§ 1 Validity of the GTC

These General Terms and Conditions apply to all contracts for the delivery of goods which an entrepreneur (hereinafter: Buyer) has concluded with us,

legally represented by SerPaCo Verwaltungs-GmbH,
represented by Serge-Paul Corver, Managing Director.

They also apply to all future business relations, even if they are not expressly agreed upon again. Deviating conditions of the buyer, which we do not expressly accept, are not binding for us, even if we do not expressly object to them. The following terms of sale also apply if we execute the buyer’s order without reservation in knowledge of conflicting or deviating conditions of the buyer. If in individual cases a deviation from one of the following conditions is desired, this must be noted on the order and copies thereof in writing and signed by the buyer.

§ 2 Personal Requirements of the Buyer

We deliver exclusively to entrepreneurs. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or self-employed professional occupation (§ 14 Paragraph 1 BGB). We do not deliver to consumers. A consumer is any natural person who concludes a legal transaction for purposes which can predominantly neither be attributed to his commercial nor to his self-employed professional occupation.

§ 3 Conclusion of the Contract

1. Offers are non-binding with regard to prices as well as quantity and delivery time unless we have expressly designated them as binding. Written, verbal, telephone-based orders, orders placed with travelers or representatives, orders placed via our website and other agreements only become effective with our written confirmation.
2. The presentation of the products in our online shop does not constitute a binding offer on our part. Only after the buyer has selected the products from our range, placed them in the shopping basket, reviewed the selection in the shopping basket and the other order data again on an overview page for possible input errors and, if necessary, corrected them with the help of the delete and change function, does a binding offer of the Buyer for the purchase of the products in the shopping basket come into effect by clicking on the button “Buy Now”. The buyer can only send the order if he has previously accepted our general terms and conditions.
3. After submission of his offer, the Buyer receives an automatic order confirmation by e-mail to the e-mail address provided during entry, in which his order is summarized and which he can print out using the “Print” function. This automatic order confirmation merely documents the receipt of the Buyer’s order and does not yet constitute an acceptance of the Buyer’s offer. The sales contract is only concluded when we accept the Buyer’s offer in writing, by e-mail or by executing the delivery.

§ 4 Property Rights

We reserve our ownership, copyright and other proprietary rights to all illustrations, calculations, drawings and other documents. The Buyer may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential.

§ 5 Prices

1. Our prices are ex warehouse in Alsdorf. Our prices do not include the statutory value-added tax. These will be shown separately in the invoice in the statutory amount on the day of invoicing. The costs for postage, freight, cartage, etc. are paid by the Buyer. A discount is only permitted in the case of a special written agreement between the Buyer and us.
2. The purchase price is due for payment net (without deduction) immediately upon receipt of the invoice by the Buyer unless otherwise stated in the order confirmation. Payment is only considered as completed when we can dispose of the amount. In the case of payment by check, payment shall not be deemed to have been made until the check has been cashed. We expressly reserve the right to refuse bills of exchange or checks; acceptance is always on account of performance only. Discount and bill of exchange charges are to be borne by the Buyer and paid immediately.
3. The dispatch of the goods takes place generally only after receipt of the invoice amount (prepayment) unless another payment method has been expressly agreed in writing.
4. The Buyer is only entitled to set-offs, even if claims for defects or counterclaims are made, if the counterclaims have been legally established, acknowledged by us, or are undisputed. The buyer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. Returns are always treated as credit notes.

§ 6 Default of the Customer

If the Buyer defaults on payment, the statutory provisions shall apply, unless otherwise provided for in the following provisions.

§ 7 Delivery Dates

1. We will make every effort to meet the stated delivery dates. Delivery dates or periods that have not been expressly agreed as binding are exclusively non-binding information. Delivery periods begin with the dispatch of the order confirmation, provided that the Buyer properly fulfills the obligations incumbent upon him, in particular, has made an agreed down payment. The delivery deadline is met if the goods have left our warehouse by the time it expires or, in the case of self-collectors, we have notified the customer that the goods are ready for dispatch. We are entitled to partial deliveries and partial performances at any time provided this is reasonable for the customer.
2. In cases of strikes, lockouts, company hearings, force majeure or non-delivery by our subcontractors, we are entitled to reject the delivery in whole or in part without the customer being entitled to claim damages or demand subsequent delivery or to withdraw from the contract. The same applies to all other cases in which delivery is delayed or becomes impossible due to obstruction for which we are not responsible.
3. Otherwise we shall be liable to the Buyer in the event of a delay in delivery in accordance with the statutory provisions if the delay is due to an intentional or grossly negligent breach of contractual obligations for which we are responsible, including those whose compliance is of particular importance for achieving the purpose of the contract (cardinal obligations), whereby a fault of our representatives or vicarious agents is attributable to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible. Otherwise, in the event of a delay in delivery for which we are responsible, the Buyer may claim lump-sum compensation in the amount of 3% of the value of the delivery for each full week of the delay, but not more than 15% of the value of the delivery at most. Any further liability for a delay in delivery for which we are responsible, as regulated in the above provisions, is excluded. The further legal claims and rights of the Buyer, which he is entitled to in addition to the claim for damages due to a delay in delivery for which we are responsible, remain unaffected.

§ 8 Transfer of Risk

1. The risk passes to the Buyer upon delivery to the post office or another transport service or forwarding agent.
2. We will conclude transport insurance, the costs of which shall be borne by the Buyer. Shipment shall be effected in a customary manner and without responsibility for the cheapest shipment, unless the Buyer has given special instructions.
3. We do not take back transport and all other packaging in accordance with the Packaging Ordinance; pallets are excluded. The Buyer shall dispose of the packaging at his own expense. If dispatch is delayed at the request or through the fault of the Buyer, we shall store the goods at the cost and risk of the Buyer. In this case, notification of readiness for dispatch is equivalent to shipment.

§ 9 Damaged Deliveries

Damaged shipments must be determined and certified in writing by the Buyer prior to acceptance of the goods by the railway or the forwarding agent. The Buyer shall immediately assert any claim for damages at the receiving station when handling the goods. In the case of damaged items sent to the Buyer by mail or other transport service, acceptance must be refused, and the Buyer must claim damages to Deutsche Post AG or the other transport service.

§ 10 Warranty

1. Claims for defects of the purchaser shall only exist if he has duly fulfilled his inspection and notification obligations according to § 377 HGB (German Commercial Code) unless we have fraudulently concealed a defect.
2. If there is a defect in the goods for which we are responsible, whereby in the case of colored goods small deviations of the color are not considered as defects, we are obliged to subsequent performance to the exclusion of the rights of the Buyer to withdraw from the contract, or to reduce the purchase price (reduction), unless we are entitled by law to refuse subsequent performance. The Buyer shall grant us a reasonable period for additional performance. The supplementary performance can be carried out at the Buyer’s option by rectification of the defect (rectification) or delivery of new goods. In the event of rectification of defects, we shall bear the necessary expenses if these do not increase because the subject matter of the contract is located at a location other than the place of performance. If the supplementary performance has failed, the Buyer may, at his discretion, demand a reduction in the purchase price (reduction) or declare withdrawal from the contract. Repair shall be considered failed after the second unsuccessful attempt unless further attempts at repair are reasonable and reasonable for the Buyer on the basis of the subject matter of the contract.
3. We are obliged to take back the new goods or to reduce the purchase price in accordance with the statutory provisions, even without the otherwise necessary deadline, if the Buyer’s customer as consumer of the new movable goods sold (sale of consumer goods) could demand the return of the goods or the reduction of the purchase price from the Buyer due to the defect of these goods or if the Buyer is held liable for an equal recourse claim resulting therefrom. In addition, we are obliged to reimburse the Buyer’s expenses, in particular transport, travel, labor and material costs, which the Buyer had to bear in relation to the end consumer within the scope of supplementary performance due to a defect of the goods existing at the time of the transfer of risk from us to the Buyer. The above claims are excluded if the Buyer has not properly complied with his obligations to examine and give notice of defects pursuant to § 377 HGB (German Commercial Code). The claims are also excluded if it concerns a defect due to advertising statements or other contractual agreements which do not originate from us or if the Buyer has given a special guarantee to the end consumer. The obligation is also excluded if the Buyer himself was not obliged to fulfill warranty claims against the end consumer under the statutory provisions or if he has not raised this complaint regarding a claim made against him. This also applies if the Buyer has assumed warranties vis-à-vis the end consumer which go beyond the statutory measure.

§ 11 Limitation of Liability

1. We are fully liable according to the legal regulations for damages to life, body, and health, which are based on a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damages which are covered by the liability according to the product liability law.
2. For damages which are not covered by paragraph 1 and which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent on our part, on the part of our legal representatives or our vicarious agents, we shall be liable in accordance with the statutory provisions. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted intentionally. We shall also be liable within the scope of this guarantee to the extent to which we have given a quality and/or durability guarantee for the goods or parts thereof.
3. For damages which are based on the lack of the guaranteed quality or durability, but do not directly occur on the goods, we are only liable if the risk of such damage is clearly covered by the quality and durability guarantee. We shall also be liable for damages caused by simple negligence, insofar as the negligence concerns the violation of such contractual obligations, whose compliance is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we shall only be liable if the damage is typically associated with the contract and is foreseeable.
4. Further liability is excluded irrespective of the legal nature of the asserted claim, this also applies in particular to tortious claims or claims for compensation for wasted expenses instead of performance; this shall not affect our liability pursuant to paragraph 1 of these conditions. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents. The Buyer may only claim damages for a defect if the supplementary performance has failed.

§ 12 Limitation of Claims

The warranty claims of the Buyer shall expire one year after delivery of the goods to the Buyer unless we have fraudulently concealed the defect; in this case, the statutory provisions shall apply. The Buyer’s claims for damages due to a defect shall become statute-barred one year after delivery of the goods. This does not apply in the case of injuries to life, body or health caused by us, our legal representatives or our vicarious agents, or if our legal representatives or we have acted with intent or gross negligence, or if our simple vicarious agents have acted with intent.

§ 13 Right of Withdrawal in the Event of Doubtful Credit Rating

The Buyer grants us a right of rescission if, after confirmation of the order has been given, a risk to the payment claim arises due to information obtained or other verifiable facts or if the Buyer is in arrears with the payment of other deliveries.

§ 14 Retention of Title

1. The delivered goods (goods subject to retention of title) remain our property until all claims, including all current account balance claims to which we are entitled against the purchaser now or in the future, have been settled. The Buyer shall treat the goods subject to retention of title with care and insure them sufficiently at replacement value at his own expense against fire, water, and theft.
2. The buyer is entitled to sell and/or use the reserved goods properly in the course of business to consumers as long as he is not in default of payment. Resale to resellers is not permitted. Pledging or assignments as security are not permitted. The Buyer hereby assigns to us by way of security all claims arising from the resale or any other legal reason (insurance, unlawful act) in respect of the reserved goods (including all balance claims from current account) in full, if necessary up to the amount of our co-ownership share; we hereby accept the assignment. We revocably authorize the Buyer to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the Buyer does not properly meet his payment obligations. The Buyer is also not entitled to assign this claim to collect the claim by way of factoring unless the obligation of the factor is simultaneously justified to effect the consideration in the amount of the claims directly to us as long as we still have claims against the Buyer.
3. Any processing or transformation of the reserved goods by the Buyer shall be carried out for us in any case. If the reserved goods are processed with other goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed goods at the time of processing. The same applies to the new goods resulting from processing as to the reserved goods. In the event that the reserved goods are inseparably combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined items at the time of combination. If the object of the Buyer is to be regarded as the main object as a result of the combination, the Buyer and we agree that the Buyer assigns to us proportionate co-ownership of this object; we hereby accept the assignment. The Buyer shall hold our sole or co-ownership of an item resulting in this way for us.
4. In the event of access by third parties to the reserved goods, in particular pledges, the buyer will point out our ownership and inform us immediately so that we can assert our ownership rights. The Buyer shall be liable for any court or out-of-court costs incurred in this connection if the third party is not in a position to reimburse us. We are obliged to release the securities to which we are entitled if the realizable value of our securities exceeds the claims to be secured by more than 10%, whereby we shall be responsible for selecting the securities to be released.
5. In the event of the Buyer acting in breach of contract, e.g., default of payment, we shall have the right to take back the reserved goods ourselves or through agents after setting a reasonable deadline. The same applies if insolvency proceedings have been applied for or opened against the Buyer or in other private or judicial debt settlement proceedings of the Buyer, provided that the Buyer has previously stopped payments in whole or in part. The buyer already now and irrevocably permits us the removal of the goods and access to the rooms in which the goods are located. If we take back the reserved goods, this shall constitute a withdrawal from the contract. If we pledge the reserved goods, this is also a withdrawal from the contract. We are entitled to sell the reserved goods after taking them back. After deduction of an appropriate amount for the liquidation costs, the liquidation proceeds are to be offset against the amounts owed to us by the Buyer. A lump sum of 15% of the invoice value of the purchased item shall be deemed appropriate. We are entitled to demand a higher amount against proof of the expenses incurred, provided that the expenses are reasonable. The Buyer reserves the right to prove lesser damage.

§ 15 Returns

Returns, for whatever reason, must always be announced in writing. The Buyer bears the risk for returns.

§ 16 Place of Performance, Jurisdiction and Applicable Law

Place of performance and place of jurisdiction for claims of the parties for the delivery of goods by us is Alsdorf for both parties, provided this does not conflict with mandatory legal provisions. However, we are also entitled to assert claims in court at the Buyer’s registered office. The law of the Federal Republic of Germany shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.