GENERAL TERMS AND CONDITIONS OF BUSINESS

  • §1 APPLICATION

    1. All offers from Greenlap IT GmbH (hereinafter also referred to as 'seller') are aimed exclusively at industry, companies, authorities, public or charitable institutions, clubs, associations, crafts, trade and freelance professionals who, when concluding a legal transaction, exercise their commercial or self-employed professional activity (§14 BGB).
    2. All deliveries, services and offers by the seller are made exclusively on the basis of these general terms and conditions. These are part of all contracts that the seller concludes with his contractual partners (hereinafter also referred to as 'customer') for the deliveries or services offered by him. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.

  • §2 OFFER AND CONCLUSION OF CONTRACT

    1. Offers and price information contained in information letters, brochures, advertisements and other advertising material do not constitute a legally binding contract offer, but only an invitation to the customer to submit an offer.
    2. Oral agreements between the contracting parties are replaced by this contract unless they expressly state that they continue to be binding. Additions and amendments to the agreements made, including these General Terms and Conditions, must be in writing to be effective. With the exception of managing directors or authorized signatories, the seller's employees are not entitled to make verbal agreements that deviate from this.
    3. The seller retains ownership or copyright to all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogues, models, samples and other documents made available to the customer.

  • §3 PRICES AND PAYMENT

    1. The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in euros from the seller's registered office plus packaging and shipping, statutory sales tax, customs duties for export deliveries, as well as fees and other public charges.
    2. The customer can choose to pay by PayPal, bank transfer or direct debit mandate. To protect our credit risk, we reserve the right to exclude certain payment methods in individual cases.
    3. Customs duties and taxes may apply to deliveries to non-European countries.
    4. Offsetting against counterclaims by the customer or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.
    5. The seller is entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security if circumstances become known to him after conclusion of the contract which are likely to significantly reduce the creditworthiness of the customer and through which the payment of the seller's outstanding claims is endangered by the customer from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

  • §4 DELIVERY AND DELIVERY TIME

    1. Deliveries are made from the seller's warehouse.
    2. The seller can - without prejudice to his rights arising from the customer's default - demand from the customer an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the customer does not meet his contractual obligations to the seller.
    3. The seller is not liable for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure for which the seller is not responsible. If such events make the delivery or service significantly more difficult or impossible for the seller and the hindrance is not only of a temporary nature, the seller is entitled to withdraw from the contract. In this case, the seller will inform the buyer immediately and refund the consideration immediately. In the case of hindrances of a temporary duration, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance, but by no more than 30 days. If the customer cannot be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by means of an immediate written declaration to the seller.
    4. The seller is only entitled to make partial deliveries if - the partial delivery can be used by the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional work or costs as a result (unless the seller declares agree to bear these costs).
    5. If the seller is in default with a delivery or service or if a delivery or service becomes impossible for whatever reason, the seller's liability for damages is limited in accordance with Section 7 of these General Terms and Conditions of Delivery.

  • §5 PLACE OF PERFORMANCE, SHIPPING, PACKAGING, PASSING OF RISK, ACCEPTANCE

    1. Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is Bornheim.
    2. The mode of dispatch and the packaging are subject to the dutiful discretion of the seller.
    3. The risk passes to the customer at the latest when the delivery item is handed over (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party responsible for carrying out the shipment. This also applies if partial deliveries are made or the seller has taken on other services (e.g. shipping or installation). If shipping or handing over is delayed as a result of a circumstance caused by the customer, the risk passes to the customer from the day on which the seller is ready to ship and has notified the customer of this.

  • §6 WARRANTY

    1. The warranty period is one year from delivery. The statutory limitation periods for the right of withdrawal according to §478 BGB remain unaffected.
    2. The delivered items are to be carefully examined immediately after delivery to the customer or to the third party designated by him. They are deemed approved if the seller does not receive a notice of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after discovery of the defect or the time in which the defect was recognizable to the customer during normal use of the delivery item without closer examination. At the request of the seller, the delivery item complained about must be returned to the seller carriage paid. If the notice of defects is justified, the seller will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.
    3. In the event of material defects in the delivered items, the seller is initially obliged and entitled to choose between repairs or a replacement delivery within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in rectification or replacement delivery, the customer can withdraw from the contract or reduce the purchase price appropriately.
    4. If a defect is due to the fault of the seller, the customer can demand compensation under the conditions specified in §7.
    5. The warranty does not apply if the customer changes the delivery item or has it changed by a third party without the consent of the seller and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer must bear the additional costs of remedying the defect arising from the change.
    6. A delivery of used items agreed with the customer in individual cases takes place with the exclusion of any warranty. The statutory limitation periods for the right of withdrawal according to §478 BGB remain unaffected.
    7. The special provisions of §7 apply.

  • §7 LIABILITY FOR DAMAGES DUE TO FAULT

    1. Claims for damages by the customer are excluded unless otherwise specified below. The above exclusion of liability also applies to the seller's legal representatives and vicarious agents if the customer asserts claims against them.
    2. Claims for damages due to injury to life, limb, health and claims for damages resulting from the violation of essential contractual obligations are excluded from the exclusion of liability specified under §7 Para. 1. Significant contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract. Also excluded from the exclusion of liability is liability for damage based on an intentional or grossly negligent breach of duty by the seller, his legal representatives or vicarious agents.
    3. Provisions of the Product Liability Act (ProdHaftG) remain unaffected.

  • §8 RESERVATION OF TITLE

    1. The seller retains ownership of the goods until all claims from an ongoing business relationship have been settled in full. If the value of the reserved goods exceeds the claims to be secured from the current business relationship by 10%, we are obliged to release the reserved goods.
    2. The customer is entitled to resell the goods in the ordinary course of business. The customer hereby assigns to the seller all claims in the amount of the invoice amount that accrue to him through the resale to a third party. The seller accepts the assignment. After the assignment, the customer is authorized to collect the claim. The seller reserves the right to collect the claim himself as soon as the customer does not properly meet his payment obligations and defaults on payment. The treatment and processing of the goods by the customer always takes place in our name and on our behalf. If the goods are processed by the customer, the seller acquires co-ownership of the new item in proportion to the value of the goods delivered by us. The same applies if the customer processes or mixes the goods with other items that do not belong to us.
    3. If third parties access the goods subject to retention of title, in particular through seizure, the customer will immediately point out the seller's ownership and inform the seller about this in order to enable him to enforce his property rights. If the third party is not able to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the customer is liable to the seller for this.

  • §9 DATA PROTECTION

    1. A detailed privacy policy can be found on our website https://greenlap-it.com/.

  • §10 FINAL PROVISIONS

    1. The place of jurisdiction for any disputes arising from the business relationship between the seller and the customer is Landau in der Pfalz. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation.
    2. The relationships between the seller and the customer are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG) does not apply.

    3. Should individual provisions of these terms of use be or become invalid or contradict the statutory provisions, this shall not affect the effectiveness of the remaining terms of use. The parties shall mutually replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision in a legally effective manner. The above provision applies in case of loopholes accordingly.

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