General Terms and Conditions of Business and Delivery of Eccola GmbH (AGBs)
Art. 1 Scope of application, written form
1.1.
Our general terms and conditions apply exclusively.
We do not accept any deviating general terms and conditions of the contractual partner unless we have agreed to their validity in writing.
Our general terms and conditions also apply if we carry out the delivery to the contractual partner without reservation despite knowing that the contractual partner’s general terms and conditions are deviating.
1.2 All agreements made between us and the contractual partner for the purpose of executing this contract must be recorded in writing.
This applies in particular to the assumption of guarantee declarations.
1.3 By placing an order, these GTCs are recognized by both contracting parties.
1.4 These General Terms and Conditions shall also apply to all future contracts with the contractual partner.
Art. 2 Offer, contract documents, contract content
2.1 Our offers are non-binding.
2.2 We reserve the property rights and copyrights to illustrations and drawings, calculations and other files or documents; they may not be made accessible to third parties.
This applies in particular to such files or documents that are marked as “confidential”; the contractual partner requires our express written consent before passing them on to third parties.
Art. 3 Prices, discount levels, right of withdrawal, terms of payment
3.1 Unless otherwise agreed, all prices are ex warehouse or ex works, excluding packaging, freight, customs duties etc. or other ancillary costs, plus VAT at the applicable rate.
3.2 Discount levels
We grant the following discounts for orders placed in the online store:
Discount level 1 | From 250,- Euro to 499,- Euro value of goods we grant 1% discount on the value of goods(net)
Discount level 2 | From 500,- Euro to 749,- Euro value of goods we grant 2% discount on the value of goods(net)
Discount level 3 | From 750,- Euro to 999,- Euro value of goods we grant 3% discount on the value of goods(net)
Discount level 4 | From 1.000,- Euro to 1.499,- Euro value of goods we grant 4% discount on the value of goods(net)
Discount level 5 | From 1.500,- Euro value of goods we grant 5% discount on the value of goods(net)
3.3 The prices valid on the day of the order shall apply to orders.
If material price or wage increases occur between order creation and delivery, we reserve the right to adjust prices accordingly.
3.4 Unless otherwise agreed, payment must be made within 14 days of invoicing without deduction.
Our fees for a payment reminder are calculated as follows:
1st reminder: €5
2nd reminder: €5 Reminder: 5,–Euro
3. Reminder: 5,–Euro; and simultaneous transfer of the claim to a debt collection agency
3.4.1 For deliveries and payments abroad, the invoice amount must be paid in advance (without deduction) (bank transfer to our account).
3.5 We are not obliged to accept payment by check or bill of exchange.
If we accept such, this shall only be on account of performance.
3.6 If, after conclusion of the contract, we become aware of circumstances for which the customer is responsible and which call his creditworthiness into question (e.g. default), we may declare the entire remaining debt, including from other invoices, due and payable.
This shall also apply in the event of the prior acceptance of bills of exchange or checks, which in such cases shall be returned against cash payment.
3.7 If a term of payment is specified for the customer’s performance, the customer shall be in default without a reminder if it fails to pay by the specified time.
3.8 Our claims may only be offset against recognized claims or claims established by a final and binding judgment.
Counterclaims are excluded.
Furthermore, the customer is only authorized to assert a right of retention if his counterclaim is based on the same contractual relationship.
Art. 4 Delivery time, partial delivery, right of withdrawal, right of revocation
4.1 Agreements on delivery dates and delivery periods are generally non-binding. The delivery period shall commence on the date of the order confirmation.
The commencement of the delivery period stated by us is also subject to the timely receipt of all documents and information to be supplied by the customer and the clarification of all details of the order.
Partial deliveries are permissible, insofar as they are reasonable.
However, packaging and shipping costs shall only be incurred once.
4.2 Unless otherwise agreed, we shall not be responsible for delays in delivery due to force majeure or other circumstances for which we are not responsible, in particular traffic and operational disruptions, strikes, lockouts, shortages of raw materials, wars.
4.2.1 If we are unable to deliver within the agreed delivery period as a result of the conditions specified in Art. 4.2.
the delivery period shall be extended accordingly.
4.2.2 If there is an obstacle to delivery for which we are not responsible, in particular within the meaning of Art. 4.2, beyond the extended delivery period specified in Art. 4.2.1.
we shall be entitled to withdraw from the contract.
4.2.3 If we are not supplied on time and correctly by third parties for which we are not responsible, we are entitled to withdraw from the contract.
4.3 If we are unable to meet the agreed delivery time, the customer shall be obliged, at our request, to declare within a reasonable period of time whether he still insists on delivery or whether he will withdraw from the contract and/or demand compensation instead of performance, provided that the requirements are met.
If the customer does not make a declaration, we shall be entitled to withdraw from the contract after the expiry of a reasonable period.
4.4 A right of withdrawal in B2B trade (eccola only sells B2B) only exists if the goods have a defect, otherwise there is no right of return according to the statutory right of withdrawal.
Should you nevertheless return a product because it was ordered incorrectly or for any other reason that is not related to a defect in the product, we will charge a processing fee of 49 euros net per item.
Art. 5 Transfer of risk
5.1 Unless otherwise stated in the order confirmation, delivery is agreed “ex works”.
Shipment shall always be made, even in the case of delivery from a place other than the place of performance, on account and – even in the case of carriage paid delivery – at the customer’s risk
.
In all cases, we shall be liable as a carrier in the case of our own shipment, unless a limitation of liability under law or contract or these GTCS applies.
5.2 If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
Art. 6 Claims for defects and product liability
6.1 Delivered goods must be inspected by the customer immediately upon acceptance of the delivery.
If a defect is discovered upon acceptance of the delivery, we must be notified immediately (including pictures of the goods and the packaging and the original packaging must be kept until the matter has been clarified).
If the customer fails to notify us, the goods shall be deemed to have been approved, unless the defect is not obvious.
If such a defect is discovered later, the notification must be made immediately upon discovery of the defect – otherwise the goods shall be deemed to have been approved even in view of this defect.
Sections 377, 378 HGB remain unaffected.
6.2 If there is a defect, we are entitled to determine the type of subsequent performance, taking into account the nature of the defect and the legitimate interests of the customer.
Subsequent performance shall be deemed to have failed after the second unsuccessful attempt.
This does not apply in the case of recourse according to § 478 BGB.
6.3 In the event of subsequent performance in the event of defects, we shall only be obliged to bear all necessary expenses, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the item was taken to a place other than the registered office or the commercial branch of the customer to which the delivery was made.
This shall not apply in the case of recourse pursuant to § 478 BGB.
6.4 Claims for damages by the customer are excluded, unless otherwise provided for in Art. 6.5.
and Art. 6.6 or from the contractual obligation.
6.5 If the cause of the damage is based on an intentional or grossly negligent breach of duty by us or our vicarious agents and/or damage to life, limb or health has occurred, we shall be liable for damages in accordance with the statutory provisions.
6.6 If we culpably breach a material contractual obligation or a cardinal obligation and no case of Art. 6.5.
we shall be liable in accordance with the statutory provisions; in such cases, however, liability shall be limited to the damage typical of the contract.
6.7 The limitation of liability in Art. 6.4.
– Art. 6.6.
shall also apply insofar as recourse claims are asserted against us as the supplier in accordance with
§ 478 BGB are asserted against us as the supplier.
6.8 The regulation according to 6.4.
to 6.6.
shall not apply to any existing claims pursuant to §§ 1, 4 of the Product Liability Act.
Unless the limitation of liability pursuant to Art. 6.6.
does not apply to claims arising from product liability in accordance with § 823 BGB, our liability under § 823 BGB shall be limited to the compensation paid by the insurance company.
Insofar as this does not occur or does not occur in full, we shall be liable up to the amount of the sum insured.
6.9 Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
Art. 7 Supplementary provisions for international contracts
If the customer is domiciled outside the Federal Republic of Germany and the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna UN Sales Convention) in its currently valid version applies, the following provisions shall apply:
7.1 Contract amendments or terminations must be made in writing.
7.2 We shall only be liable to the customer for damages in accordance with the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach of contract for which we, our representatives or vicarious agents are responsible.
We shall also be liable in accordance with the statutory provisions if we breach a material contractual obligation.
7.3 If delivered goods are not in conformity with the contract, the customer shall only be entitled to cancel the contract or to a replacement delivery if claims for damages against us are excluded or if it is unreasonable for the customer to utilize the non-conforming goods and to claim the remaining damage.
In such cases, we shall initially be entitled to remedy the defect.
If the rectification of defects fails and/or leads to an unreasonable delay, the customer shall be entitled, at his discretion, to declare the contract avoided or to demand a replacement delivery.
The customer shall also be entitled to do so if the rectification of defects causes unreasonable inconvenience or if there is uncertainty about the reimbursement of any expenses incurred by the customer.
7.4 In the case of delivery abroad, we shall not be liable for the permissibility of the use of the delivered item as stipulated in the contract in accordance with local regulations.
We are also not liable for any taxes incurred there.
7.5 In the case of deliveries abroad, we shall not be liable for obstacles to delivery caused by government measures, in particular import or export restrictions.
Art. 8 Retention of title
8.1 Title to the delivered goods shall remain reserved until receipt of all payments under the contract.
If there is an ongoing business relationship, title shall remain reserved until all payments arising from this have been received.
This shall also apply if claims have been included in a current account and the balance has been struck and recognized.
8.2 The customer is obliged to treat the delivered goods with care, in particular to store them properly; he is also obliged to insure them adequately at his own expense against fire, water and theft at replacement value.
8.3 In the event of seizures and other interventions by third parties, the customer must inform us immediately in writing so that we can protect our rights.
If the third party is not in a position to reimburse us for the costs incurred in this respect, the customer shall be liable for the loss incurred by us.
8.4 The customer is entitled to resell and use delivered goods in the ordinary course of business; however, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the value of the goods subject to retention of title, for which our invoice amount is to be set, insofar as no third party rights oppose this.
If the resold goods subject to retention of title are co-owned by us, the assignment of the claims shall extend to the amount corresponding to our share of the co-ownership.
The customer shall not be entitled to sell the goods in any other way, in particular to pledge them or assign them as security.
8.5 The customer shall remain authorized to collect the claim from the resale even after the assignment.
Our authorization to collect the claim ourselves remains unaffected by this.
However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs his debtor of the assignment.
The collection authorization to the customer can be revoked if our aforementioned obligation not to collect the claims ends.
8.6 The processing or transformation of the delivered goods by the customer shall always be carried out on our behalf.
The customer’s expectant right to the delivered goods shall continue in the transformed item.
If the delivered goods are further processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing.
In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title.
8.7 In the amount of the value of our reserved property, the customer assigns to us the claims to secure our outstanding claims with all ancillary rights to which he is entitled against third parties as a result of the combination of our reserved goods as an essential component with a property.
8.8 If goods subject to retention of title are combined, mixed or blended with goods belonging to the customer or third parties, we shall become co-owners as stipulated by law.
In the event that the customer acquires sole ownership by combining, mixing or blending, he hereby assigns to us co-ownership in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending.
In such cases, the customer shall store the item in our ownership or co-ownership for us free of charge.
8.9 We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; we shall be responsible for selecting the securities to be released.
Art. 9 Applicable law, place of performance, place of jurisdiction
9.1 This contract shall be governed by the law of the Federal Republic of Germany.
9.2 The place of performance for all services arising from this contract is Göppingen.
9.3 For contracts with merchants, legal entities under public law, special funds under public law and with foreigners who do not have a domestic place of jurisdiction, the place of jurisdiction is Göppingen.
However, we reserve the right to bring an action at the customer’s place of business.
Art. 10 Email messages
10.1 Insofar as the contracting parties communicate by electronic mail (e-mail), they recognize the unlimited validity of the declarations of intent transmitted in this way in accordance with the following provisions.
10.2 In the e-mail, the usual information may not be suppressed or circumvented by anonymization; i.e. it must contain the name and e-mail address of the sender, the time of sending (date and time) and a reproduction of the sender’s name as the conclusion of the message.
Subject to proof to the contrary, an e-mail received within the scope of this provision shall be deemed to originate from the other partner.
10.3 Confidentiality is not guaranteed for unencrypted data transmitted over the Internet.
10.4 All notifications must be formulated in German or English.
Art. 11 Data protection and confidentiality
11.1 All personal data collected from the customer will be treated confidentially.
The data required for processing the transaction will be stored and, if necessary, passed on to affiliated companies and delivery companies or to banks for billing purposes.
Art. 12 General information obligations for alternative dispute resolution pursuant to Art. 14 para.
1 ODR-VO and § 36 VSBG (Consumer Dispute Resolution Act)
The European Commission provides a platform for online dispute resolution (OS), which you can find at this address: http://ec.europa.eu/consumers/odr/. We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
Art. 13 Miscellaneous
Should a provision of this contract be or become invalid, this shall not affect the validity of the other provisions of this contract.
In this case, the parties are obliged to replace the invalid provision with a provision that corresponds economically to what the parties would have agreed had they been aware of the invalidity.
Status 05/2022
eccola GmbH
Management: Udo Maurer, Petra Maurer
HRB No. 721962
Ulm Local Court
VAT ID No.: DE258038006
Place of jurisdiction: Göppingen, Germany
