Terms and conditions
§ 1 Scope, Definitions
(1) For the business relationship between ELCO Industrie Automation GmbH, Benzstraße 7, 71720 Oberstenfeld (hereinafter “provider”) and the customer (hereinafter “customer”), the following general terms and conditions apply exclusively in the version valid at the time of the order .
(2) Deviating general terms and conditions of the customer are not recognized unless the provider expressly agrees to their validity in writing.
(3) The customer is a consumer within the meaning of § 13 BGB, insofar as the purpose of the ordered deliveries and services cannot be attributed predominantly to his commercial or independent professional activity. On the other hand, according to § 14 BGB, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity.
(4) The provider currently sells exclusively to customers who are entrepreneurs. Reference is made to paragraph 3. The customer confirms that he or she is an entrepreneur.
§ 2 Conclusion of contract
(1) The provider sells in direct and indirect sales. The provider can make the customer an offer. The customer will receive the general terms and conditions together with the offer. The customer can accept the offer of the provider by means of an explicit confirmation. Offers from the provider remain non-binding until they are accepted.
The contract is concluded when the provider has confirmed the customer's order by sending an order confirmation by email or post. The electronic form and text form are sufficient for the conclusion of the contract. In the event of errors (e.g. typographical errors) in the order confirmation, the provider is entitled to correct them immediately.
(2) The following applies when ordering via the online shop:
The customer can select products from the provider's range on the website and place them in the shopping cart using a button. By clicking the "Buy now" button, the customer submits a binding request to purchase the goods in the shopping cart. Before submitting the order, the customer can change and view the data at any time.
The provider then sends the customer a declaration of acceptance. In this email or in a separate email, but no later than when the goods are delivered, the contract text (consisting of the order, general terms and conditions, cancellation policy and order confirmation) is sent to the customer on a permanent data medium (email or paper printout) (contract confirmation).
(3) The customer must ensure that the emails sent by the provider can be delivered. In particular, look out for typographical errors in the e-mail address provided when ordering and regularly check the spam folder of the e-mail inbox around the time of the order.
(4) The contract is concluded in German or English. The text of the contract is stored in compliance with data protection regulations.
§ 3 Delivery, availability of goods
(1) The delivery time is stated on the order confirmation and assumes that the purchase price has been paid in full. Only the shipping date is given. In cases of force majeure or delays in delivery by manufacturers or suppliers, the delivery time is extended accordingly.
(2) If no copies of the product selected by the customer are available at the time the customer places the order, the provider will inform the customer of this immediately in the order confirmation. If the product is permanently unavailable, the provider will refrain from a declaration of acceptance. In this case, no contract is concluded.
(3) If the product specified by the customer in the order is only temporarily unavailable, the provider will also inform the customer of this immediately in the order confirmation.
(4) The provider is entitled to refuse delivery to customers in certain countries and regions. In this case, there is no order confirmation.
§ 4 Retention of title
(1) The delivered goods remain the property of the provider until full payment has been made.
(2) The provider retains ownership of the delivered goods towards entrepreneurs until all claims from an ongoing business relationship have been settled in full.
(3) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that he is an entrepreneur and the seller has given his written consent. The customer assigns all resulting claims against third parties to the provider in the amount of the full invoice value. The processing of the goods has no influence on the effectiveness of the assignment. However, the customer remains authorized to collect his claims even after the assignment, without the provider's authority to collect the claims being affected. The provider refrains from collecting the claims as long as no application for the opening of insolvency proceedings has been filed and/or the customer fulfills his payment obligations to the provider without deductions and/or is not in default of payment.
§ 5 References
The provider is entitled to advertise with the name of the customer on its website and in social media appearances, provided that the customer is an entrepreneur and there is no other agreement. The customer's logo may be used for the purpose of naming a reference.
§ 6 Prices and shipping costs
(1) All prices stated on the website or in offers by the provider are inclusive plus the applicable statutory sales tax, unless otherwise stated.
(2) The corresponding shipping costs and packaging costs are given to the customer in the order form and are to be borne by the customer unless the customer makes use of his right of withdrawal.
(3) The goods are dispatched by post or forwarding agent. The provider only bears the shipping risk if the customer is a consumer.
§ 7 Payment modalities
(1) The customer can make the payment according to the agreement. In the absence of a separate agreement, the method of payment specified on the invoice must be used and the payment period observed.
(2) If the due date for payment is determined according to the calendar, the customer is already in default by missing the deadline. In this case, he has to pay the provider interest on arrears for the year in the amount of 5 percentage points above the base interest rate. If the customer is an entrepreneur, default interest is 9 percentage points above the base rate.
(3) The obligation of the customer to pay default interest does not exclude the assertion of further default damages by the provider. Any returned direct debit fees are to be reimbursed by the customer.
(4) The customer is only entitled to offset against the provider if his counterclaims have been legally established, are undisputed or have been recognized by the provider. The customer may only exercise a right of retention to the extent that the counterclaim is based on the same contractual relationship.
(5) The provider reserves the right to withdraw from the contract if the customer does not pay the agreed purchase price in full after receiving a reminder and the deadline set therein.
§ 8 Warranty for material defects, guarantee
(1) The provider is liable for material defects according to the applicable statutory provisions, in particular §§ 434 et seq. BGB. In relation to entrepreneurs, the warranty period for items delivered by the provider is 12 months.
(2) If the customer is an entrepreneur, defects must be reported to the provider in writing immediately, but no later than two weeks after delivery, in order to preserve the customer's claims for defects. The defective items are to be kept ready for inspection by the Provider in the condition they were in at the time the defect was discovered.
(3) Insignificant, reasonable deviations in the dimensions and designs - especially in the case of repeat orders - do not justify complaints unless absolute compliance has been expressly agreed. Product images may differ from the delivered products. In particular, changes in the appearance and features of the products can occur after renewals in the manufacturer's range. Claims for defects do not exist if the changes are reasonable for the customer.
(4) The customer is asked to inform the deliverer of the goods of any obvious damage (e.g. clearly damaged packaging) if he is a consumer. The customer's rights according to paragraph 1 remain unaffected.
(5) There is only an additional guarantee for the goods delivered by the provider if this was expressly given in the order confirmation for the respective item.
§ 9 Liability
(1) Customer claims for damages are excluded. Excluded from this are claims for damages by the customer resulting from injury to life, limb, health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages that are based on an intentional or grossly negligent breach of duty by the provider, his legal representatives or vicarious agents . Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
(2) In the event of a breach of essential contractual obligations, the provider is only liable for the contractually typical, foreseeable damage if this was caused simply by negligence, unless the customer claims for damages resulting from injury to life, limb or health.
(3) Liability for lost profits is excluded.
(3) The aforementioned restrictions also apply to the legal representatives and vicarious agents of the provider if claims are asserted directly against them.
(4) The above limitations of liability do not apply if the provider has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies if the provider and the customer have reached an agreement on the nature of the item. The provisions of the Product Liability Act remain unaffected.
§ 10 Data protection
(1) The customer agrees to the storage of personal data as part of the business relationship with the provider, in compliance with data protection laws, in particular the BDSG and the DSGVO. Data will not be passed on to third parties unless this is necessary for the execution of the contract or consent has been given.
(2) If the customer transmits the data from third parties, he assures that he has obtained the consent of the third party and releases the provider from any claims in this regard.
(3) The rights of the customer or those affected by the data processing result in particular from the following standards of the GDPR:
· Article 7(3) – Right to withdraw consent under data protection law
· Article 15 - Right of access of the data subject, right to confirmation and to be provided with a copy of the personal data
· Article 16 – Right to rectification
· Article 17 – Right to erasure (“right to be forgotten”)
· Article 18 – Right to restriction of processing
· Article 20 – Right to data portability
· Article 21 – Right to object
· Article 22 - Right not to be subject to a decision based solely on automated processing, including profiling
· Article 77 – Right to lodge a complaint with a supervisory authority
(4) To exercise the rights, the customer or the person concerned is asked to send an email to the provider or to contact the competent supervisory authority in the event of a complaint.
(5) The provider assures that it has taken appropriate technical and organizational measures to ensure the security of personal data and to reduce the risk for the persons concerned.
(6) Reference is made to the provider's data protection declaration.
§ 11 Final Provisions
(1) The law of the Federal Republic of Germany applies to contracts between the provider and the customer, excluding the UN sales law. The legal regulations on the restriction of the choice of law and the applicability of mandatory regulations, in particular of the state in which the customer as a consumer has his habitual residence, remain unaffected.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and the provider is the seat of the provider in Oberstenfeld (Baden- Württemberg).
(3) The contract remains binding in its remaining parts even if individual points are legally ineffective. In place of the ineffective points, the statutory provisions, if any, apply. Insofar as this would represent unreasonable hardship for one of the contracting parties, the contract as a whole will become ineffective.
As of: 5th
September 2024