General Terms and Conditions of Sale, Delivery and Assembly
Clip'n'Shade GmbH
1. SCOPE AND DEFINITION
1.1 These General Terms and Conditions of Sale, Delivery and Installation apply to all contracts concluded with ClipnShade GmbH under www.clipnshade.de or any other sales channels. Any contractual conditions of the customer that contradict or deviate from these terms and conditions will not be accepted.
2. OFFER, CONCLUSION OF CONTRACT, CANCELLATION
2.1 Our offers are aimed exclusively at persons of legal age and full legal capacity and at companies whose authorised representatives are acting on their behalf in business transactions.
2.2 Our offers do not constitute a binding offer, but an invitation to the customer to submit an offer.
2.3 The customer's order constitutes a legally binding offer to conclude a contract. We are authorised to accept this offer within two working days. Acceptance shall be made by express declaration to the customer by e-mail or letter, enclosing these terms and conditions or referring to the text accessible on our website.
2.4 The e-mail automatically generated following the customer's order, which confirms receipt of the order, does not constitute acceptance of the contract, but merely serves to inform the customer and to fulfil statutory information obligations.
2.5 The customer is entitled to a right of cancellation within 14 days of receipt of the goods for contracts concluded in online trading, including by e-mail or telephone, in accordance with §§ 312 para. 1, 355 BGB. The cancellation must be made in writing and within the deadline (date of dispatch) (contact details: ClipnShade GmbH, Dillberg 14, 97828 Marktheidenfeld, phone: 09391 205600, e-mail: info@clipnshade.de).
3. DELIVERY
3.1 Delivery shall be made to the delivery address specified by the customer.
3.2 If the customer is obliged to make advance payment, the performance times/delivery dates stated in offers depend on the customer having made payment immediately after conclusion of the contract.
3.3 Where possible, delivery shall be made in one consignment. However, we shall be entitled to make partial deliveries and render partial services insofar as these are reasonable for the customer.
3.4 Delays in delivery caused by us or one of our sub-suppliers/subcontractors due to force majeure or due to circumstances equivalent to force majeure (such as currency and trade policy or other sovereign measures, strikes, operational disruptions such as fire, machine defects, breakage, shortage of raw materials or energy) shall entitle us to postpone delivery for the duration of the hindrance. If the fulfilment of the contract becomes unreasonable for the customer due to the delay, the customer is entitled to withdraw from the contract. In the event of impediments to performance that are not merely temporary, we shall be entitled to withdraw from the contract.
3.5 Our products are delivered exclusively as kits in the size ordered. In the case of customised products, all components are delivered cut to size but not assembled. The customer is responsible for the final assembly.
4. UNAVAILABILITY OF THE SERVICE
4.1 Every offer is subject to self-supply. If the ordered goods are not available because we are not supplied by our supplier, unforeseeably and through no fault of our own, we have the right to withdraw from the contract. In this case, we will inform the customer immediately that delivery is not possible and refund any purchase price already paid without delay.
4.2 Liability for damages due to non-fulfilment is excluded insofar as we have acted neither grossly negligently nor intentionally with regard to the lack of availability; any liability due to pre-contractual fault remains unaffected.
5. PRICES AND SHIPPING COSTS
5.1 The prices quoted by us include the applicable value added tax. VAT is shown separately in the order process.
5.2 Any shipping costs incurred are shown in the order process.
6. PAYMENT, INVOICE, DUE DATE AND DEFAULT
6.1 We only accept the payment methods listed in our offer.
6.2 The customer is obliged to pay in advance, unless a payment option on account is specified in the payment process.
6.3 We are authorised to send invoices exclusively by electronic means, provided that these comply with VAT regulations.
7. RESERVATION OF TITLE
7.1 Sale to private end consumers
The delivered goods shall remain our property until full payment has been made. In the event of seizure of the reserved goods by third parties, the customer shall draw attention to our ownership and inform us immediately.
7.2 Sale to commercial end users
We reserve title to all goods delivered until full payment of our total claims arising from all business relations with the contractual partner.
The retention of title shall also apply if the claim for specific deliveries of goods designated by the customer has been paid. The retention of title shall serve as security for our balance claim. The handling and processing of the goods delivered by us and still owned by us shall always be carried out on our behalf without any liabilities arising for us. If the goods subject to retention of title are mixed, blended or combined with other items, the contractual partner hereby assigns to us his ownership or co-ownership rights to the new item.
The contractual partner may only sell the goods owned by us in the regular course of business, provided he is not in default of payment. He hereby assigns to us by way of security the claims against third parties to which he is entitled from the sale. The contractual partner remains authorised to collect claims as long as he is not in default of payment to us.
In the event of seizure and judicial security measures, the contractual partner must inform its creditors of our right of ownership.
8. OBLIGATION TO GIVE NOTICE OF DEFECTS AND WARRANTY
8.1 If the customer is an entrepreneur, he is obliged to inspect the goods delivered by us for obvious defects (§ 377 HGB). Notices of defects due to obvious defects must be submitted to us in writing within one week of delivery of the goods to the customer. Hidden defects that cannot be detected even after immediate careful inspection must be reported to us in writing immediately after discovery, at the latest within one week of discovery. Timely despatch of the complaint shall suffice to meet the deadline. The assertion of warranty claims is excluded after expiry of the aforementioned deadlines.
8.2 In the event of a defect, the warranty is initially limited to subsequent fulfilment by us. We shall be entitled, at our discretion, to rectify the defect and/or make a replacement delivery. If we do not fulfil this obligation within a reasonable period of time or if the rectification of defects fails despite repeated attempts, the customer shall be entitled to either reduce the purchase price or withdraw from the contract.
8.3 If the customer is an entrepreneur, warranty claims shall lapse within one year of delivery of the goods, unless we have acted fraudulently.
8.4 If the customer is a consumer, the statutory warranty period shall apply.
8.5 Warranty claims are excluded if the defect is due to improper handling, transport or assembly for which the contractual partner is responsible. We accept no liability for services provided by external companies.
9. LIABILITY
9.1 We are liable for grossly negligent and wilful breaches of duty.
9.2 If the customer is an entrepreneur, our liability for non-intentional acts shall be limited to the damage typically foreseeable at the time of conclusion of the contract. In the event of slight negligence, we shall only be liable in the event of a breach of material contractual obligations and limited to the damage typically foreseeable at the time of conclusion of the contract. We are not liable for other damages caused by slight negligence due to a defect in the goods. These limitations shall not apply in the event of injury to life, limb or health. Any liability for pre-contractual fault or under the Product Liability Act remains unaffected by these limitations of liability.
9.3 If the customer is a consumer, we shall only be liable in the event of slight negligence in the event of a breach of material contractual obligations and limited to the damage typically foreseeable at the time of conclusion of the contract. We are not liable for other damages caused by slight negligence due to a defect in the object of purchase. These limitations shall not apply in the event of injury to life, limb or health. Any liability due to pre-contractual fault or under the Product Liability Act remains unaffected by these limitations of liability.
9.4 Irrespective of fault, we shall only be liable in the event of fraudulent concealment of a defect or from the assumption of a guarantee or assurance.
10. FINAL PROVISIONS
10.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
10.2 The customer is hereby informed that we process personal data collected during the ordering process in accordance with the provisions of the General Data Protection Regulation and the applicable national laws.
10.3 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 this contractual relationship shall be Würzburg.
10.4 Should individual provisions of this contract be wholly or partially invalid, this shall not affect the validity of the remaining clauses or parts of clauses.
Status: June 2023
