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General Terms of Contract
-the company Hoppediz GmbH & Co. KG, Zum Scheider Feld 45,
54167 Bergisch Gladbach (Germany), hereinafter “the vendor” -
the customer designated in § 1 of this contract – hereinafter “the customer” –
§ 1 Jurisdiction, definitions
I. (1) These General Terms and Conditions effective at the time of order placement exclusively apply to the business relationship between the seller (hereinafter “vendor”) and the customer (hereinafter “customer”).
(2) The customer is consumer as far as the purpose of the ordered supplies and services cannot be attributed to his commercial or independent professional activity.
In contrast, each natural person or legal entity or incorporated partnership exercising commercial or independent professional activities when concluding this contract, shall be considered entrepreneur.
II. The following additionally applies to entrepreneurs:
Deviating terms and conditions of the purchaser shall not be accepted unless explicitly approved in writing by the vendor.
§ 2 Formation of the contract
The submission of an order via the online shop of the vendor shall be deemed to be an offer of contract for him. The vendor will confirm the receipt of the order via an e-mail, whereas this confirmation constitutes an acceptance of the contract.
§ 3 Delivery, availability of goods for entrepreneurs
The following applies to entrepreneurs:
1. The conclusion of the contract is subject to self-supply.
2. If the customer is in default of acceptance or if he violates other duties to cooperate, or if delivery by the vendor is delayed due to a failure on the customer’s part, the vendor shall be entitled to demand lump-sum compensation for resulting damages, including any possible extra expenditure (e.g. storage costs). For this purpose, the vendor charges a lump-sum compensation amounting to 5.00 Euro per calendar day, beginning with the agreed date of delivery or, if no such date has been agreed, with notification of readiness for dispatch.
Our entitlement to furnish proof of greater damage and our statutory rights (particularly reimbursement of additional expenses, appropriate compensation, termination) shall remain unaffected; the compound compensation, however, the lump-sum shall be offset against further monetary claims. The customer retains the right to demonstrate that no damage at all has occurred or that the damage occurred is significantly less than the lump-sum.
§ 4 Subsequent delivery period for entrepreneurs
Upon expiry of the agreed delivery period, a subsequent delivery period corresponding to the term of the original delivery period, yet not exceeding eight weeks, shall be instituted without further notification. Upon expiry of the subsequent delivery period, cancellation of the contract to the exclusion of claims for damages shall be regarded as effected. Cancellation of the contract according to § 4 sentence 2 shall not occur if the customer declares during the subsequent delivery period that he insists on the performance of the contract. The vendor shall be released from his obligation to deliver, should the customer fail, within the subsequent delivery period, to respond to the vendor’s enquiry as to whether he insists on performance of the contract. However, if the vendor is unable to deliver, rescission of the contract shall be deemed effected to the exclusion of any claims for damages. Firm deals are not effected.
§ 5 Retention of title
I. (1) The goods delivered remain property of the vendor until payment in full has been rendered.
II. The following applies to entrepreneurs:
(1) We reserve title to the goods sold (secured claims), pending payment in full of all current and future accounts receivable arising from the contract of sale and any existing business relationship with the customer.
(2) The goods under retention of title may neither be pledged to third parties nor transferred as a guarantee before payment in full of the secured receivables. The customer shall immediately inform us in writing in any event of any third-party seizure of the goods owned by us.
(3) In the event of behaviour contrary to contract on the customer’s part, particularly in case of non-payment of the due purchase price, we are entitled to withdraw from the contract according to statutory regulations and/or to claim restitution of the goods on the basis of retention of title. The claim for restitution of the goods does not imply notice of rescission; we are in fact entitled to solely claim restitution of the goods and to reserve the right to rescind. If the customer fails to pay the due purchase price, the vendor may only assert these rights if he has previously and to no avail granted the customer a reasonable deadline for payment or if appointment of such a deadline is unnecessary to the statutory provisions.
(4) The customer shall be entitled to sell and/or process the goods under retention of title within the ordinary course of business. In this case, the following provisions apply in addition.
(a) The retention of title covers the full value of products resulting from processing, mixing or combining of our goods, the vendor shall be deemed to be the manufacturer. Should property rights of third parties exist in the event of processing, mixing or combining our goods with goods of a third party, we shall obtain joint ownership in relation to the invoice values of the processed, mixed or combined goods. Furthermore, the same conditions apply to both the resulting product and the goods under retention of title.
(b) The customer now already assigns by way of security receivables from third parties resulting from resale of the goods or product, either in full or corresponding to the amount of our possible joint ownership share according to the preceding subsection. We accept this assignment. The obligations of the customer according to paragraph 2 also apply to the assigned claims.
(c) Beside the vendor, the customer is also entitled to collect the receivables. However, the vendor undertakes not to collect the receivables as long as the customer meets his payment obligations, does not fall into arrears, and in particular provided that no request for institution of bankruptcy proceedings has been filed, and there is no other fault in his performance capability. But if this is the case the vendor can demand that the customer names the ceded claims and their respective debtors, provides all information necessary for the collection, hands over the relevant documents and informs the debtors (third parties) about the cession of the claims.
(d) If the realisable value of the securities exceeds the vendor‘s claims by more than 10 %, the vendor shall at his own discretion release any existing excess securities at the request of the customer.
§ 6 Prices and shipping costs
I. All prices quoted on the vendor’s webpage are to be understood including the respectively effective legal VAT.
II. The vendor shall deliver the goods per DHL. The valid transport costs are shown on the vendor’s website. There is a delivery delay of approx. 2 to 7 working days from payment receipt.
§ 7 Methods of payment for entrepreneurs
The customer is only entitled to offsetting or retention rights if their claim has been legally confirmed or is undisputed.
§ 8 Power of revocation for consumers
Right of withdrawal
You can revoke this contract without a statement of the reasons within 15 days.
The period of revocation is 15 days beginning with the day that you or a third person named by you – but not the forwarder – has taken possession of the goods.
In order to execute your right of revocation you shall send a prominent statement regarding your decision to revoke this contract to us, Hoppediz, owner Ingo Schröder, Zum Scheider Feld 45, D-51467 Bergisch Gladbach (Germany), phone +49 (0)2202 98350, fax +49 (0)2202 983519, e-mail email@example.com (either by letter forwarded by post, fax, or e-mail). It is up to you to use the attached sample of a withdrawal form.
You may also electronically complete the sample withdrawal form or any other prominent statement and then transmit it to us. If you use this method, we will confirm the receipt of such withdrawal soon after (e.g. by e-mail).
To safeguard this period of revocation it is sufficient to send this statement regarding the execution of your right of revocation before the expiration of the revocation period.
Consequences of revocation
In case you revoke this contract, we shall repay all of the payments received from you, including delivery costs (except additional costs incurred due to your choice of a delivery mode other than the favourable standard delivery mode that we offer), immediately and at the latest within fourteen days beginning with the date of receiving your revocation of this contract. The refunding will be done in the same way as you paid the initial transaction unless we did not agree on anything else with you; in no case shall we charge any costs for refunding. We can withhold payment until we have received the goods, or until you provide evidence that you resent the goods, whichever occurs first.
You shall resend or submit the goods immediately to us and in each case at the latest within fourteen days of your informing us that you revoke this contract. The period is observed in case you forward the goods before expiry of this fourteen day period. The direct costs for the return of the goods are to be borne by you.
You shall provide compensation for damaged goods if the damage is exclusively due to the handling of the goods beyond the normal inspection of properties and function.
§ 8a Withdrawal form
Hoppediz GmbH & Co. KG
Zum Scheider Feld 45
D-51467 Bergisch Gladbach, Germany
Fax: +49 (0)2202-983519
I/we(*) hereby give notice that I/we(*) withdraw from my/our (*) contract of sale of the following goods/provision of the following services (*)
Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only in case of communications on paper)
(*) Delete as appropriate
§ 9 Enhanced contractual right to revoke
I. Beyond the legal right of revocation of 2 weeks, we grant the customer a contractual right to return of an additional two weeks. The contractual period of revocation commences on the date of expiry of the legal right of revocation of 2 weeks. The execution of the right of revocation is subject to the regulations of the legal right of revocation according to § 8.
II. If the legal right of the revocation period is exceptionally longer than the contractual right of revocation, there will be no contractual right of revocation. This does not affect other legal rights of the customer, e.g. due to legal warranty liability.
§ 10 Costs for return shipping in case of revocation by the consumer
I. In case of exercising a legal right of revocation, the customer shall account for the regular costs of return shipment of the goods.
II. As far as the vendor refrains from charging return postage, he will inform the customer accordingly in his written confirmation of order.
§ 11 Legal warranty in case of material defects, guarantee
I. Warranty is granted for all goods of the vendor.
II. In regard to consumers, the legal warranty rights are subject to the valid regulations, particularly §§ 434 et seq. BGB (German Civil Code).
III. The following applies to entrepreneurs:
(1) The warranty period is 12 months.
(2) Customer’s claims arising from defects are dependent upon the buyer having met his statutory obligations to inspect and give notice of defects (§§ 377, 381 German Commercial Law). Irrespective of his obligation to inspect and give notice of defects, the customer must report obvious defects (including wrong and short delivery) in writing within 2 days of receipt of goods. Should the customer fail to conduct proper inspection and/or report defects, the vendor shall not be liable for any defect not reported.
(3) Return shipments will not be accepted without prior approval of the vendor. Customised articles, opened packs and goods that are no longer saleable, are excluded from returns. If the complaints are justified, the vendor undertakes at his own discretion to carry out repairs or to deliver replacement goods free from defects within the subsequent delivery period mentioned in article 4.
(4) Legal special regulations remain unaffected in all cases of final delivery of goods to a consumer (supplier’s recourse according to articles 478, 479 German Civil Code).
(5) A warranty for the goods delivered by the vendor only exists if expressly indicated in the order confirmation for the respective product.
§ 12 Liability
I. (1) The vendor is liable in case of breach of contractual and non-contractual obligations as defined in all relevant legal regulations.
(2) The vendor shall be liable to pay damages – irrespective of the legal basis – in cases of intent and gross negligence. In case of simple negligence the vendor shall only be liable for
a) damages arising from loss of life, physical injury or impairment of health,
b) damages due to breach of fundamental contractual obligations (the fulfilment of which actually renders possible proper execution of the contract, and the observance of which the contracting party relies on and may rely on regularly)
(3) The limitations of liability arising from article 2 do not apply if the vendor has fraudulently concealed a defect or has warranted the quality of the goods. The same applies to claims asserted by the customer according to the law regarding product liability.
II. The following additionally applies to entrepreneurs:
1. In cases of a liability according to article 12 I, 2. b), the vendor’s liability is limited to the compensation for the typically foreseeable damage.
2. In case of a breach of obligation not based on a defect, the customer may only cancel the contract or rescind from the contract if the vendor is responsible for the violation. An unrestricted right of termination of the customer shall be excluded (particularly pursuant to articles 651, 649 German Civil Code). For the rest, the legal requirements and legal consequences shall apply.
§ 13 Sales partner
Entrepreneurs acquiring the goods from the vendor for the purpose of resale are allowed to distribute the goods via the internet as far as the following requirements are fulfilled.
(1) The internet offer of the sales partner must be of high quality design. The vendor must operate a webpage with an overall picture that shows an image of family orientation and ecological awareness, and corresponds to the quality of the product. There must be a clear delimitation and separation against products of competing products.
(2) Distribution via internet auction portals presently does not satisfy these requirements. Hence, distribution via internet auction platforms is strictly inadmissible.
(3) Distribution via internet auction portals is admissible by way of exception if the design quality of the relevant offer has been demonstrated to the vendor and the vendor has given prior written permission regarding distribution via the internet auction platform.
(4) The sales partner is obliged to bind his customers, as far as these are resellers, to the principles of article 13 of these General Terms and Conditions. Only the vendor is allowed to exceptionally permit distribution via internet auction portals.
(5) The reseller will receive retailer price lists with recommended prices. There is no price fixing.
§ 14 Further processing of goods
The goods manufactured and/or delivered by us are finished products which are not suitable for further processing. A further processing of the goods by combining, mixing or any other method of further processing, is not admissible.
Further processing may be exceptionally granted in writing and in advance by the vendor. In case of further processing by the customer or a third party of the goods manufactured and/or delivered by us, liability for entrepreneurs is excluded. In no case the vendor shall be held liable for damages caused by further processing.
§ 15 Dispute resolution
The European Commission provides a platform for the Online Dispute Resolution (ODR). Please refer to http://ec.europa.eu/consumers/odr/. All consumers can use this platform for the resolution of disputes.
§ 16 Final provisions for entrepreneurs
(1) All contracts between the vendor and the customer are subject to the laws of the Federal Republic of Germany, with exclusion of the United Nations Convention on Contracts for the international Sale of Goods.
(2) If the customer is a entrepreneur, a body corporate organised under public law or a special fund under public law, place of jurisdiction for all disputes arising from the contract between the customer and the vendor, shall be the domicile of the vendor.
(3) The legal invalidity of one or more provisions of this contract shall in no way affect the validity of the remaining provisions.