General Terms And Conditions

General Terms and Conditions of vaiotec GmbH

1. SCOPE OF APPLICATION (1)

These General Terms and Conditions shall apply exclusively to the entire business relationship between vaiotec GmbH as seller (hereinafter referred to as "Seller") and the customer/client (hereinafter referred to as "Customer"), unless otherwise expressly agreed between the parties. These General Terms and Conditions also apply in particular to all sales made by the Seller via its websites www.vaiotec.de and www.vaiotec.com, by telephone, by e-mail or as stock sales. All deliveries, services and offers of the seller are made exclusively on the basis of the provisions laid down in these General Terms and Conditions of Business and Delivery (GTC). They shall also apply to all future contracts with the customer, even if they have not been separately agreed again. The customer shall be informed immediately of any changes to these GTC. The amended GTC shall be sent to the customer, emphasising the amended passages. This can also be done by e-mail. If the customer does not object to the amended GTC within six weeks of notification, they shall be deemed to have been approved and shall also apply to existing contracts. The customer shall be specifically informed of this in the notification of the amendment. Deviating or conflicting terms and conditions of the customer shall only be binding if the seller has recognised them in writing. (2) The Seller's offers are aimed exclusively at traders or entrepreneurs. An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, is acting in the exercise of its commercial or independent professional activity. (3) Digital content within the meaning of these GTC is all data that is not on a physical data carrier, which is produced in digital form and provided by the seller by granting certain rights of use regulated in more detail in these GTC.

2. CONCLUSION OF CONTRACT (1)

The product descriptions contained in the Seller's catalogues, brochures, advertisements and websites do not constitute binding offers on the part of the Seller, but are intended for the submission of a binding offer by the Customer. (2) The customer can submit the offer via the online order form integrated into the seller's online shop. After placing the selected goods in the virtual shopping basket and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods contained in the shopping basket by clicking the button that concludes the ordering process. On an overview page, the customer has the opportunity to check the accuracy of his entries and correct them if necessary before finally submitting the order. The customer can correct his entries during the electronic ordering process using the usual keyboard and mouse functions until he clicks on the button finalising the order process. Alternatively, the customer has the option of submitting a corresponding contract offer by telephone or e-mail, in which case these GTC also apply. (3) The only language currently available for the ordering process is German. (4) The seller can accept the customer's offer within two weeks by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive in this respect, or by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive in this respect, or by requesting payment from the customer after placing the order. (5) If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the second week following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent. (6) The contract is concluded on the part of the seller subject to the reservation of timely and complete self-delivery. This reservation shall not apply in the event of short-term delivery difficulties. (7) When an offer is submitted via the Seller's online order form, the text of the contract is saved by the Seller and sent to the Customer in text form (e.g. e-mail, fax or letter) after the order has been sent, together with these General Terms and Conditions. In addition, the text of the contract is archived on the seller's website and can be accessed by the customer free of charge via his password-protected customer account by entering the corresponding login data, provided that the customer has created a customer account in the seller's online shop before sending his order. (8) Order processing and contact is usually carried out by telephone, e-mail and/or automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.

3. DEADLINES, TRANSFER OF RISK, PRICES AND TERMS OF PAYMENT

(1) The delivery times/deadlines stated in the offers are without guarantee and apply subject to the correct and timely receipt of products from the Seller's own source of supply, unless the Seller expressly agrees to binding delivery times/delivery dates in writing. The commencement of the delivery period stated by the Seller is subject to the timely and proper fulfilment of the Customer's obligations. The defence of non-performance of the contract remains reserved. If the customer is in default of acceptance or culpably violates other obligations to co-operate, the seller shall be entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay. In the event of a delay in delivery not caused by wilful intent or gross negligence on the part of the Seller, the Seller shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value. This shall not apply if the Seller informs the Customer in good time of any delivery difficulties on the part of the manufacturer/intermediary for which the Seller is not responsible or in cases of force majeure, such as epidemics, pandemics, natural disasters, strikes, etc. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected. (2) Unless otherwise stated in the seller's product description, the prices quoted are net prices and do not include statutory VAT. Any additional delivery and shipping costs will be indicated separately in the respective product description and/or the shopping basket system of the online shop. In the case of telephone orders, the delivery and shipping costs will be announced individually. All prices shall only be deemed fixed prices if they have been confirmed in writing by the seller. The prices stated in catalogues, in brochures, on the Internet presence or in other price lists refer to the time of publication of the respective sales document; we reserve the right to change prices after this time. (3) For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the seller is not responsible 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 may also be incurred in relation to the transfer of funds 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. (1) The payment option(s) will be communicated to the customer in the seller's online shop or in an order confirmation. Payments by cheque or bill of exchange are made on account of performance and require the Seller's consent. Any expenses and discount charges incurred as a result and all other associated costs shall be borne by the customer. (4) If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed a later due date. (5) If the payment method purchase on account is selected, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 14 (fourteen) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of a corresponding payment restriction in his payment information in the online shop. (6) Unless otherwise agreed, the prices quoted are unit prices for the delivery of unpacked goods. Packaging, transport costs and insurance are charged separately as additional services. (7) In the event of default of payment by the customer, the seller shall be entitled to demand interest on arrears from the date of default in the amount corresponding to the credit costs to be paid by the seller himself, but at least in the amount of the default interest to be paid in accordance with § 288 BGB. For transactions between entrepreneurs, this is 8 percentage points above the base interest rate. Both the customer and the seller reserve the right to prove lower or higher damages in individual cases. In addition, the Seller shall be entitled to charge a flat-rate processing fee in the usual amount for each reminder. (8) In the event of payment difficulties on the part of the Customer, in particular also in the event of default in payment, cheque or bill protest, the Seller shall be entitled to demand immediate payment of all deferred or otherwise outstanding invoice amounts and to demand cash payment or the provision of security. Only after settlement by the customer shall the customer be entitled to the return of any cheques or bills of exchange accepted by the seller on account of performance, while the seller shall also remain entitled to the alternative assertion of the respective cheque or bill of exchange claims until then. (9) Invoices issued by the Seller shall be deemed to have been accepted if the Customer has not objected to them in writing within 30 days of the invoice date and the Seller has pointed out the significance of the expiry of the deadline when issuing the invoice. In the case of partial deliveries as agreed or only possible according to the Seller's operating situation (e.g. transport capacity or partial lack of own stock), the Seller may issue invoices to the Customer for each individual partial delivery and, unless otherwise agreed in writing, need not continue to deliver until the Customer has paid the one or more invoices previously issued. (10) The customer is obliged to notify the seller immediately of any change of his place of business as long as claims for delivered goods are still outstanding or the goods have not yet been delivered.

4. DELIVERY AND SHIPPING CONDITIONS

(1) The delivery of goods is usually carried out by dispatch to the delivery address specified by the customer, unless otherwise agreed. The customer shall bear the costs incurred in the event of a change in instructions. The delivery address specified in the seller's order processing is decisive for the transaction. Partial deliveries and partial services are permissible insofar as they are reasonable for the customer. Transport by rail or forwarding agent is only carried out on behalf of the customer at the customer's expense and risk. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of fulfilment or who bears the freight costs. (2) If the transport company returns the dispatched goods to the seller because delivery to the customer was not possible, the customer shall bear the costs for the unsuccessful dispatch. If increased freight/transport costs arise due to the fact that the customer was not on site or ready to accept the delivery, these shall be borne by the customer. This does not apply if the customer is not responsible for the circumstance that led to the impossibility of delivery or if he was temporarily prevented from accepting the service offered, unless the seller had given him reasonable advance notice of the service/delivery. (3) The Seller shall only be obliged to comply with foreign packaging, weighing and customs regulations if the Customer provides precise information on this in good time. Any associated additional costs shall be borne by the customer. (4) In the case of collection by the customer, the seller shall first inform the customer by e-mail that the goods ordered by him are ready for collection. After receipt of this e-mail, the customer can collect the goods from the seller's premises by arrangement with the seller. In this case, no shipping costs will be charged. Goods made available by the seller must be collected or retrieved within 2 weeks. The seller shall be entitled to charge storage costs at the usual rate for any storage time exceeding this period. The customer undertakes to collect the goods within a reasonable time during business hours. Goods already transferred to the customer and not collected or retrieved by him within 4 weeks at the latest shall then become the property of the seller again without further ado and can be sold by the seller to another customer. Otherwise, the mutual contractual relationships shall remain unaffected. (5) In the event of delay in performance or impossibility of performance not caused by intent or gross negligence on the part of the seller, claims for damages by the customer are excluded. Liability in commercial transactions is limited to the amount of the order value. (6) If the fulfilment of the contract is impaired by surprising or extraordinary circumstances occurring at the Seller or the respective source of supply of the Seller, which cannot be averted despite reasonable care (e.g. war or warlike events, general labour shortage, strike, lockout, operational disruption, transport difficulties, shortage of essential raw materials), the Seller shall be entitled, even within a delay in delivery, to extend the delivery period appropriately or to withdraw from the contract in whole or in part. The customer cannot derive any claims for damages or cancellation rights from this.

5. RETENTION OF TITLE, RIGHT OF RETENTION

(1) The seller retains title to the purchased item until full payment of the claim arising from the delivery contract and, if the customer is a merchant within the meaning of the German Commercial Code (HGB), until full payment of all claims arising from the business relationship. The customer is only authorised to dispose of the purchased goods in the ordinary course of business. The customer is prohibited from pledging, transferring by way of security or otherwise encumbering the goods subject to retention of title. In the event of a resale, the customer must make the transfer of ownership dependent on full payment of the goods by his customers. (2) As long as the ownership has not yet been transferred, the customer must inform the seller immediately in text form if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse the Seller for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Customer shall be liable for the loss incurred by the Seller. (3) The customer's rights of retention are excluded unless they are based on the same contractual relationship. The offsetting of counterclaims is only permitted if such counterclaims are undisputed by the seller and have been declared due for payment or have been legally established.

6. LIABILITY FOR DEFECTS (WARRANTY), EXCLUSIONS OF LIABILITY

(1) Insofar as the information contained in the brochures, advertisements, Internet presences and/or other offer documents has not been expressly designated as binding by the Seller, the illustrations or drawings contained therein are only approximate. Only the Seller's own specifications shall be deemed to be the quality of the goods. (2) If the purchased item is defective in the case of new goods, the provisions of statutory liability for defects shall apply. The warranty period for new goods is 1 year, calculated from the transfer of risk. This period shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims in tort are asserted. If and insofar as the manufacturer provides separate guarantees, these can be found in the item description. The customer can request the manufacturer's extended detailed warranty conditions from the seller. Claims for damages due to wilful or grossly negligent breach of obligations by the seller as well as claims arising from injury to life, limb and health based on a negligent breach of duty by the seller or a wilful or negligent breach of duty by a legal representative or vicarious agent of the seller are not covered by this exclusion of liability. (3) The Seller assumes no liability for material defects in the case of second-hand or B goods, unless he has concealed such defects against his better judgement. However, the seller is not aware of such defects. This exclusion of liability does not apply if and insofar as the seller has guaranteed a certain quality of the object of purchase. Claims for damages due to intentional or grossly negligent breach of obligations on the part of the seller as well as claims arising from injury to life, limb and health, which are based on a negligent breach of duty by the seller or an intentional or negligent breach of duty by a legal representative or vicarious agent of the seller, are not covered by this exclusion of liability. (4) Any necessary connection to the supply and disposal lines (electricity, water, steam, waste water, hot water, gas, etc.) as well as the commissioning of the object of purchase must be arranged by the customer at his own expense and may only be carried out by authorised electricians or fitters. The customer is also obliged to carry out the necessary maintenance etc. in good time and in full. The customer shall be responsible for providing proof that the installation has been carried out correctly and that the necessary maintenance has been carried out. If a defect is due to improper installation or defective or missing maintenance, the warranty claim against the seller shall lapse. (5) If the customer makes changes to the goods, for example by modifying, extending or attaching them, the customer's warranty claim shall lapse if it should transpire that the occurrence of the defect was caused by this. (6) The customer is obliged to complain to the deliverer about delivered goods with obvious transport damage, to have this certified and to inform the seller of this. If the customer fails to do so, this shall have no effect on his statutory or contractual claims for defects. (7) The customer is also obliged to inspect the delivered goods immediately, at the latest within 3 working days, for deviations in quality and quantity and to notify the seller in writing, including by e-mail, of any defects within 7 calendar days. If the customer is a merchant, the provisions of § 377 HGB (German Commercial Code) shall apply with regard to the obligation to inspect and give notice of defects. A breach of this statutory (§ 377 HGB) and/or contractual obligation to inspect and give notice of defects leads to an exclusion of the customer's warranty rights. (8) Warranted characteristics within the meaning of § 434 BGB only exist if they have been expressly labelled as warranted characteristics in writing. A reference to DIN or European standards shall only have significance as a more detailed description of the goods and shall not constitute a warranty of corresponding properties given by the Seller. (9) The customer shall initially have the choice of whether subsequent fulfilment is to take the form of rectification or replacement delivery. However, the seller is entitled to refuse the type of subsequent fulfilment chosen by the customer if it is only possible at disproportionate cost and the other type of subsequent fulfilment does not cause significant disadvantages for the customer. During subsequent fulfilment, the reduction of the purchase price or withdrawal from the contract by the customer are excluded. Subsequent fulfilment shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent fulfilment has failed or if the seller has refused subsequent fulfilment altogether, the customer may, at his discretion, demand a reasonable reduction in the purchase price (reduction) or declare his withdrawal from the contract. At the Seller's request, the defective item must be returned to the Seller carriage paid. If the complaint is justified, the seller shall reimburse the costs of the most favourable shipping route. This shall not apply if the costs increase because the item is located at a place other than the place of intended use. If an inspection of the goods carried out as part of the notification of defects reveals that the notification of defects was unjustified, the Seller shall be entitled to charge a customary fee for the inspection of the goods and the costs of dispatch. (10) The customer may only assert claims for damages under the following conditions due to the defect if the subsequent fulfilment has failed or the seller has refused subsequent fulfilment. The customer's right to assert further claims for damages under the following conditions remains unaffected. (11) Notwithstanding the above provisions and the following limitations of liability, the Seller shall be liable without limitation for damages to life, body and health resulting from a negligent or intentional breach of duty by its legal representatives or vicarious agents, as well as for damages covered by liability under the Product Liability Act, and for all damages resulting from intentional or grossly negligent breaches of contract and fraudulent intent by its legal representatives or vicarious agents. Insofar as the seller has given a guarantee of quality and/or durability with regard to the goods or parts thereof, he shall also be liable within the scope of this guarantee. However, the Seller shall only be liable for damages that are based on the absence of the guaranteed quality or durability but do not occur directly on the goods if the risk of such damage is clearly covered by the guarantee of quality and durability. (12) The Seller shall also be liable for damages caused by simple negligence, insofar as this negligence concerns the breach of such contractual obligations, the fulfilment of which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, the seller shall only be liable if the damage is typically associated with the contract and is foreseeable. The seller shall not be liable for simple negligent breaches of secondary obligations that are not essential to the contract. The aforementioned limitations of liability shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents is concerned. (13) Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the Seller's liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

7. VOLUNTARY RIGHT OF RETURN FOR NEW APPLIANCES / CANCELLATION OF CONTRACT / ORDER BECOMING IMPOSSIBLE COMPENSATION FOR DAMAGES

(1) In principle, the seller grants a voluntary, non-binding right of return for new devices within 14 days of receipt of the goods. This is subject to the condition that the item is not damaged or soiled and is returned in its original packaging and in packaging suitable for transport, unused and with all accessories. In the event of transport damage, incompleteness or soiling, the seller reserves the right to charge for the loss in value or to refuse to accept the return altogether. The customer shall bear the costs and risk for the return shipment. Furthermore, the seller shall charge a processing fee and restocking fee of 20% of the purchase price. Capital goods, special orders and articles manufactured according to the customer's specifications (e.g. custom-made products, personalisations) as well as disposable articles from the food packaging/take-away sector etc. are excluded from exchange and the right of return. If such a right of return is exercised, no payment will be made, but the purchase price paid by the customer will be credited to an internal customer account held by the seller, which the customer can use for future purchases. This does not apply to purchased used devices, except in the cases of clause 7 (2) below. (2) For all cases not covered by the provisions of Section 7 (1) of these GTC, the Seller shall be entitled to demand a lump sum of 30% of the agreed order amount if the Seller expressly agrees to the cancellation of a binding purchase contract or if the fulfilment of the purchase contract becomes impossible due to circumstances for which the Buyer and the Seller are not responsible. Further claims remain unaffected by this. A higher redemption fee may become due in cases in which the manufacturer/supplier in turn charges higher fees to the seller. This also applies if the seller does not expressly point this out when the contract is cancelled by mutual agreement. (3) If the object of the contract has already been delivered by the Seller, the lump sum specified in Clause 7 (2) of these GTC shall be increased by the costs of the outward and return transport and the costs of any necessary reconditioning. (4) The customer is free to prove that the aforementioned claim has not arisen or has not arisen in the amount claimed, or that no or only minor damage or financial disadvantage has arisen.

8. THIRD PARTY RIGHTS AND TRADEMARKS

All brands and trademarks mentioned on the website and possibly protected by third parties are subject without restriction to the provisions of the applicable trademark law and the ownership rights of the respective registered owners. The mere mention of a trade mark does not imply that it is not protected by third-party rights! The copyright for published objects created by the seller himself remains solely with the seller. Reproduction or use of such writings, graphics, sound documents, video sequences and texts in other electronic or printed publications is not permitted without the express consent of the seller.

9. DATA PROCESSING

The seller processes the customer's personal data for specific purposes and in accordance with the statutory provisions. Personal data provided for the purpose of ordering goods, e.g. name, email address, address, payment details, are used by the contractor to fulfil and process the contract. This data is treated confidentially by the seller and is not passed on to third parties who are not involved in the ordering, delivery and payment process. The customer has the right, upon request and free of charge, to receive information about the personal data stored about him by the seller. In addition, he has the right to correct incorrect data, block and delete his personal data, provided that there is no legal obligation to retain such data.

10 LINKS

In its judgement of 12 May 1998 - 312 O 85/98 - "Liability for links", the Regional Court in Hamburg ruled that the inclusion of a link may entail co-responsibility for the content of the linked page. According to the regional court, this can only be prevented by expressly distancing oneself from these contents, which the seller hereby does. The seller hereby expressly declares that he has no influence whatsoever on the design and content of the linked pages. Therefore, the seller hereby expressly distances himself from all content of all linked third-party sites on www.vaiotec.de and does not adopt this content as his own. This statement applies to all links set within the seller's own Internet offer and for all contents of the pages to which links lead as well as for external entries in guest books, discussion forums and mailing lists set up by the seller. For illegal, incorrect or incomplete contents and in particular for damages resulting from the use or non-use of such information, only the provider of the page to which reference was made is liable.

11 MISCELLANEOUS

(1) The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international purchase of movable goods. (2) If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller's place of business shall be 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 shall in any case be entitled to appeal to the court at the Customer's place of business. (3) Should provisions of this contract or a provision included in it in the future be wholly or partially invalid or unenforceable or subsequently lose their legal validity or enforceability, this shall not affect the validity of the remaining provisions of the contract. The same shall apply if it should transpire that the contract contains a loophole. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the parties intended or would have intended in accordance with the meaning and purpose of the contract if they had thought of this point when concluding this contract or when subsequently including a provision. This shall also apply if the invalidity of a provision is based on a measure of performance or time (deadline or date) prescribed in the contract; a legally permissible measure of performance or time (deadline or date) that comes as close as possible to the intended one shall then be deemed to have been agreed.

last update: 02.12.2022