GTC Shop - B2B
General Terms and Conditions Online Shop - B2B
§ 1 Scope
The following General Terms and Conditions (GTC Shop - B2B) are definitive and govern the contractual relationship between the Vendor mbo Osswald GmbH & Co KG, Steingasse 13, 97900 Kuelsheim-Steinbach (Tel. +49 (0) 9345/670-0, Fax +49 (0) 9345/6255, firstname.lastname@example.org) and the respective purchaser. The term contractual relationship means any contract concluded by the Vendor via the online shop on the basis of which the Vendor is required to provide deliveries of goods and services to the Purchaser. By placing its order, the Purchaser expressly confirms that it is aware of and accepts the Vendor's present General Terms and Conditions.
Purchasers may only be enterprises. An enterprise is a natural or legal person or a partnership with legal capacity that, in concluding a legal transaction, is pursuing its commercial or independent professional activities (§ 14 German Civil Code (BGB)).
The Purchaser's own terms and conditions are herewith excluded unless agreed to the contrary in writing between the parties.
§ 2 Object of the contract
The object of the respective contract is the sale of goods by the Vendor to the Purchaser via the Internet portal https://www.mbo-osswald.de/en.
Any special wishes and instructions regarding the manufacture of goods in accordance with customer specifications must be communicated in writing.
§ 3 Conclusion of contract, language of the contract, text of the contract
The Purchaser can order goods from the Vendor's online shop. To this end, the Purchaser must first register and create a customer account. The Purchaser can then enter the relevant personal data in the Vendor's online shop and order goods. To do this, the Purchaser first collects goods in the virtual shopping cart and then passes through the automated order process in the Vendor's online shop.
When the order has been completed by the Purchaser, the Vendor sends an automated confirmation of receipt of order to the Purchaser's e-mail address. This recapitulates the order placed by the Purchaser. The confirmation of receipt of order does not represent acceptance of the Purchaser's inquiry as a confirmed purchased contract. The confirmation of receipt of order does not therefore establish a purchase contract. Furthermore, the confirmation of receipt of order does not represent a confirmation that the ordered goods are available for delivery.
A purchase contract is established only when the Vendor sends the Purchaser a confirmation of dispatch by e-mail.
German is available as the language for the conclusion of the contract. The text of the contract is saved by the Vendor and the Purchaser is able to retrieve this and print it via the associated customer account following conclusion of the order process.
§ 4 Technical steps resulting in the conclusion of the contract, detection and correction of incorrect input
The Purchaser must perform the following technical steps:
• After selecting the required products, the Purchaser clicks on “Proceed to checkout” in the displayed shopping cart
• This takes the Purchaser to the page “Payment method & shipping method” where the Purchaser chooses the required method of payment and shipment and then clicks on “Next”.
• This displays an overview in which the Purchaser can specify the invoice and delivery addresses. If the invoice and delivery addresses are not identical then you can add a separate delivery address here and modify the invoice address specified when you registered and which is stored with your account.
• All the selected items are then displayed in an overview. In this view, it is possible to modify the contents of the shopping cart.
• The Purchaser concludes the operation by clicking on the “Buy now” button
The Purchaser can change the specified purchases using the usual mouse and keyboard functions and the “Change” links on the order overview page. The Purchaser can also correct the order by clicking on the “Back” button in the Web browser or can navigate back to the individual steps involved in the order by clicking on the order steps displayed at the top of the online shop.
§ 5 Execution of the contract, shipment costs, delivery
Offers are made without obligation. All prices are stated net in euros plus any sales tax that may be applicable, which is shown separately in the invoice, and any packaging and shipping costs that may be applicable The Purchaser can consult the applicable shipping costs, which are borne by the Purchaser as of the Vendor's premises, in the shipping cost table that is accessible via a link, as well as in the price breakdown displayed in the virtual shopping cart. The price displayed for any item does not include ancillary services provided by the Vendor (e.g. provision, assembly, installation or execution), ancillary costs (e.g. packaging, packaging materials), transport costs, carriage, customs' duties, freight, taxes and insurance costs.
The Vendor undertakes to send the goods to the Purchaser by post and without delay following conclusion of the purchase contract and payment of the full purchase price.
Deliveries are always made at the Purchaser's risk and expense. At the Purchaser's request, the Vendor is entitled, but not obliged, to insure the goods at the Purchaser's expense.
As of conclusion of the contract, the delivery period is up to 3 days in the case of shipments within Germany. The Vendor will indicate any other delivery periods (for example in the case of overseas shipments) under the “Shipping costs” link in the online shop.
If it is not possible to deliver an ordered item because the Vendor has, through no fault of its own and despite the supplier's contractual obligations, not been supplied by its supplier or, in the event of a fixed date transaction, has not been supplied in good time, thus constituting an impediment to performance that is not merely temporary, then it is entitled to withdraw from the contract. In this case, the Vendor will immediately inform the Purchaser without delay that the ordered goods are no longer available and reimburse any amounts that have already been paid.
If the Vendor or its suppliers are unable to respect agreed deadlines due to temporary impediments to performance for which they are not responsible, such as, for example, force majeure, industrial disputes, natural disasters, shortages of energy or raw materials or insurmountable traffic disruption, then the period will be extended by the duration of the temporary impediment to performance and the Vendor will notify the Purchaser without delay in such cases.
§ 6 Liability
The Vendor has unlimited liability for loss or damage caused with malicious intent or due to gross negligence, for the fraudulent concealment of defects, the acceptance of warranted properties, claims resulting from product liability legislation as well as in the event of loss of life, physical injury or impairment to health.
The Vendor is not liable for any other loss or damage caused as a result of minor negligence on the part of the Vendor, a legal representative or vicarious agent. In the event of the violation of important contractual obligations whose correct discharge is essential for the execution of the present contract and on the respect for which the Purchaser should be able to rely (cardinal obligation), the Vendor's liability is limited to compensation in respect of loss or damage that is typical of the contract and foreseeable, provided that this is attributable to minor negligence.
The above provisions apply to all claims for loss or damage, in particular when compensation is claimed in addition to performance or when compensation is claimed instead of performance, irrespective of the legal basis and in particular due to defects, the violation of obligations resulting from the contractual relationship and claims based on tort.
The legal provisions under which the Vendor is liable for certain activities or omissions even in the absence of negligence are unaffected by the above exclusions and limitations of liability.
§ 7 Warranty
The Vendor's liability in respect of defective goods is set out in the statutory provisions of German commercial legislation (§§ 434 ff. of the German Civil Code (BGB)).
Claims arising out of § 437 of the German Civil Code expire after a year as of the delivery of the ordered goods to the Purchaser, provided that the goods are not used goods. The shortened warranty period does not apply to claims made by the Purchaser in respect of which the Vendor has unlimited liability by virtue of § 6 of the General Terms and Conditions. The expiry periods in accordance with §§ 438 para. 1 No. 1 and 2, 479 para. 1 and 634 a para. 1 No. 2 of the German Civil Code are unaffected. In all other cases, the statutory warranty period as of delivery to the customer applies.
The Vendor is free to choose whether to eliminate the defect or supply replacement goods free of defects in accordance with § 439 para. 1 of the German Civil Code.
Any rights of recourse arising out of § 445a of the German Civil Code also expire a year after delivery of the ordered goods.
In the event that delivered goods are replaced or repaired, the period of limitation is only resumed when the Vendor accepts the defective nature of the replaced or repaired goods.
In the event of a mutual commercial transaction under the terms of the German Commercial Code, the Purchaser will examine the ordered goods immediately following delivery. This applies in particular to the completeness of the goods as well as to their correct functioning. Any defects identified during this examination or that are otherwise immediately identifiable must be notified to the Vendor without delay. A detailed description of the defects must be provided together with the notification. If the Purchaser makes no such notification then the goods are deemed to be approved except in the event of defects that were not detectable during the examination.
Defects in the goods that were not detectable during the examination conducted as required in accordance with the provisions above must be notified to the Vendor without delay immediately after their discovery, provided that the transaction is a mutual commercial transaction. Otherwise the goods are considered to be approved even in the presence of this defect.
§ 8 Payment conditions, arrears and retention of title
The purchase price is due immediately on conclusion of the purchase contract. The Purchaser may decide to pay in advance/by credit transfer, by credit card or via PayPal.
The Purchaser is in arrears if it has not made payment within 30 days of the due date. If the Purchaser fails to make payment by the due date then interest will be charged on the purchase price at 9% points above the basic interest rate during the period of arrears. The Vendor reserves the right to prove a higher level of loss or damage resulting from the arrears and assert a corresponding claim against the Purchaser.
The delivered goods shall remain the property of the Vendor until paid for in full.
Title in respect of the purchased goods is transferred from the Vendor to the Purchaser only when the Purchaser has settled all claims arising from the business relationship with the Vendor (extended retention of title). The Purchaser undertakes to treat the goods with due care and attention and, in the case of goods of high value, to insure them against the habitual risks (e.g. water, fire, storms, theft) on behalf of the Vendor.
Up until the point at which title has been transferred in full, the Purchaser undertakes to inform the Vendor without delay in the event that the goods are attached or otherwise subject to any interventions by third-parties.
The Purchaser is entitled to dispose of the goods delivered subject to retention of property during the normal course of business provided that it is not in arrears. The Purchaser assigns to the Vendor all claims against buyers or other third-parties arising from the further disposal of the goods in connection with acceptance into current account relationships as security and any other claims resulting from the business relationship. Following assignment, the Purchaser is authorized to collect the claims assigned to the Vendor. Nevertheless, the Vendor reserves the right to revoke the authorization to collect such claims and to collect them itself in the case that the Purchaser fails to meet its payment obligations, is in arrears and, in particular, a petition has been lodged for the opening of insolvency proceedings.
If the Vendor's retention of title in respect of goods acquired by means of a commercial transaction ceases as a result of the resale, combination or processing of the purchased goods by the Purchaser then the new object or the claim resulting from one of the above-mentioned activities shall take the place of the purchased goods (extended retention of title)
§ 9 Industrial property rights
In the Federal Republic of Germany, the Vendor guarantees the Purchaser that the goods are free from third-party industrial property rights. This is contingent, however, on the requirement for the Purchaser to inform the Vendor without delay of claims brought by third-parties against the Purchaser in respect of the infringement of industrial property rights and to handle claims and pursue its rights in a manner agreed with the Vendor. If any of these requirements is not respected then the Vendor is freed from its obligations.
The Vendor assumes no responsibility for cases where the Purchaser makes changes to the delivered goods in a way that infringes third-party industrial property rights.
§ 10 Data protection
The purchaser is informed that its personal data required for the handling of the contract and purchase order will be stored on data media and processed. Transfer to the payment service provider PayPal is also performed exclusively for the above purpose of handling of the contract and purchase order. It is expressly stated that data is not transferred to third-parties for any other purpose (e.g. advertising).
Purchasers can find further details, including on their rights as data subjects, in the Vendor's data protection declaration.
§ 11 Concluding provisions
German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods, is exclusively applicable to the present General Terms and Conditions and the associated concluded purchase contract.
The place of jurisdiction for all claims arising from or in connection with the present provisions and all aspects of the legal relationship between the contractual parties is the Vendor's place of business. However, this does not prejudice the Vendor's right to assert claims against the Purchaser in other competent jurisdictions.
The written form applies to all contracts/agreements concluded on the basis of these General Terms and Conditions. There are no verbal ancillary agreements. Any modifications and extensions, including modifications to the present clause, must be agreed in writing.
If one or more clauses of these General Terms and Conditions should become fully or partially ineffective then this shall not affect the validity of the remaining provisions.