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 at www.clipnshade.de or any other sales channel. Any contractual terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be accepted.

2. OFFER, CONCLUSION OF CONTRACT, REVOCATION

2.1 Our offers are directed exclusively to persons of full age and legal capacity as well as to companies whose representatives are authorised to act on their behalf in business transactions.

2.2 Our offers do not constitute a binding offer, but an invitation to submit an offer by the customer.

2.3 The customer's order constitutes a legally binding offer to conclude a contract. We are entitled 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 yet constitute acceptance of the contract, but merely serves to inform the customer and to fulfil statutory information obligations.

2.5 The customer has a right of revocation 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 revocation must be made in writing and in due time (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 provided 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 Delivery shall be made in one consignment if possible. However, we are entitled to make partial deliveries and render partial services insofar as these are reasonable for the customer.

3.4 Delays in delivery which occur to us or to one of our sub-suppliers/subcontractors due to force majeure or due to circumstances which are equivalent to force majeure (such as, for example, measures of monetary and trade policy or other sovereign measures, strikes, operational disruptions such as, for example, fire, machine defects, breakage, shortage of raw materials or energy) shall entitle us to postpone the delivery for the duration of the hindrance. If the performance of the contract becomes unreasonable for the customer due to the delay, the customer shall be 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 made-to-measure products, all components are cut to size but are not delivered fully 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 through no fault of our own and not foreseeable at the time of conclusion of the contract, we have the right to withdraw from the contract. In this case, we will immediately inform the customer that delivery is not possible and immediately refund any purchase price already paid.

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 sales tax. The sales tax will be shown separately in the order process.

5.2 Any shipping costs incurred will be shown in the order process.

6. PAYMENT, INVOICE, DUE DATE AND DEFAULT

6.1 As a matter of principle, we only accept the payment methods listed within the scope of 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 entitled to send invoices exclusively by electronic means, provided that they comply with the requirements of value added tax law.

7. RESERVATION OF OWNERSHIP

7.1 Sale to private end consumers

The delivered goods remain our property until full payment has been made. In the event of access by third parties to the goods subject to retention of title, the customer shall point out our ownership and notify us immediately.

7.2 Sale to commercial end users

We reserve title to all goods delivered until full payment of our total claims 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 that are our property in the course of regular business transactions, provided that 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 shall remain entitled 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 shall inform his creditors of our right of ownership.

8. DUTY TO GIVE NOTICE OF DEFECTS AND WARRANTY

8.1 If the customer is an entrepreneur, he is obliged to inspect goods delivered by us for obvious defects (§ 377 HGB). Notifications of defects due to obvious defects must be made to us in writing within one week of handover of the goods to the customer. Hidden defects which cannot be detected even after immediate careful examination must be notified to us in writing immediately after discovery, at the latest within one week of discovery. The timely dispatch of the notice of defect shall be sufficient to meet the deadline. After expiry of the aforementioned deadlines, the assertion of warranty claims is excluded.

8.2 In the event of a defect, the warranty shall initially be limited to subsequent performance by us. We are entitled, at our discretion, to carry out a rectification of defects and/or a replacement delivery. If we do not fulfil this obligation within a reasonable period of time or if the rectification 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, the warranty claims shall become statute-barred within one year from the handover 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 do not accept any liability for services provided by outside companies.

9. LIABILITY

9.1 We are liable for grossly negligent and intentional breaches of duty.

9.2 If the customer is an entrepreneur, our liability for non-intentional acts is 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 shall not be liable for any other damage caused by slight negligence due to a defect in the goods. These limitations do not apply in the event of injury to life, limb or health. Any liability due to pre-contractual fault or according to 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 shall not be liable for any other damage caused by slight negligence due to a defect in the object of purchase. These limitations do not apply in the event of injury to life, limb or health. Any liability due to pre-contractual fault or according to 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 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 invalid in whole or in part, the validity of the remaining clauses or parts of clauses shall not be affected thereby.

Status: June 2023

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