These General Terms contain a German and an English language version. In case of doubt or discrepancies the German language version shall prevail.
These General Terms and Conditions (hereinafter referred to as “GTC”) govern the contractual relationship between Global Innovations Germany GmbH & Co. KG, Im Paesch 11a 54340 Longuich, Germany (hereinafter referred to as the “Seller”) and the customer, who is a commercial entity and acquires goods from the Seller in the course of its commercial operations (hereinafter referred to as the “Buyer”).
§ 1 General information, scope
- The GTC shall apply to all current and future business relationships of the Seller with commercial entities within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), who purchase goods from the Seller’s online store within the scope of their commercial operations.
- The GTC shall apply exclusively. Any General Terms and Conditions of the Buyer that deviate, conflict with or supplement these GTC shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity. This express requirement of consent shall apply in all cases, for example even if the Seller, being aware of the Buyer’s General Terms and Conditions, makes the delivery to the Buyer without reservation.
- If the Buyer accepts the performance/delivery by the Seller without reservation, this shall also constitute an acknowledgement of these GTC.
- Any legally relevant declarations and notices which are to be made to the Seller by the Buyer after conclusion of the contract (e.g. setting of deadlines, notices of defect, declarations of withdrawal or abatement) must be made in text form form to be valid.
§ 2 Conclusion of contract
- The offers on the websites and in the catalogues of the Seller are subject to change and non-binding.
- By placing an order, the Buyer makes a binding offer to purchase the goods listed in the order. By placing an order, the Buyer confirms that it is acting as a commercial entity within the meaning of Section 14 BGB. This confirmation will be requested again in the ordering process.
- The quality of the ordered goods corresponds to the respective product descriptions. The illustrations may only offer an approximate reflection of the products; in particular, colours can differ substantially for technical reasons. Images are provided for illustration purposes only and can deviate from the product. Technical data, weight, dimensions and the performance specification are indicated as precisely as possible, but can exhibit the usual deviations. Deviations from the characteristics described here do not constitute defects in the products supplied by the Seller.
- In the case of special productions, the Seller reserves the right to make technical and design changes which may differ from the descriptions and information provided. The same applies in the case of deviations in material, dimensions, weight, colour, structure, construction and/or model type (these are only reference values) which are due to the manufacturer or the supplier, in addition to printing errors and mistakes. If no substantial change is made and the change or deviation is reasonable for the customer, the customer cannot derive any rights from the deviation or change.
- Unless stated otherwise in the order, the Seller is entitled to accept this contractual offer within two weeks of receiving it.
- The contract only becomes effective once the Seller confirms the order with the Buyer or once the goods are dispatched to the Buyer.
§ 3 Delivery period and delay in delivery
- Goods are exclusively delivered upon invoice payment, advance payment or PayPal. Deliveries abroad are exclusively made upon advance payment.
- Individually agreed partial deliveries as well as additional equipment delivered subsequently upon the Buyer’s request shall be invoiced separately in each case.
- Delivery dates and delivery periods which can be agreed in a binding or non-binding manner must be stated explicitly. If binding delivery terms have not been explicitly agreed upon, all delivery dates and periods (including those specified in writing) shall be understood as not binding. Should future contractual changes in respect of the affected goods be agreed upon, then all previously agreed delivery schedules and dates shall simultaneously thereby lapse.
- The Seller is entitled to make partial deliveries unless partial delivery is unreasonable for the Buyer.
- Any unforeseen performance impairments, in particular due to natural disasters, war, blockade, riots, civil unrest, official measures, pandemics and epidemics, transport disruptions, labour disputes, difficulties in the procurement of raw materials or supplier parts for which the Seller is not responsible, operational disruptions for which the Seller is not responsible, etc. that prevent a timely or proper delivery or performance shall extend the delivery times by the duration of the impairments.
- Unless otherwise expressly agreed, the Seller shall determine the transport route and the mode of transport, but the Seller does not guarantee that it will select the cheapest mode of transport.
§ 4 Delivery, transfer of risk, acceptance, default in acceptance
- Delivery is ex warehouse, which is also the place of performance. At the request and expense of the Buyer the goods may be shipped to another destination (sale by dispatch).
- The risk of coincidental loss and coincidental deterioration of the goods shall pass to the Buyer no later than upon their handover. In the event of sale by dispatch, however, the risk of coincidental loss and coincidental deterioration of goods as well as the risk of delay is transferred as soon as the goods are handed to the carrier, forwarder or the person or organisation charged with dispatch of the goods. Insofar as acceptance is agreed upon, this shall be decisive for the transfer of risk. Default in acceptance by the Buyer shall be equivalent to handover or acceptance.
- If the Buyer is in default of acceptance, if it fails to provide assistance, or if the delivery is delayed for other reasons for which the Buyer is responsible, then the Seller is entitled to request compensation for the damages thus arising, including additional expenses (e.g. storage costs).
§ 5 Prices and payment
- Unless expressly agreed otherwise in individual cases, the Seller’s prices current at the time the contract is concluded plus the statutory value added tax shall apply.
- In the case of sale by dispatch (§ 4 para. 1) the Buyer shall bear the transport costs. Any customs duties, fees, taxes and other public charges shall likewise be borne by the Buyer.
- Unless otherwise expressly agreed, all invoice amounts are immediately due. Default interest shall be charged at a rate of 9 percent over and above the prevailing base interest rate. The interest is immediately due. The right to assert a higher damage claim caused by default shall be reserved. Possible foreign exchange losses are also considered damage caused by default.
§ 6 Retention of title
- The Seller retains title of ownership to all supplied delivery articles (hereinafter referred to as reserved goods) until all outstanding claims, irrespective of the legal basis, including future or contingent claims and those from contracts entered into concurrently and thereafter, have been settled. This also applies if payments are made towards specifically designated claims.
- Should there be evidence indicating that the Buyer is unable to pay or that such inability is impending, the Seller shall be entitled to terminate the contract without notice and to demand restitution of the reserved goods.
- Treatment and processing of the reserved goods shall be carried out for the Seller within the meaning of § 950 of the BGB, without obliging it. The processed goods shall be considered reserved goods within the meaning of § 6 para. 1. In the event of the Buyer processing, combining and mixing the reserved goods with other goods, the Seller shall be entitled to co-ownership of the new goods in the proportion of the invoice value of the reserved goods to the invoice value of the other used goods. If the Seller’s ownership expires as a result of combining or mixing, the Buyer shall transfer ownership rights to the Seller now for the new stock or item in the amount of the invoice value of the reserved goods and shall hold them in safe custody for the Seller at no charge. The co-ownership rights resulting therefrom shall be considered reserved goods within the meaning of § 6 para. 1.
- Where the Buyer uses the reserved goods in such a manner as to form part of real estate within the meaning of § 946 of the BGB, the Buyer shall assign to the Seller, by way of security, without any special declarations being required, any claims the Buyer might have for payment of the combination, including all ancillary rights, in the ratio of the value of the combined reserved goods to the remaining combined goods or to the value of the overall performance at the time of the combination.
- The Buyer shall only be entitled within the ordinary course of business and as long as it is not in default to resell the reserved goods, process or combine them with other items or otherwise incorporate them. Any other disposal of the reserved goods is inadmissible. The Seller must be informed immediately of any third-party seizure or other access to the reserved goods. All costs for intervention shall be borne by the Buyer, insofar as they cannot be collected from the third party and the third-party proceeding has been filed justifiably. If the Buyer defers the purchase price for its customer, it must reserve title to the reserved goods in relation to the latter at the same conditions under which the Seller has reserved title on delivery of the reserved goods. However, the Buyer is not obliged to also retain title of ownership in relation to its customer with respect to claims that arise in the future. In all other respects, the Buyer is not entitled to dispose of the reserved goods.
- The Buyer’s claims arising from disposal of the reserved goods are hereby assigned to the Seller. They shall serve as security to the same extent as the reserved goods. The Buyer is only entitled and authorised to dispose of the reserved goods if it is guaranteed that the claims arising from this are transferred to the Seller.
- If the reserved goods are disposed of by the Buyer in conjunction with others not delivered by the Seller at a total price, then the assignment of the claims from this sale is equal to the amount of the invoice value of the reserved goods sold.
- If the claim assigned is included in a current account, the Buyer immediately assigns to the Seller that part of the balance which is equivalent to the amount of this claim, including the final balance from current account operations.
- The Buyer is entitled to collect the assigned claims until the Seller revokes this authorisation. The Seller is entitled to revocation if the Buyer does not duly fulfil its payment obligations from the business relationship or circumstances become known which substantially reduce the credit standing of the Buyer. If the prerequisites for exercising the right of revocation are given, the Buyer shall, at the Seller’s request, promptly notify the Seller of the assigned claims and their debtor, furnish all data required for collection of such claims, hand over all related documentation to the Seller, and advise the debtor of such assignment. The Seller is also entitled to inform the debtor of the assignment itself. The Buyer is otherwise not entitled to assign the claims, even on the basis of the Seller’s collection authorisation.
- In the event that the nominal value (invoice amount of the goods or nominal amount of the receivables) of the securities existing for the Seller exceed the claims secured by more than 10% in total, the Seller shall to such extent be obliged, at the Buyer’s request, to release securities at its discretion.
- If the Seller asserts the retention of title, then this shall only be considered to be a withdrawal from the contract if this is expressly declared by the Seller. The right of the Buyer to possess the reserved goods expires if it does not fulfil its obligations arising from this or another contract.
§ 7 Warranty
- The basis of the liability for defects is the agreement made on the quality of the goods. Deviations from information provided online, in brochures, advertising materials, descriptions, etc. about dimensions, weights, performance, power requirements, etc. shall not constitute grounds for a warranty claim. Only the product descriptions expressly designated as such (including those of the manufacturer) shall be deemed to be an agreement on the quality of the goods. The Seller reserves the right to deviations to an extent that is reasonable for the Buyer. This shall also apply to design or production changes.
- The Buyer’s warranty rights are based on the assumption that the Buyer has duly complied with its obligations to inspect the goods and to provide a notice of defects pursuant to Section 377 of the German Commercial Code (Handelsgesetzbuch, HGB). If a defect is found during the inspection or later, the Seller shall be notified thereof in text form without delay. If the Buyer fails to duly inspect and/or notify the Seller of defects, the Seller’s liability for the failure to notify the Buyer of the defect shall be excluded.
- Subsequent performance shall be deemed as effected, at the Seller’s discretion, by a repair or replacement delivery.
- The Seller is entitled to refuse to provide the service incumbent on it until payment of the due purchase price, unless it is contractually obliged to make advance deliveries.
- The Buyer must give the Seller the time and the opportunity needed for the subsequent performance, and in particular hand over the rejected goods for inspection purposes. In case of replacement delivery, the Buyer must return the defective item to the Seller in accordance with the statutory provisions. The subsequent performance shall neither consist of dismantling nor reassembling the defective item if the Seller was not originally obliged to perform the assembly.
- The expenditure necessary for the purpose of the subsequent performance, in particular transport, shipping, labour, and material costs, shall be borne by the Seller. This does not apply if the expenditure increases due to the item being transferred to a location other than the destination after delivery, unless such transfer corresponds to the intended use of the item.
- If the Buyer accepts a defective delivery despite knowing of the defect, then it is only entitled to the claims and rights in respect of the defect if it reserves these upon acceptance.
- Claims to subsequent performance become statute-barred one year after the start of the statutory period of limitation. The same applies to rescission and abatement as well as compensation for damages. This period shall not apply insofar as longer periods are required by law in accordance with Section 438 (1) no. 2 (buildings and objects for buildings), Section 479 (1) (right of recourse) and Section 634a (1) no. 2 (construction defects) BGB and also not in the case of intent, fraudulent concealment of the defect or non-compliance with a guarantee of quality and not in the case of a breach of essential contractual obligations (cardinal obligations – refer to section 8 (1) for the definition). The statutory periods of limitation apply in these cases. The statutory provisions on the suspension, interruption and recommencement of periods shall remain unaffected.
§ 8 Liability and industrial property rights
- No claims for damages by the Buyer – irrespective of the legal basis – shall be admitted. This does not apply in the case of fraudulent concealment of the defect or non-compliance with a quality guarantee, injury to life, limb or health, nor an intentional or grossly negligent breach of duty on the part of the Seller, nor a breach of a duty which is essential for the proper execution of the contract and that the Buyer regularly trusts the Seller to be in compliance with (substantial contractual obligations / cardinal obligations). Claims based on the German Product Liability Act are not affected by this limitation of liability either. This restriction of liability equally applies to breaches of duty by our executive bodies and vicarious agents.
- The Buyer’s claims for damages for the breach of substantial contract obligations is limited to foreseeable damage, unless intent or gross negligence are present or liability exists due to injury to life, limb or health.
- The above limitations of liability apply equally to claims for compensation of futile expenses (§ 284 of the BGB). The above provisions do not entail any change in the burden of proof to the detriment of the customer.
- The Seller does not assume liability for the goods delivered by it breaching any industrial property rights of third parties. If the delivered goods are made according to the designs or instructions of the Buyer, the Buyer must indemnify the Seller against all claims which are made due to the violation of industrial property rights of third parties.
- The above limitations of liability shall apply equally to breaches of duty by the Seller’s executive bodies and vicarious agents.
§ 9 Offsetting and retention
- The Buyer shall only entitled to withhold payments due to undisputed or judicially upheld counterclaims or due to possible counterclaims from the same contractual obligation.
- The Buyer shall only be entitled to offset undisputed or judicially upheld counterclaims or counterclaims from the same contractual obligation.
- The Seller’s entitlement to offsetting and retention is unrestricted within the limits of statutory provisions.
§ 10 Final provisions
- The laws of the Federal Republic of Germany shall apply exclusively, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of conflict of private international law, in particular the Rome I Regulation.
- The place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between the Buyer and the Seller under the terms of these GTC shall be the registered office of the Seller.
- Should individual clauses of these General Terms and Conditions be or become wholly or partly ineffective, then this shall not affect the effectiveness of the remaining clauses or parts of such clauses.
Current as of: December 2022