Terms & Conditions
Section 1 Scope of our General Terms and Conditions (GTC)
(1) These GTC apply exclusively. We do not acknowledge and accept any GTCs of the Customer contradictory to or deviating from these GTC unless we expressly agree to them in writing. Our GTC shall also apply when and if we deliver to the Customer without any reservations despite knowing of the Customer’s contradictory or deviating GTCs.
(2) All agreements by and between us and the Customer relating to the performance of the contract shall be made in writing.
(3) These GTC shall also apply to all future transactions with the Customer.
(4) Our Internet portfolio is exclusively aimed at corporate customers as defined in Sec. 14 BGB [German Civil Code].
Section 2 Entering into a contract
(1) If we present offers, these offers are subject to change. They require written confirmation by us, or confirmation by fax, to be legally effective and binding.
(2) All agreements are entered into with allbuyone GmbH, Zum Frenser Feld 1, 50127 Bergheim.
(3) Orders placed by the Customer are binding offers. The offers are accepted upon shipping of the merchandise or express acceptance and acknowledgement by email or otherwise. Our confirmation of receipt of the order is not deemed acceptance within this meaning.
(4) Orders in writing that confirm a previous order placed by phone without explicitly referring to said order shall be deemed an additional order.
(5) The wording of the agreement in orders via the online shop is not saved. Section 3 Documents provided We reserve the title and copyrights in all documents provided or otherwise made available to the Customer, such as calculations, drawings, etc. These documents must not be disclosed to any third parties unless we expressly consent in writing.
Section 4 Product features and warranties
(1) Information regarding estimated costs, images, drawings, weight, performance or other structural specifications as well as technical information shall only be binding if so expressly agreed upon. We reserve the right of changes in and deviations from the features of the merchandise at our own discretion when and to the extent that such changes or deviations do not or only to a minor extent affect the purpose of the respective merchandise. The Customer shall be solely responsible for the intended use of the items ordered.
(2) Information regarding the features of the merchandise shall be deemed mere product descriptions and only be deemed agreed-upon features when and if they are confirmed by us in writing in an offer or order confirmation. We shall only be bound to any of our warranties granted when and if they are designated as such in an offer or order confirmation and our obligations are specified in detail in such offer or order confirmation. The mere apparent major interest of the Customer in the existence of specific product features does not result in any warranty.
Section 5 Prices
(1) If we prepare offers, the price indicated in our offer shall be binding for a period of 30 days of the offer date. After entering into an agreement, we reserve the right to increase our prices reasonably when and if the cost of production or procurement increase by a minimum of 5 %, in particular due to collective bargaining agreements or increases in the prices of raw materials.
(2) Unless otherwise agreed upon in writing, our prices are ex warehouse in St. Johann, excl. packaging. The packaging costs shall be billed separately.
(3) Our prices do not include any statutory VAT. VAT shall be charged separately.
Section 6 Terms and conditions of payment, default
(1) Unless otherwise agreed upon, the purchase price shall be payable net (without any deductions) within eight days of the invoicing (substantiated by way of the invoice date). The Customer agrees to receive only electronic invoices via e-mail. Invoices shall not be sent to the Customer by mail. The invoices shall be provided to the Customer in an electronic format free of charge (hereinafter referred to as “e-invoice”). The Customer shall receive an e-invoice addressed to their e-mail address. Upon delivery of this e-mail, the e-invoice shall be deemed received. If the Customer is in default, we shall have the right to claim default interest in the amount of 8 % above the base interest rate within the meaning of Sec. 247 BGB p.a. If we incur more substantial damage as a result of the default and substantiating evidence can be provided, we shall have the right to claim such damage. However, the Customer shall have the right to demonstrate that we did not incur such damage or significantly lower damage due to the default.
(2) We shall have the right to cancel the agreement and claim damages in lieu of performance when and if the Customer does not pay the purchase price owed by a reasonable subsequent deadline. During the default, we shall not be obliged to render any additional deliveries.
(3) The website shall be billed via credit card by:
HUELLEMANN & STRAUSS ONLINESERVICES S.à r.l.
1, Place du Marché L-6755 Grevenmacher
R.C.S. Luxembourg B 144133
Dipl. Vw. Mirko Huellemann (degree in Economics)
Section 7 Offsetting and retention right
(1) The Customer shall not have the right to offset or retain or exercise any retention right unless the Customer’s counterclaims have been assessed in a legally effective, undisputed manner or as acknowledged by us.
(2) If we are advised that the Customer’s net worth or credit position have not deteriorated to an extent that is not deemed insignificant, we may deny delivery until the Customer pays the consideration in cash or provides collateral for such consideration.
Section 8 Place of fulfilment and transfer of risks
(1) Unless otherwise explicitly agreed upon, the Customer shall pick up the merchandise at our registered office (obligation to collect). The risk of accidental perishing or accidental deterioration of the merchandise shall be transferred to the Customer upon us notifying the Customer that the merchandise has been selected and is ready for pickup.
(2) If we agree to ship the merchandise to the Customer, we shall only be obliged to hand over the merchandise to a person qualified for shipping (e.g. freight carrier or forwarding agent). Risk shall be deemed transferred to the Customer upon handing over the merchandise to the shipping person.
Section 9 Partial deliveries
We shall have the right to partially deliver or perform unless the Customer is obviously not interested in such partial delivery or performance. In case of partial deliveries and performance, we shall be entitled to prorated payment of the purchase price.
Section 10 Default of delivery and setting a deadline with rejection warning
(1) The delivery period specified by us shall be based on clarification of all technical aspects.
(2) If we are in default of delivery for reasons without our control, penalties for default damages shall be excluded in cases of minor or slight negligence. In case of intentional or grossly negligence, the Customer may—if they can demonstrate that they suffered a loss—may claim compensation of 0.5 % for each completed week of delay not to exceed a total of 5 % of the price of that portion of the deliveries which could not be used for the intended purpose due to the delay.
(3) We shall not be liable for delayed deliveries due to force majeure or similar circumstances that prevent timely delivery or make such timely delivery significantly harder (incl. strike, lockouts, unforeseeable lack in human resources or lack in means of transportation, non-delivery of supplies by the supplier beyond our control, intervention by governments or authorities, etc.). In case of such delays, we shall have the right to postpone delivery to a reasonable extent. If the obstacle preventing performance is not eliminated within six months, both parties shall have the right to cancel the agreement either in part or as a whole.
(4) Should the Customer set a reasonable subsequent deadline with rejection warning due to our default, the Customer shall have the right to cancel the agreement and claim damages upon unsuccessful expiration of this subsequent deadline. If the default is the result of minor or slight negligence, the Customer shall only be entitled to damages for non-performance in the amount of 50 % of the damage suffered.
(5) The Customer agrees to explain within a reasonable period at our request whether they intend to cancel the agreement dur to the default or insist on delivery.
Section 11 Inspection for defects and burden of proof
(1) The Customer shall, promptly upon delivery, inspect the merchandise for defects. If a defect is identified in the course of such inspection or at a later point in time, the Customer shall notify us about such defect immediately (no later than 5 days). The notification shall describe the defect in as much detail as possible. If the Customer fails to provide such notice, the merchandise shall be deemed accepted with regard to any identifiable defect (Sec. 377 HGB [German Commercial Code]) unless we intentionally failed to identify the defect. Notice shall be required also if merchandise other than the agreed-upon merchandise or a lower quantity than agreed upon is delivered.
(2) If the Customer claims defects and insists on subsequent remedy and we realize during our review that there was no defect, the Customer shall bear the costs incurred as a result of such review based on the hourly rates applicable at the review date.
Section 12 Customer’s claims for defects
(1) There shall be no claims based on defects in cases of insignificant deviation from the agreed-upon quality, minor impairment of usefulness, natural wear and tear or damage arising after the transfer of risk due to faulty or negligent handling, excessive strain, inappropriate equipment or from particular external influences not assumed under the agreement, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the Customer or third parties and the consequences thereof shall be likewise excluded.
(2) In the event a defect occurs that is within our control, we shall initially only have the right to remedy the defect or replace the merchandise at our own discretion. It is at our own discretion and we shall consider the mutual interest.
(3) If we are not willing, or able, to remedy the defect/replace the merchandise or if such remedy or replacement is delayed beyond reasonable deadlines for reasons that are within our control or in case remedy of the defect/replacement fails more than twice, the Customer may either cancel the agreement or demand reduction of the purchase price.
(4) The Customer’s legal rights of recourse in the event that the merchandise is resold to a consumer, shall remain unaffected by the above provisions. However, such rights of recourse shall be limited to cases where the Customer has not concluded an agreement with their customers exceeding the scope of the legal regulations governing claims based on defects. The limitation of liability provisions applies to the scope of the recourse rights.
Section 13 Damages and limitation of liability
(1) Unless otherwise agreed-upon below, any additional claims by the Customer—regardless of the legal grounds—shall be excluded. Therefore, we shall not be held liable for damage not incurred by the delivered item per se; in particular, we do not assume any liability for the loss of profits or other financial losses that the Customer suffers.
(2) Claims for damages shall be excluded if the violations are based on slight negligence. To the extent that we violate an obligation that is a substantial obligation in the agreement, our obligation to reimburse for any customary, foreseeable damage as well as for material damage or personal injury shall be limited to the coverage amount of our third-party product liability insurance policy. We are willing to grant the Customer access to the policy upon request.
(3) Liability shall not be limited in case of intentional or grossly negligent violations, claims in accordance with the applicable German product liability law, in case of defects of merchandise not disclosed intentionally and when and if we grant explicit warranty for the quality of the merchandise or the quality risk. However, warranties shall be subject to maximum liability of 100,000.00 EUR.
(4) The above limitations of the liability shall also apply with our employees, agents or representatives.
Section 14 Statute of limitation
The warranty period shall be 12 months of the delivery of the purchased item. Longer statutory limitation periods shall only apply in full to claims for damages arising from intentional violations of obligations. Furthermore, the statute of limitation as per Sec. 12 German Product Liability Code shall remain unaffected as well.
Section 15 Retention of title of ownership
(1) We retain title of ownership in the delivered item until all current or future receivables arising from the business relationship are paid in full. We shall have the right to accept returned merchandise when and if the Customer violates contractual obligations, in particular when the Customer is at default. Accepting returned merchandise shall not be deemed a cancellation of the agreement unless otherwise expressly agreed upon in writing.
(2) The Customer agrees to handle the merchandise with care until the title is transferred to the Customer. In particular, the Customer agrees to obtain sufficient insurance coverage in case of theft, fire and water leakage at their own expense; the items shall be insured at their original value. If maintenance and inspection activities must be performed, the Customer shall perform those activities at their own expense in a timely manner. Until the title is transferred, the Customer shall notify us promptly when and if the delivered item is pledged or otherwise subject to third-party intervention. To the extent that the third-party is not able to reimburse us for the court and out-of-court litigation fees as per Sec. 771 ZPO [German Code of Civil Procedure], the Customer shall be liable for any loss we incur.
(3) The Customer shall have the right to resell the commissioned merchandise in the course of their ordinary business operation. The Customer hereby assigns any buyer’s claims resulting from resale of the commissioned merchandise in the amount of the final invoice amount agreed-upon by us (incl. VAT). This assignment shall apply regardless of whether the merchandise was resold with or without prior processing. Until the revocation of this authorization, the Customer shall remain authorized to collect receivables even after the assignment. Our authorization to collect the receivable ourselves shall remain unaffected. However, we agree to not collect the receivable as long as the Customer meets their payment obligations from proceeds received, is not at default and, in particular, has not filed a petition for the opening of insolvency proceedings or payments have been suspended. If this is the case, we shall have the right to demand that the Customer notifies us about the assigned receivables and the corresponding debtors, provides all information required for the collection, hands over the corresponding documents and notifies the debtors (third parties) about the assignment.
(4) We shall always be responsible for processing or remodeling the merchandise on behalf of the Customer. In this case, the Customer’s expectant right in the merchandise shall continue in the remodeled item. If the merchandise is processed together with other items not belonging to us, we shall acquire co-ownership in the new item based on the objective value of our merchandise in relation to the other processed items at the time of processing. The same shall apply accordingly to combinations. In case of a combination in such manner that the Customer’s item is the main component, the parties agree that the Customer assigns prorated co-ownership and safeguards the corresponding sole title or co-ownership on our behalf. Moreover, Section 15 (2) and (3) apply accordingly with the item resulting from the processing.
(5) We agree to assign the collaterals to which we are entitled upon the customer’s reqest to the extent that the value of our collateral exceeds the secured receivables by more than 20 %. We may select the collaterals to be assigned.
Section 16 Data protection
You save and use the data for performing the agreement entered into and managing the customer account. The data may also be provided to other companies of our group for them to be able to provide you with interesting offers. For a detailed explanation regarding data protection, please see our data protection policy.
Section 17 Supplier promotion
Suppliers may not promote their services without prior written consent by referring to their contract with us, in particular the delivery of merchandise and rendering of services to us. Suppliers may not promote the deployment of their product with a third party or at events without prior written consent. The consent requirement regarding advertisement shall apply with all types of indirect and direct advertisement regardless of whether the advertisement is in a digital format, a printed format or otherwise. The mere report on the deployment of a merchandise or service for promoting sales shall require our prior written consent as well.
Section 18 Place of jurisdiction, applicable law, miscellaneous
(1) If the Customer is a business person, our registered office shall be deemed the place of jurisdiction. However, we shall have the right to file suit against the Customer at the court competent for the Customer’s place of residence.
(2) Unless otherwise derived from the order confirmation, our registered office shall be deemed the place of fulfilment.
(3) Unless mandatory legal regulations prescribe otherwise, German law shall be applicable. The application of the U.N. Convention of Contracts for the International Sale of Goods (CISG) shall be excluded. (4) Platform for settling consumer law-related disputes: ec.europa.eu/consumers/odr/