms and Conditions, (i) a “consumer” is any natural person who concludes a legal transaction for purposes which are predominantly neither commercial nor self-employed (§ 13 BGB) and (ii) an “entrepreneur” is a natural or legal person or a legal partnership that, in concluding a legal transaction, acts in the exercise of its commercial or independent professional activity (§ 14 BGB).
In the following section “II General Conditions”, are those conditions listed which apply in particular to consumers.
For entrepreneurs, they also apply, unless it is explicitly stated that the scope is limited to consumers.
In the section “III. Special Conditions “are other conditions listed that apply to business owners only.
II. GENERAL CONDITIONS
1. Contract language
The language available for the contract is German.
2. Contract partner
The contract is concluded with BS Bodensteckdosen Systemtechnik.
3. Offer and conclusion of contract
The offers and prices contained on our website under the domain bodensteckdosen.com, in brochures, advertisements and other advertising material are non-binding.
If the customer places an order with us, this constitutes a binding offer to conclude a contract within the meaning of § 145 BGB.
The customer is bound by his declaration 10 calendar days after delivery or by order in text form (e.g. by post / fax / e-mail) from the date of dispatch.
We are entitled to accept the offer within this period.
Decisive for the observance of the period is the time, in which our assumption goes to the customer. Acceptance is also the delivery of the ordered goods.
As an alternative to the direct order from the customer, we will gladly provide you with a binding offer in writing (i.S.d. § 145 BGB).
We are bound to this 14 calendar days from dispatch.
The customer is entitled to accept our offer within this period. Decisive for compliance with the deadline is the time of receipt of the acceptance by us. Acceptance is also the payment.
4. Right of withdrawal for Consumers
Every customer who is a consumer is entitled to the statutory right of withdrawal.
Details can be extracted of the cancellation policy, which is printed in our catalog according to these terms and conditions and also on our website under bodensteckdosen.com and there can be found under the link „Withdrawal“.
The above said under no. 4.1 does not apply to consumers who conclude a contract with us in our business premises (Oldermanns Hof 2a, 33719 Bielefeld) or make a corresponding offer to us. There is no right of withdrawal for these.
The right of withdrawal also does not apply to the following contracts:
• Contracts for the supply of goods that are not prefabricated and of which for the manufacture an individual selection or provision by the consumer is authoritative or which are clearly tailored to the personal needs of the consumer,
• Contracts for the supply of goods, if, due to their character, they were inseparably mixed with other goods after delivery.
5. Return costs upon revocation
In the case that the customer is a consumer and revokes the contract in the context of his legal right of withdrawal, it is agreed that he has to bear the direct costs of returning the goods.
6. Provider identification, summonable adress
Our contact details for complaints and other declarations of intent as well as our address are:
BS Bodensteckdosen Systemtechnik GmbH
Dingerdisser Straße 36
represented by business executive Viktor Sperle
Phone: +49 521 9892780
Fax: +49 521 9892780-30
Register court: Amtsgericht Bielefeld
Register number: HRB40648
Sales tax identification number: DE282391374
7. Prices, shipping costs
Our prices include the statutory sales tax.
Shipping is at the expense of the customer.
Regardless of the order value, we charge a flat rate of € 9.00 per order for standard shipping within Germany. For express shipping within Germany, we charge a flat rate of € 40.00 per order, regardless of the order value.
For standard delivery within the EU (except Germany), we charge a flat rate of € 40.00 per order, regardless of the order value. Express shipping to other EU countries is not possible.
Payment is by bank transfer, PayPal or when you buy in our offices in cash.
Payment in advance by bank transfer
When selecting the payment method „bank Transfer“ we will give you our bank details in our offer / order confirmation. There are no additional costs for the customer except for any transaction fees incurred by the customer‘s bank.
Payment in advance by PayPal
If you select the payment method „PayPal“, we will give you an e-mail address in our offer / order confirmation, which you can use to pay via the aforementioned online provider. In order to be able to use this payment method, the customer must already be registered with PayPal or register first, legitimize himself with his access data and confirm the payment order to us (except, if applicable, guest access).
Technical personnel, drivers and sales force service staff are not eligible for
9. Shipment, Collection
Delivery is only within the EU.
Unless otherwise expressly agreed, we will determine the appropriate shipping method and carrier at our discretion.
In reasonable extent for the customer, we are entitled to partial deliveries. Additional shipping costs are not incurred by the customer through partial deliveries.
In the event of non-availability of the ordered goods due to late or incorrect delivery (including the delivery of small quantities) by our (pre-) supplier in spite of a delivery contract concluded by us with the (pre-) supplier of the ordered goods we reserve the right to not deliver. In this case, we undertake to inform the customer immediately about the unavailability of the ordered goods and to immediately refund any payments already received from the customer.
Delivery takes place within the delivery period specified for the respective product.
The delivery period starts on the day of receipt of the full purchase price (including sales tax and shipping costs).
Delivery is only at ground level and only up to the first door to the address specified by the customer.
If we fail to meet an agreed delivery date, the buyer must set us a reasonable period of grace, which must not be less than one week.
You have the option of picking up at BS Bodensteckdosen Systemtechnik GmbH, Dingerdisser Str. 36, 33699 Bielefeld, Germany for the following business hours:
Mo–Th: 08:00 am – 04:00 pm
Fr: 08:00 am – 02:00 pm
10. Rights in case of material defects
If the customer is a consumer, all goods sold by us are entitled to statutory warranty claims in the event of material defects.
11. Retention of title
The delivered goods remain our property until their complete payment.
13. Sending the contract terms
We provide the customer, who is consumer, at the latest with delivery of the goods, the contract terms including these terms and conditions in writing.
14. Further regulations, dispute resolution
Should one or more provisions of these General Terms and Conditions be invalid, the remainder of the contract remains valid. The ineffective regulation is replaced by the legal regulation.
German law applies excluding the UN sales law (CISG). This choice of law applies only to the extent that this does not withdraw mandatory applicable Consumer protection laws of the state in which the consumer is habitually resident at the time of the order.
The European Commission provides a platform for online dispute resolution (OS), which can be found at the following link: http://ec.europa.eu/consumers/odr/.
We are not obligated and unwilling to participate in a dispute settlement procedure before a consumer arbitration board.
III. SPECIAL CONDITIONS
1. Future business, Customer-GTC
For customers who are entrepreneurs, these GTC also apply to future business, even if we do not point this out again in the future.
Terms and conditions of the customer do not apply, even if we do not separately contradict their validity in individual cases. Even if we refer to a letter that contains or refers to terms and conditions of the customer or a third party, this does not constitute acceptance of the validity of these terms and conditions.
2. Offer and Conclusion of contract
The statements made in II. 3. regarding the offer and conclusion of the contract also apply to business customers, but with the following provisos:
The sole decisive factor for the legal relationship between us and the customer is the written purchase contract, including these GTC. This completely reproduces all agreements between the contracting parties regarding the subject matter of the contract. Verbal commitments by BS before conclusion of the contract are legally non-binding and verbal agreements of the contracting parties are replaced by the written contract, unless it is expressly clear from them that they continue to be binding.
Information provided by BS on the subject matter of the delivery / service (eg weights, dimensions, utility values, load capacity, tolerances and technical data) as well as our representations of the same (eg drawings and illustrations) are only approximate unless the usability for the contractually provided purpose presupposes an exact match. They are not guaranteed characteristics, but descriptions or labeling of the delivery / service. Customary deviations and deviations, which occur due to legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts are permissible, as far as they do not affect the usability for the contractually intended purpose.
BS reserves the ownership / copyright of all offers and estimates submitted by it, as well as any drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids provided to the customer. The customer may not make these subjects accessible to third parties without the express consent of BS, as such, or in terms of content, notify them, or use or duplicate them themselves or through third parties. He shall, at the request of BS, return these items in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excluded from this is the storage of electronically provided data for the purpose of conventional data backup.
3. Prices, Price changes
The comments made under II. 7 on prices also apply to business customers, but with the following stipulations / changes:
By way of derogation from II.7.1, in the case of tenders and written offers, net prices are given which are understood to be exclusive of statutory value added tax.
Insofar as the agreed prices are based on the list prices of BS and delivery should take place more than four months after the conclusion of the contract, the list prices of BS valid on delivery shall apply.
4. Payment and delay
The comments made under II. 8 on payment options also apply to business customers, but with the following stipulations / changes / additions:
In addition to those in II.8. business customers can also pay by invoice. The invoice amounts are payable within twenty-one days without any deductions, unless otherwise expressly agreed. Decisive for the date of payment is receipt by us. Payment by check is excluded unless it is agreed separately in individual cases.
If the customer does not pay by the due date, the outstanding amounts shall be subject to interest at a rate of 9 percentage points above the base rate from the due date; the assertion of higher interest and further damages in case of default remains unaffected.
5. Set-off and right of retention
The offsetting of counterclaims of the customer or the retention of payments due to such claims is only permitted if the counterclaims are undisputed or legally binding.
BS shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, it becomes aware of circumstances which are capable of substantially reducing the creditworthiness of the customer and by which the payment of BS‘s outstanding claims of the customer from the respective contractual relationship (including from other individual orders to which the same framework contract applies) is endangered.
6. Shipping, Collection, Place of fulfillment, passing of risk, Approval
By way of derogation from, or supplementary to II. 9., the following applies to business customers with regard to shipping and collection as well as (additionally) with regard to the place of fulfillment, transfer of risk and approval:
Place of fulfillment for all obligations arising from the contractual relationship are our business premises, unless otherwise specified. We reserve the right to deliver goods from other locations (third-party shops). In these cases, the respective location from which the delivery takes place is the place of fulfillment.
The risk shall pass to the customer at the latest upon the handover of the delivery item (whereby the beginning of the loading process is decisive) to the forwarder, carrier or other third party designated for the execution of the shipment. This also applies if partial deliveries are made or BS has taken on other services (such as shipping). If the shipment or transfer is delayed as a result of a cmade ofe whose cmade ofe lies with the customer, the risk passes to the customer from the day on which the delivery item is ready for despatch and BS has notified the customer.
Storage costs after transfer of risk shall be borne by the customer. In the case of storage by BS, the storage costs amount to 0.25 percent of the invoice amount of the delivery items to be stored per completed week. The assertion and proof of further or lower storage costs remains reserved.
Deadlines and dates for deliveries and services provided by BS are only approximate, unless a fixed deadline or a fixed date has been expressly confirmed or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of transfer to the forwarder, carrier or other third party commissioned with the transport.
Without prejudice to its rights arising from default by the customer, BS may require the customer to extend delivery and service periods or postpone delivery and service deadlines by the period in which the customer fails to meet its contractual obligations towards BS.
BS shall not be liable for impossibility of delivery or for delays in delivery, as far as these are due to force maeachure or other unforeseeable events at the time of the conclusion of the contract (eg breakdowns of all kinds, difficulties in material or energy procurement, delays in transport, strikes, legitimate lockouts, lack of manpower , Energy or raw materials, difficulties in obtaining necessary regulatory approvals, regulatory action or the lack of, incorrect or untimely supplier delivery) that BS is not responsible for. If such events make the delivery or service substantially more difficult or impossible and the
hindrance is not only temporary, BS is entitled to withdraw from the contract. In the case of obstacles of a temporary duration, the delivery or service periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the customer can not reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by means of an immediate, written declaration to BS.
In reasonable extent for the customer, we are entitled to partial deliveries. Additional shipping costs are not incurred by the customer through partial deliveries.
If BS is in default with a delivery or service or if it becomes impossible for it to deliver or perform any service for whatever reason, BS‘s liability for damages is limited in accordance with III. 7.
We will insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the customer and at his expense.
Insofar as acceptance has to take place, the purchased item shall be deemed accepted if
• the delivery and, if BS also owes the setting up / installation, the setting up / installation is completed,
• BS informed the customer with reference to the acceptance fiction according to this III. 6.10 and has asked him to accept,
• 12 working days have passed since the delivery or setting up / installation or the customer has started to use the purchased goods and in this case six working days have elapsed since delivery or installation and
• the customer refrained from accepting the goods within this period for any reason other than a defect indicated to us which makes the use of the goods impossible or substantially impaired.
Differing from II. 10., the following applies to liability for business customers under the express application for merchants of § 377 HGB:
We are also liable for damages to customers who are entrepreneurs, according to the legal provisions without limitation, if these
a. are based on injury to life, body or health and have been caused by a willful or negligent breach of duty by us, our legal representatives or vicarious agents, or
b. based on an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents or
c. based on the product liability law or
d. We have assumed a procurement risk or a guarantee and are therefore liable.
Is a loss based only on negligent but not grossly negligent breach of a contractual obligation (cardinal obligation) by us, our legal representatives or vicarious agents, without at the same time a claim based on the above provisions to a. to d. we are also liable for damages, but limited in amount to typical and foreseeable damage.
Essential contractual obligations (cardinal obligations) in the above sense are those obligations whose proper fulfillment the customer trusts and may trust, because they shape the contract.
In addition, we are liable, as far as claims for damages are covered by a liability insurance.
It remains with the legal burden of proof distribution.
Further claims for damages against us, our legal representatives or vicarious agents are excluded, no matter on what legal grounds they are based.
8. Statute of limitation of material defects
Rights and claims of customers who are entrepreneurs become statute-barred in one year, unless
a. the delivered goods are a thing that has been used for a building in accordance with its normal use and has caused its defectiveness or
b. these are reimbursement claims according to § 479 BGB or
c. the defect is based on an intentional breach of duty by us, our legal
representatives or vicarious agents or
d. these are claims for damages.
In cases a. to d. the statutory limitation periods apply.
It remains with the legal provisions on the inhibition, expiry and on the new beginning of the statute of limitations.
9. Retention of title
Differing the provision in II. 11., to customers who are entrepreneurs the following retention of title applies:
We reserve ownership of all delivered goods (goods subject to retention of title) until full payment of the purchase price and until such time as all our claims from the business relationship have been paid.
The customer is entitled to process the goods in the ordinary course of business and to resell them, as long as he is not in default with the fulfillment of his obligation towards us or stops his payments. Specifically, the following applies:
a. The processing or transformation of the reserved goods takes place for us within the meaning of § 950 BGB, without obliging us. By processing or transformation of the reserved goods, the customer does not acquire the property in accordance with § 950 BGB on the new thing.
If the reserved goods are processed, mixed, blended or combined with other products, we acquire co-ownership of the new item at a share that corresponds to the ratio of the invoice value of our reserved goods to the total value.
The provisions applicable to the goods subject to retention of title shall apply mutatis mutandis to the co-ownership shares arising under the above provisions.
b. The customer herewith assigns the receivables from the resale or the other sales transactions, such as Contracts with all ancillary rights to us from and proportionately also in so far as the goods are processed, mixed or blended and we have acquired hereby in the amount of our invoice value co-ownership or the product is permanently installed. Insofar as the reserved goods are processed, mixed, blended or permanently installed, we are entitled to a fraction of the respective claim from the resale in proportion to the invoice value of our reserved goods to the invoice value of the object.
If the reserved goods are sold by the customer together with other goods not supplied by us, the customer hereby assigns to us a portion of the claim from the resale in the amount of the invoice value of our reserved goods.
If the customer has sold this claim in the context of genuine factoring, he hereby assigns to us the claim against the factor which will take its place. If the claim from the resale by the customer into a current account relationship with his customer, he assigns his claim from the current account relationship hereby amounting to the invoice value of the goods subject to retention.
c. We hereby accept the above assignments.
d. The customer is entitled until the revocation by us to collect the claims assigned to him. The collection authorization expires on revocation, which takes place if the customer is in default of payment or stops the payment. In this case we are
authorized by the customer to inform the customers of the assignment and to collect the claim ourselves.
The customer is obliged to give us on request a detailed list of his claims with the name and address of the customer, amount of each claim, date of invoice, etc. and give us all information and documents necessary for the assertion of the assigned claims and the review to allow this information.
e. Amounts received from assigned claims by the customer are to be set aside for us until the transfer to us.
f. Pledges or assignments of security of the reserved goods or the assigned
claims are inadmissible. We are to be informed immediately of seizures, stating the seizure creditor.
If the value of the securities to which we are entitled exceeds our total claim against the customer by more than 10%, we shall be obliged to release it at the customer‘s request.
The customer stores the reserved goods for us free of charge. The customer must insure them against usual dangers such as fire, theft and water to the usual extent. The customer hereby assigns to us his claims for compensation which he is entitled to from damages of the type mentioned against insurance companies or other persons liable for compensation in the amount of his claim. We accept the assignment.
10. Place of jurisdiction
The place of jurisdiction is located at our registered office, provided that the entrepreneur‘s business is a merchant or the other requirements of a jurisdiction agreement according to § 38 ZPO are met.
We are always entitled to use the business customer at his general place of jurisdiction.
11. Proper law
With respect to customers who are entrepreneurs, German law always applies to the contractual relationship, as it does under two contractual partners domiciled in Germany, to the exclusion of the UN Sales Convention (CISG).