General terms and conditions with customer information
Table of contents
- Scope of application
- Conclusion of contract
- Prices and terms of payment
- Delivery and shipping conditions
- Force majeure
- Delay in performance at the request of the customer
- Retention of title
- Liability for defects / Warranty
- Liability
- Statute of limitations
- Retention, assignment
- Applicable law, place of jurisdiction
1) Scope of application
1.1 These General Terms and Conditions (hereinafter “GTC”) of Walter Krupp GmbH (hereinafter “Seller”) apply to all contracts for the supply of goods concluded by a business customer (hereinafter “Customer”) with the Seller concerning the goods displayed in the Seller’s online shop. The inclusion of the customer’s own terms and conditions is hereby rejected, unless otherwise agreed.
1.2 These GTC also apply exclusively if the Seller, despite knowledge of conflicting or deviating terms of the Customer, performs the delivery to the Customer without special reservation.
1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
1.4 For the purpose of these GTC, entrepreneurs also include authorities or other public law institutions if they act exclusively under private law when concluding the contract.
2) Conclusion of contract
2.1 The product descriptions displayed in the Seller’s online shop do not constitute binding offers on the part of the Seller, but rather serve for the submission of a binding offer by the Customer.
2.2 The Customer can submit the offer via the online order form integrated into the Seller’s online shop. After placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the customer can also submit the offer to the seller by e-mail, online contact form or by telephone.
2.3 The Seller can accept the Customer’s offer within five days,
- by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive in this respect, or
- by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive in this respect, or
- by requesting payment from the customer after the order has been placed, or
- if payment by direct debit is offered and the customer opts for this payment method, by collecting the total price from the customer’s bank account, whereby the time at which the customer’s account is debited is decisive in this respect.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.
2.4 If a payment method offered by PayPal is selected, payment processing is handled by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to PayPal’s terms of use, which can be viewed at https://www.paypal.com
2.5 Upon submission of an offer via the Seller’s online order form, the contract text will be stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g., email, fax, or letter) after the Customer’s order has been sent. The seller will not make the text of the contract available beyond this. If the customer has set up a user account in the seller’s online store before sending his order, the order data will be archived on the seller’s website and can be accessed free of charge by the customer via his password-protected user account by entering the corresponding login data.
2.6 Before submitting a binding order via the Seller’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical tool for better recognition of input errors can be the browser’s magnification function, which enlarges the display on the screen. The customer can correct his entries during the electronic ordering process using the usual keyboard and mouse functions until he clicks on the button that completes the ordering process.
2.7 For the conclusion of the contract, only German and English languages are available.
2.8 Order processing and contact usually take place via email and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the seller or third parties commissioned by the seller to process the order can be delivered.
2.9 If the parties have agreed on special conditions, these generally do not apply to concurrently running and future contractual relationships with the Customer.
2.10 In the event of the Customer’s economic inability to fulfill its obligations towards the Seller, the Seller may terminate existing contracts with the Customer without notice by withdrawal. This also applies if the customer files for insolvency. § Section 321 BGB and Section 112 InsO remain unaffected. The customer shall inform the seller in good time in writing of any imminent inability to pay.
3) Prices and Payment Terms
3.1 Unless otherwise stated in the Seller’s product description, the prices indicated are net prices, which are subject to statutory value-added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes will be charged separately where applicable.
3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases, for which the Seller is not responsible and which are to be borne by the Customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.
3.3 Various payment options are available to the Customer, which are specified in the Seller’s online shop.
3.4 If advance payment by bank transfer is agreed, payment is due immediately upon conclusion of the contract, unless the parties have agreed on a later due date.
3.5 If a payment method offered via the payment service “PayPal” is selected, payment processing is handled via PayPal, whereby PayPal may also use the services of third-party payment service providers for this purpose. If the seller also offers payment methods via PayPal for which he makes advance payments to the customer (e.g. purchase on account or payment by installments), he assigns his payment claim in this respect to PayPal or to the payment service provider commissioned by PayPal and specifically named to the customer. Before accepting the seller’s declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the transmitted customer data. The seller reserves the right to refuse the customer the selected payment method in the event of a negative test result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, he can only pay PayPal or the payment service provider commissioned by PayPal with debt-discharging effect. However, the seller remains responsible for general customer inquiries, e.g. regarding goods, delivery time, dispatch, returns, complaints, revocation declarations and deliveries or credit notes, even in the event of assignment of claims.
3.6 If the payment method “purchase on account” is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 30 (thirty) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of a corresponding payment restriction in his payment information in the online store. The seller also reserves the right to carry out a credit check when selecting the payment method purchase on account and to reject this payment method if the credit check is negative.
3.7 If the SEPA direct debit payment method is selected, the invoice amount is due after a SEPA direct debit mandate has been issued, but not before the expiry of the period for the pre-notification of payment. The direct debit is collected when the ordered goods leave the seller’s warehouse, but not before the deadline for advance notification has expired. Pre-notification is any communication (e.g. invoice, policy, contract) from the seller to the customer that announces a debit by SEPA direct debit. If the direct debit is not honored due to insufficient funds in the account or due to the provision of incorrect bank details, or if the customer objects to the direct debit although he is not entitled to do so, the customer shall bear the fees incurred by the respective credit institution as a result of the chargeback if he is responsible for this. The seller reserves the right to carry out a credit check when selecting the SEPA direct debit payment method and to reject this payment method if the credit check is negative.
3.8 A payment is considered received as soon as the equivalent value has been credited to one of the Seller’s accounts. In the event of default in payment, the seller shall be entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The other statutory rights of the seller in the event of default of payment by the customer remain unaffected by this. If receivables are overdue, incoming payments are first offset against any costs and interest, and then against the oldest receivable.
3.9 Should unforeseeable cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers, etc.), the Seller is entitled to pass on the price increase to the Customer. However, this only applies if the delivery is agreed to take place later than four months after the conclusion of the contract.
3.10 The Seller reserves the right to set a minimum order value for deliveries outside Germany. The amount of the minimum order value will be communicated to the customer separately in the seller’s online store.
4) Delivery and Shipping Terms
4.1 Goods are delivered by shipping to the delivery address specified by the Customer, unless otherwise agreed. The delivery address specified in the seller’s order processing is decisive for the processing of the transaction.
4.2 For goods delivered by freight forwarder, delivery is “curbside”, i.e., to the public curb closest to the delivery address, unless otherwise stated in the shipping information in the Seller’s online shop and unless otherwise agreed.
4.3 The Seller is entitled to make partial deliveries, insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.
4.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper supply to itself. This shall only apply in the event that the seller is not responsible for the non-delivery and the seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.
4.5 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the freight forwarder, carrier, or other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the customer.
4.6 In the event that the shipment of goods to the Customer is delayed for reasons for which the Customer is responsible, the transfer of risk already occurs upon notification of readiness for shipment to the Customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.
4.7 Self-collection is not possible for logistical reasons.
5) Force Majeure
In the event of force majeure affecting the fulfillment of the contract, the seller is entitled to postpone the delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the seller being able to be derived from this. Force majeure shall mean all events that are unforeseeable for the seller or events that – even if they were foreseeable – are beyond the seller’s control and whose effect on the fulfillment of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory claims of the customer remain unaffected.
6) Delay in Performance at Customer’s Request
If dispatch or delivery of the goods is delayed at the customer’s request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.
7) Retention of Title
7.1 The Seller retains title to the delivered goods until full payment of the owed purchase price. Furthermore, the seller retains title to the delivered goods until all his claims arising from the business relationship with the customer have been fulfilled.
7.2 In the event of processing the delivered goods, the Seller is considered the manufacturer and acquires ownership of the newly created goods. If the goods are processed together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If, in the event of the goods of the Seller being combined or mixed with an item of the Customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller’s goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian.
7.3 The Customer may neither pledge nor assign as security objects subject to retention of title or other rights. The customer is only permitted to resell the goods as a reseller in the ordinary course of business on condition that the customer has effectively assigned his claims against his buyers in connection with the resale to the seller and the customer transfers ownership to his buyer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the seller by way of security, who accepts this assignment at the same time.
7.4 The Customer must immediately report access to goods owned or co-owned by the Seller or to assigned claims. He shall immediately transfer to the seller any amounts assigned to the seller and collected by him, insofar as the seller’s claim is due.
7.5 Insofar as the value of the Seller’s security rights exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding portion of the security rights at the Customer’s request.
8) Liability for Defects / Warranty
If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this applies:
8.1 Claims for defects do not arise in the case of natural wear and tear or damage that occurs after the transfer of risk due to faulty or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences not assumed under the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these modifications or repair work.
8.2 For new goods, the limitation period for defect claims is one year from delivery of the goods. For used goods, defect claims are excluded.
8.3 The limitations of liability and reductions of the limitation period regulated above do not apply
- for items that have been used for a building in accordance with their normal use and have caused its defectiveness,
- for claims for damages and reimbursement of expenses by the customer,
- in the event that the seller has fraudulently concealed the defect, and
- for the right of recourse according to § 445a BGB.
8.4 In the event of supplementary performance, the Seller has the right to choose between rectification or replacement delivery.
8.5 If a replacement delivery is made within the scope of liability for defects, the limitation period does not start anew.
8.6 If supplementary performance has been carried out by way of replacement delivery, the Customer is obliged to return the originally delivered goods to the Seller within 30 days. The return package must contain the reason for the return, the customer’s name and the number assigned for the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and insofar as the allocation of the return shipment is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to repay the purchase price. The customer shall bear the costs of reshipment.
8.7 If the Seller delivers a defect-free item for the purpose of supplementary performance, the Seller may demand compensation for use from the Customer in accordance with. § Section 346 para. 1 BGB (German Civil Code). Other statutory claims remain unaffected.
8.8 If the Customer acts as a merchant within the meaning of § 1 HGB, the commercial duty to inspect and give notice of defects according to § 377 HGB applies to him. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.
9) Liability
The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:
9.1 The Seller is liable without limitation on any legal grounds
- in the event of intent or gross negligence,
- in the event of intentional or negligent injury to life, limb or health,
- on the basis of a guarantee promise, unless otherwise agreed,
- due to mandatory liability such as under the Product Liability Act.
9.2 If the Seller negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless unlimited liability applies according to the preceding clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.
9.3 Otherwise, any liability of the Seller is excluded.
9.4 The above liability provisions also apply with regard to the Seller’s liability for its vicarious agents and legal representatives.
10) Limitation Period
Claims of the customer against the seller shall become time-barred – with the exception of the claims regulated under the item “Liability for defects / Warranty” – one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with the above clause.
11) Retention, Assignment
11.1 The Customer’s rights of retention and refusal of performance are excluded, unless the Seller does not dispute the underlying counterclaims or these have been legally established.
11.2 An assignment of claims arising from the contract concluded with the Customer by the Customer, in particular an assignment of any defect claims of the Customer, is excluded.
12) Applicable Law, Place of Jurisdiction
12.1 For all legal relationships between the parties, the law of the Federal Republic of Germany applies, to the exclusion of the laws on the international sale of goods.
12.2 If the Customer acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller’s place of business. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Seller’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer’s professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer’s place of business.
