These General Terms and Conditions contain a German and an English version. In cases of doubt and in the event of discrepancies, the German version shall prevail.
Download the purchasing conditions of Global Innovations Germany GmbH & Co.KG here.
Präambel
Diese allgemeinen Geschäftsbedingungen (im Folgenden „AGB“ genannt) regeln die vertragliche Beziehung zwischen Global Innovations Germany GmbH & Co. KG, Im Paesch 11a 54340 Longuich, Deutschland (im Folgenden „Verkäufer“ genannt) und dem Kunden, der Unternehmer ist und im Rahmen seiner unternehmerischen Tätigkeit Waren bei dem Verkäufer erwirbt (im Folgenden „Käufer“ genannt).
§ 1 General information, scope of application
- The General Terms and Conditions apply to all current and future business relationships between the Seller and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) who purchase goods from the Seller’s online shop in the course of their business activities.
- The General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that the seller has expressly agreed to their validity. This express consent requirement applies in all cases, for example, even if the seller carries out the delivery to the buyer without reservation in the knowledge of the buyer’s general terms and conditions.
- If the buyer accepts the service/delivery by the seller without reservation, this also constitutes acceptance of these GTC.
- Legally relevant declarations and notifications to be made by the buyer to the seller after conclusion of the contract (e.g., setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing to be effective.
§ 2 Contract conclusion
- The offers on the seller’s websites and in its catalogs are non-binding and subject to change.
- By placing an order, the buyer submits a binding offer to purchase the goods listed in the order. By placing an order, the buyer confirms that they are acting as an entrepreneur within the meaning of § 14 BGB (German Civil Code). This confirmation is requested again during the ordering process.
- The quality of the goods ordered is determined by the respective product descriptions. The illustrations may not accurately represent the products; colors in particular may vary for technical reasons. Images are for illustrative purposes only and may differ from the product. Technical data, weight, dimensions, and performance descriptions are as accurate as possible, but may be subject to the usual deviations. Deviations from the characteristics described here do not constitute defects in the products delivered by the seller.
- In the case of custom-made products, the seller reserves the right to make technical and/or design deviations from descriptions and specifications. The same applies in the case of deviations in material, dimensions, weight, color, structure, construction, and/or model type (these are only guidelines) made by the manufacturer or upstream supplier, as well as printing errors and mistakes. If no significant change is made and the change or deviation is reasonable for the buyer, the buyer cannot derive any rights from the deviation or change.
- Unless otherwise stated in the order, the seller is entitled to accept this contract offer within two weeks of its receipt by the seller.
- The contract shall only come into effect upon confirmation of the order by the seller to the buyer or upon dispatch of the goods to the buyer.
§ 3 Delivery period and delay in delivery
- Goods are delivered exclusively against invoice or prepayment or PayPal. Deliveries abroad are made exclusively against prepayment.
- Individually agreed partial deliveries and additional equipment delivered subsequently at the buyer’s request will be invoiced separately.
- Delivery dates and deadlines, which may be agreed as binding or non-binding, must be expressly specified. If bindingness has not been expressly agreed, delivery dates and deadlines specified (including in writing) shall be non-binding. If subsequent effective contractual changes are agreed with regard to the goods concerned, all previously agreed delivery dates and periods shall cease to apply.
- The seller is entitled to make partial deliveries unless the partial delivery is unreasonable for the buyer.
- Unforeseen obstacles to performance, in particular due to natural disasters, war, blockades, unrest, riots, official measures, pandemics and epidemics, transport disruptions, labor disputes, difficulties in procuring raw materials or supplier parts for which the seller is not responsible, operational disruptions for which the seller is not responsible, etc., which prevent timely or proper delivery or performance, shall extend the delivery times by the duration of the impediments.
- Unless otherwise expressly agreed, the choice of transport route and mode of transport is made by the seller, whereby the seller does not guarantee to choose the cheapest shipping option.
§ 4 Delivery, transfer of risk, acceptance, default of acceptance
- Delivery shall be made from the warehouse, which is also the place of performance. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery).
- The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.
- If the buyer is in default of acceptance, fails to cooperate, or if delivery is delayed for other reasons for which the buyer is responsible, the seller shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs).
§ 5 Prices and payment
- Unless expressly agreed otherwise in individual cases, the seller’s prices current at the time of conclusion of the contract plus statutory sales tax shall apply.
- In the case of mail order purchases (§ 4 (1)), the buyer shall bear the transport costs. Any customs duties, fees, taxes, and other public charges shall also be borne by the buyer.
- Unless expressly agreed otherwise, all invoice amounts are due immediately. Default interest shall be charged at a rate of 9 percentage points above the respective base interest rate. Interest is due immediately. We reserve the right to claim higher damages for default. Damages for default also include any currency losses.
§ 6 Retention of ownership
- The seller retains ownership of all delivered items (hereinafter referred to as “reserved goods”) until all claims have been settled, regardless of their legal basis, including future or conditional claims arising from contracts concluded at the same time or later. This also applies if payments are made for specifically designated claims.
- If there are indications that justify the assumption of the buyer’s insolvency or the threat thereof, the seller is entitled to withdraw from the contract without setting a deadline and to demand the return of the reserved goods.
- Processing and treatment of the goods subject to retention of title shall be carried out for the seller as manufacturer within the meaning of § 950 BGB (German Civil Code) without placing any obligation on him. The processed goods shall be deemed reserved goods within the meaning of § 6 (1). If the reserved goods are processed, combined, or mixed with other goods by the buyer, the seller shall be entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If the seller’s ownership expires due to combination or mixing, the buyer hereby transfers to the seller the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for the seller free of charge. The co-ownership rights arising hereunder shall be deemed reserved goods within the meaning of § 6 (1).
- If the reserved goods are combined by the buyer with real estate in accordance with § 946 BGB (German Civil Code), the buyer shall, without the need for further special declarations, also assign to the seller, by way of security, any claim to which he is entitled as remuneration for the combination, with all ancillary rights, in the amount of the ratio of the value of the combined reserved goods to the other combined goods or to the value of his total performance at the time of the combination.
- The buyer is only entitled to resell, process, combine with other items, or otherwise incorporate the goods subject to retention of title within the scope of proper business operations and as long as he is not in default with the payment of the purchase price. Any other disposal of the goods subject to retention of title is not permitted. The seller must be notified immediately of any seizures or other access to the goods subject to retention of title by third parties. All intervention costs shall be borne by the buyer, insofar as they cannot be collected from the third party and the third-party action has been legitimately brought. If the buyer grants his customer a deferral of payment of the purchase price, he must reserve ownership of the goods subject to retention of title vis-à-vis his customer under the same conditions under which the seller has reserved ownership of the delivery of the goods subject to retention of title. However, the buyer is not obliged to also reserve ownership with regard to claims against his customer that will arise in the future. Otherwise, the buyer is not authorized to resell the goods.
- The buyer’s claims arising from the resale of the goods subject to retention of title are hereby assigned to the seller. They serve as security to the same extent as the goods subject to retention of title. The buyer is only entitled and authorized to resell the goods if it is ensured that the claims to which he is entitled from the resale are transferred to the seller.
- If the goods subject to retention of title are sold by the buyer together with other goods not delivered by the seller at a total price, the assignment of the claim from the sale shall be made in the amount of the invoice value of the goods subject to retention of title sold in each case.
- If the assigned claim is included in a current account, the buyer hereby assigns to the seller a portion of the balance corresponding to the amount of this claim, including the final balance from the current account.
- The buyer is authorized to collect the assigned claim until revoked by the seller. The seller is entitled to revoke this authorization if the buyer does not properly meet their payment obligations arising from the business relationship or if circumstances become known that are likely to significantly reduce the buyer’s creditworthiness. If the conditions for exercising the right of revocation are met, the buyer must, at the seller’s request, immediately disclose the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over the relevant documents to the seller, and notify the debtor of the assignment. The seller is also entitled to notify the debtor of the assignment himself. The buyer is not authorized to assign the claims in any other way, even on the basis of the seller’s collection authorization.
- If the nominal value (invoice amount of the goods or nominal amount of the claims) of the securities existing for the seller exceeds the secured claims by more than 10%, the seller is obliged, at the buyer’s request, to release securities of his choice to this extent.
- If the seller asserts retention of title, this shall only be deemed a withdrawal from the contract if this is expressly declared by the seller. The buyer’s right to possess the goods subject to retention of title shall expire if he fails to fulfill his obligations under this or any other contract.
§ 7 Warranty
- The basis for liability for defects is the agreement made regarding the quality of the goods. Deviations from information provided on the Internet, in brochures, advertising materials, descriptions, etc. regarding dimensions, weights, performance, power requirements, etc. do not constitute grounds for warranty claims. Only product descriptions (including those of the manufacturer) expressly designated as such shall be deemed to be an agreement on the quality of the goods. The seller reserves the right to deviations to an extent reasonable for the buyer. This also applies to design or production changes.
- The buyer’s warranty rights presuppose that the buyer has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). If a defect becomes apparent during the inspection or later, the seller must be notified of this immediately in writing. If the buyer fails to properly inspect the goods and/or notify the seller of defects, the seller’s liability for the unreported defect is excluded.
- Subsequent performance shall be effected at the seller’s discretion either by repair or replacement.
- The seller is entitled to refuse subsequent performance until payment of the purchase price due, unless he is contractually obliged to perform in advance.
- The buyer shall give the seller the time and opportunity necessary for the subsequent performance owed and, in particular, shall hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the buyer shall return the defective item to the seller in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective item or its reinstallation if the seller was not originally obliged to install it.
- The expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs, shall be borne by the seller. This shall not apply if the expenses increase because the item has been taken to a location other than the place of delivery after delivery, unless this corresponds to the intended use of the item.
- If the buyer accepts a defective delivery despite being aware of the defect, they shall only be entitled to claims and rights due to the defect if they reserve these upon acceptance.
- Claims for subsequent performance shall become time-barred one year after the start of the statutory limitation period. The same applies to withdrawal and reduction as well as compensation for damages. This period does not apply if the law prescribes mandatory longer periods in accordance with §§ 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) and 634a (1) No. 2 (construction defects) BGB, and also does not apply in cases of intent, fraudulent concealment of the defect, non-compliance with a quality guarantee, or breach of essential contractual obligations (cardinal obligations – for definition, see § 8 (1)). In such cases, the statutory limitation periods shall apply. The statutory provisions on suspension of the limitation period, interruption, and recommencement of the limitation periods remain unaffected.
§ 8 Liability and industrial property rights
- Any claims for damages by the buyer – regardless of the legal basis – are excluded. This does not apply in the event of fraudulent concealment of a defect, failure to comply with a quality guarantee, injury to life, limb or health, or intentional or grossly negligent breach of duty by the seller, nor in the event of a breach of duties whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer may regularly rely (essential contractual obligations/cardinal obligations). Claims under the Product Liability Act are also not affected by this limitation of liability.
- The buyer’s claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for this type of contract, unless there is intent or gross negligence or liability for injury to life, limb, or health.
- The above limitations of liability apply equally to claims for reimbursement of futile expenses (§ 284 BGB). The above provisions do not imply a change in the burden of proof to the detriment of the buyer.
- The seller assumes no liability for ensuring that the goods delivered by him do not infringe any industrial property rights of third parties. If the delivered goods have been manufactured according to the buyer’s designs or instructions, the buyer shall indemnify the seller against all claims asserted on the basis of infringements of industrial property rights of third parties.
- The above limitations of liability shall apply equally to breaches of duty by the seller’s organs and vicarious agents.
§ 9 Offsetting and retention
- The buyer is only entitled to withhold payments on the basis of undisputed or legally established counterclaims or any counterclaims arising from the same contractual relationship.
- The buyer is only entitled to offset undisputed or legally established counterclaims or counterclaims arising from the same contractual obligation.
- The seller is entitled to rights of set-off and retention without restriction to the extent permitted by law.
§ 10 Final provisions
- The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
- The place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between the buyer and the seller under these General Terms and Conditions is the registered office of the seller.
- Should individual clauses of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.
As of November 2022