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Between

-the company of Hoppediz, Mr. Ingo Schröder, Zum Scheider Feld 10,
54167 Bergisch Gladbach (Germany), hereinafter “the vendor” -

and

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

Submission of an order via our online shop shall be deemed to be an offer of contract. The vendor will confirm order receipt by e-mail; however, this e-mail shall not be deemed as an acceptance of the contract. The contract is accepted via an order confirmation or via dispatch of the goods to the customer.

§ 3 Delivery, availability of goods for entrepreneurs

The following applies to entrepreneurs:

1. 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 buyer’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 buyer 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 para 1 sentence 2 shall not occur if the buyer declares during the subsequent delivery period that he insists on the performance of the contract. The seller shall be released from his obligation to deliver, should the buyer fail, within the subsequent delivery period, to respond to the seller’s enquiry as to whether he insists on performance of the contract. However. if the seller 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 buyer shall immediately inform us in writing in the event of any third-party seizure of the goods owned by us.

(3) In the event of behaviour contrary to contract on the buyer’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 buyer fails to pay the due purchase price, we may only assert these rights if we have previously and to no avail granted the buyer a reasonable deadline for payment or if appointment of such a deadline is unnecessary to the statutory provisions.

(4) The buyer 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 buyer 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 buyer according to paragraph 2 also apply to the assigned claims.

(c) Beside ourselves, the buyer is also entitled to collect the receivables. However, we undertake not to collect the receivables as long as the buyer 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 we can demand that the buyer 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 our claims by more than 10 %, we shall at our own discretion release any existing excess securities at the request of the buyer.

§ 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 following additionally applies to entrepreneurs:
The buyer is only entitled to offsetting or retention rights if his claim has been legally confirmed or is undisputed.

§ 7 Methods of payment for entrepreneurs

The buyer is only entitled to offsetting or retention rights if his claim has been legally confirmed or is undisputed.

§ 8 Power of revocation for consumers

Right of revocation

You can revoke your declaration of intention in writing (i.e. by letter, fax, e-mail) without statement of reasons within two weeks without or – if you received the goods prior to expiry of this term – by returning the goods. The period commences upon receipt of this instruction in text form, but not prior to receipt of the goods on the customer’s part (in case of recurring deliveries of similar goods, not before receipt of the first partial delivery) and not prior to fulfilment of our obligation to deliver information pursuant to article 312 c para 2 [German] Civil Code in conjunction with article 1 para 1, 2 and 4 Decree on Information Duties of the [German] Civil Code, and not prior to fulfilment of our obligations pursuant to article 312 e para 1 sentence 1 [German] Civil Code in conjunction with article 3 Decree on Information Duties of the  [German] Civil Code (BGB-InfoV). The timely dispatch of the revocation or goods shall be deemed sufficient for compliance with the revocation terms. The cancellation must be sent to the following address:

Hoppediz, owner Ingo Schröder
Zum Scheider Feld 10
D - 51467 Bergisch Gladbach
E-mail: info@hoppediz.de

Consequences of withdrawal

In the event of an effective revocation, all services received by either party shall be returned, and any benefits (e. g. interests) that may have accrued, shall be released. If you are unable to return all or part of the services received, or if they are returned in an impaired condition, you are obliged to provide compensation. This does not apply if the relevant impairment of the goods is due to the simple trial use of the product which the customer would have reasonably been able  to conduct in a store. You shall not be liable to any compensation for impairments arising from intended use of the goods. Items that can be sent as packages should be returned at our risks. You must bear the costs of the return consignment, if the goods delivered correspond to your order, and if the price of the returned goods does not exceed a value of 40 Euros, or if you have not rendered the trade-off or paid the partial payment as agreed by contract in case of a higher price at the time of revocation. Return consignment is free in all other cases. Goods that cannot be returned as packages will be collected. Repayment obligations shall be met within 30 days. For you, the period of revocation commences on posting of the notice of revocation or dispatch of the goods, for us upon receipt of either.

 

Special remarks

If you have financed this contract through a loan and revoke the contract that has been financed, you will no longer be bound to the loan agreement provided both contracts form a single economic unit. This is particularly to be assumed if we are at the same time the creditor or if your creditor has involved us in the financing. If we have already received the loan when the revocation or return comes into effect, your creditor in its relation to you, will enter into our rights and obligations from the financed contract in regard to the legal consequences of the revocation or the return. The latter does not apply if the subject of this contract refers to the acquisition of financial instruments (e. g. securities, foreign currencies or derivatives).
If you wish to avoid commitment to a contract to the furthest possible extent, you should revoke both contracts separately.

End of revocation notice.

§ 9 Enhances contractual right to return

1. Beyond the legal right of revocation of 2 weeks, we grant a contractual right to return of additional two weeks. The period commences on the date of expiry of the legal right of revocation of 2 weeks. You may return the goods to us at any time within this period. The timely dispatch shall be deemed to be sufficient for compliance. We will refund the return shipping costs and the purchase price on receipt of the returned goods.

2. If the legal right of revocation period is exceptionally longer than the contractual right of return, there will be no contractual right of return. This does not affect other legal rights of the customer, e.g. due to warranty.

§ 10 Costs for return shipping in case of revocation by the consumer

1. If the customer exercises a legal right of revocation, he shall account for the regular costs of return shipment if the goods delivered correspond to the order and if the price of the returned goods does not exceed a value of 40 Euros, or if the customer has not rendered the trade-off or paid the partial payment as agreed by contract in case of a higher price at the time of revocation. In all other cases, return consignment is free for the customer. Please pay also attention to the revocation notice (link) of the vendor.

2. As far as return consignments within the Federal Republic of Germany are concerned, the vendor may at its own discretion refrain from claiming such return postage. If the vendor refrains from charging return postage, he will inform you in his written confirmation of receipt of your order.

§ 11 Warranty in case of material defects, warranty

I. In case of material defects, the vendor is liable to the consumer according to the effective legal provisions, particularly §§ 434 ff [German] Civil Code.

II. The following applies to entrepreneurs:

(1) The warranty period is 12 months.

(2) Buyer’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 buyer must report obvious defects (including wrong and short delivery) in writing within 2 days of receipt of goods. Should the buyer 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. Customised articles, opened packs and goods that are no longer saleable, are excluded from returns.  If the complaints are justified, the seller 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 buyer according to the law regarding product liability.

II. The following additionally applies to entrepreneurs:

1. In cases of a liability according to article 9 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 buyer 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 buyer 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

1. 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.

a) 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.

b) Distribution via internet auction portals presently does not satisfy these requirements. Hence, distribution via internet auction platforms is strictly inadmissible.

c) 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.

d) The sales partner is obliged to bind his customers, as far as these are resellers, to the principles of article 10 of these General Terms and Conditions. Only the vendor is allowed to exceptionally permit distribution via internet auction portals.

e) 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 our 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 Data processing information

(1) The vendor will collect customer data within the scope of contract implementation. In doing so, he observes the regulations of the German Data Protection Act and the Teleservice Data Protection Act. The vendor will only collect, process and use inventory and utilization data of the customer with the customer’s prior and explicit consent and as insofar this is necessary for the implementation of the contract and the usage and clearance of teleservices.

(2) The vendor will not use customer data for the purpose of sales promotion, market research or opinion research without the customer’s prior and explicit consent.

§ 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 merchant, 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.