GTC
General Terms and Conditions
Provider
Adriagel GmbH
Glashüttenweg 4
65549 Limburg an der Lahn
Germany
Phone: +49 (0) 64 31 - 21 989 51
Fax: +49 (0) 0 64 31 - 21 989 41
Email: info@adriagel24.de
- hereinafter referred to as “Adriagel GmbH” -
Article1 General Provisions/Application
(1) All goods, services and offers of Adriagel GmbH are provided exclusively on the basis of these General Terms and Conditions. These General Terms and Conditions are part of all contracts between Adriagel GmbH and its contracting parties (hereinafter also referred to as “Customer”) on offered goods or services. If the Customer is an entrepreneur within the meaning of para. 3 sentence 2, these General Terms and Conditions also apply to all future goods, services or offers to the Customer, even if not separately agreed again.
(2) General terms and conditions of the Customer or third parties do not apply, not even if Adriagel GmbH does not object to their application separately. Even if Adriagel GmbH refers to a document that includes or refers to the general terms and conditions of the Customer or of a third party, this does not represent consent to the application of these general terms and conditions.
(3) A consumer within the meaning of these GTC means every natural person who concludes a legal transaction for purposes that predominantly are outside of his or her trade, business or profession. An entrepreneur within the meaning of these GTC means a natural or legal person or a partnership with legal personality who or which, when concluding a legal transaction, acts in exercise of their trade, business or profession.
Article 2 Provisions and Information on Contract Conclusion
(1) General Provisions
All offers of Adriagel GmbH merely represent a non-binding request for the Customer to submit an offer.
(2) Technical Steps Leading to Purchase Contract Conclusion
a) Orders via the Online Shop
To place one or multiple orders via our online shop, items must first be clicked on to be put in the “shopping basket” link or button. In the “shopping basket” (which may be accessed at any time via a link on the shop), the Customer will be guided through the order process with an explanation of each step and request to enter required information. The order process will be completed when the Customer clicks on “Place order.” This constitutes the offer of the Customer to conclude a contract which Adriagel GmbH may accept within 2 business days.
Adriagel GmbH will accept an order by—after sending order confirmation—separately confirming the order or delivering the goods. A contract will be concluded by Adriagel GmbH accepting the order. Contrary to the above, a contract may be concluded before sending order confirmation if the order confirmation includes a payment request or if the payment process is initiated and completed during or directly after completing the order.
b) Orders by Telephone, Email, Fax or Letter
If explicitly offered in the online shop, a contract may be concluded when the Customer places an order by telephone, email, fax or letter as follows: the customer declares his or her binding intent verbally or in writing to purchase a specific item from the online shop. This constitutes the offer of the Customer to conclude a contract which Adriagel GmbH may accept within 5 days of receipt. Adriagel GmbH will accept the offer by sending shipping confirmation or delivering the goods. A purchase contract will be concluded thereby.
(3) Contract Text Storage and Access
Adriagel GmbH stores the contract text and will send order data and contract conditions to the Customer by email. Adriagel GmbH thereby enables conditions of contract to be accessed by the Customer and stored in reproduceable form. Contract text stored by Adriagel GmbH may—except freely available GTC—only be accessed via registered customer accounts.
(4) Input Error Detection and Correction
To detect and prevent input errors during the order process, an overview will be displayed to allow the Customer to review all parts of the order and make corrections in the text box or by using the “Back” button of his or her browser before completing the order.
(5) Available Languages
The language of contract is German.
Article 3 Prices and Payment Conditions
(1) The prices displayed when the order is placed apply. Packaging and shipping costs will, if charged, be calculated additionally and displayed to the Customer in time. When placing an order from abroad, your bank or country may charge fees or taxes, such as (import) customs or processing fees, unknown to Adriagel GmbH. Such costs are not paid via or billed by Adriagel GmbH.
(2) Adriagel GmbH accepts all payment methods listed on its website. Adriagel GmbH will send an invoice to the Customer in text form, at the latest with the delivery of the ordered goods.
The total purchase price of ordered goods must be paid using the chosen payment method.
(4) For entrepreneurs, Adriagel GmbH may require advance payment or collateral for goods or services.
Article 4 Packaging and Shipping Costs, Transfer of Risk
Packaging and shipping costs will, if charged, be displayed to the buyer in time before completing the order. Shipping costs amount to 7% and packaging costs to 3% of the net value of the order.
For Entrepreneurs
(1) Risk will be transferred to the Customer, at the latest, when the goods are handed to (i.e., loaded by) the carrier, forwarder or other third party commissioned for shipment. This also applies to other services (e.g., shipment or installation) by Adriagel GmbH and partial deliveries. If shipment or handover is delayed for reasons caused by the Customer, risk will be transferred to the Customer on the day on which Adriagel GmbH was ready to ship and reported this to the Customer.
(2) The shipping method and packaging are subject to the discretion of Adriagel GmbH.
(3) Storage costs after risk has been transferred must be borne by the Customer. If stored by Adriagel GmbH, storage costs amount to 0.25% of the invoice amount of the goods to be stored per week. Additional storage costs may be charged and evidence of further or lower storage costs remains reserved.
(4) Adriagel GmbH will only insure shipments against theft, breakage or transport, fire or water damage or other insurable risks if explicitly requested and only at the expense of the Customer.
Article 5 Deliveries and Delivery Periods
For Consumers
(1) Goods will be delivered to the Customer by a third-party service provider (delivery service). For shipments by a carrier, the place of performance is agreed as “free kerbside,” i.e., the delivery will be made at your door, at ground level, not including any steps.
(2) Delivery periods are specified on the shop in either the item description or separate shipping information.
(3) Partial deliveries are permitted if the Customer
a) is informed of this option and of the consequences in our Cancellation Policy and
b) is not evidently uninterested in them and they are not obviously unreasonable. Partial deliveries are reasonable where
- a partial delivery is usable to the Customer for the contractually-intended purpose;
- delivery of the remaining ordered goods is ensured; and
- no additional work or costs are required for the Customer, or any such costs will be borne by the seller.
(4) In the case of partial deliveries, transport and packaging costs will, if charged, only be charged once.
For Entrepreneurs
(1) Deliveries are made from 65549 Limburg an der Lahn, Germany.
(2) Delivery periods and dates stated by Adriagel GmbH are merely approximations, unless a fixed delivery or service period or date is assured or agreed. Where shipping is agreed, delivery and service periods and dates are based on the time of handover to the carrier, forwarder or other third party commissioned for shipment.
(3) Adriagel GmbH may—without prejudice to rights derived from default by the Customer—have the Customer extend delivery and service periods or postpone delivery and service dates by the period for which the Customer fails to comply with contractual obligations to Adriagel GmbH.
(4) Adriagel GmbH is not liable for delivery impossibility or delays caused by force majeure or other incidents that were unforeseeable when concluding the contract (e.g., operational disruptions of any kind, material or energy procurement problems, transport delays, strikes, lawful lockouts, labour, energy or raw material shortages, difficulties obtaining necessary licences, official measures or failed, incorrect or late deliveries from suppliers) and for which Adriagel GmbH is not responsible. Where such incidents significantly impair or prevent Adriagel GmbH from providing goods or services and the impairment is not merely temporary, Adriagel GmbH may withdraw from the contract. In case of temporary hindrances, delivery or service periods will be extended or delivery or service dates will be postponed by the period of impairment minus an appropriate lead time. Should the delay render acceptance of the goods or service unreasonable for the Customer, the Customer may withdraw from the contract through an immediate written statement to Adriagel GmbH.
Article 6 Place of Performance and Acceptance for Entrepreneurs
(1) The place of performance for any obligations under the contract is 65549 Limburg an der Lahn, Germany, unless specified otherwise.
Where Adriagel GmbH agrees to perform installation services, the place of performance is the place where the installation is to be made.
(2) Where acceptance is necessary, purchased goods will be deemed accepted when
a) the delivery and, if Adriagel GmbH must also perform installation services, the installation is completed;
b) Adriagel GmbH informs the Customer thereof while noting the fictitious acceptance and requests acceptance;
c) twelve business days have passed since the delivery or installation or the Customer begins using the purchased goods (e.g., by commissioning the delivered system) and, in this case, 6 business days have passed since the delivery or installation; and
d) the Customer fails to accept the goods during this period for a reason other than a defect reported to Adriagel GmbH due to which use of the purchased goods is impossible or significantly impaired.
Article 7 Warranty
Consumer Warranties
(1) Liability for defects and corresponding periods established by law apply.
(2) A warranty included in an offer is without prejudice to defect liability established by law.
Entrepreneur Warranties
(1) The warranty period lasts one year as of delivery or, in the case of acceptance, acceptance.
(2) Delivered goods must be examined without undue delay upon delivery to the Customer or third party designated by the Customer. Goods are deemed accepted if no obvious or other defects that were detectable during an immediate and proper examination are reported to Adriagel GmbH in writing within seven business days of delivery or detection of the defect or of the date on which the Customer detected the defect through normal use without close examination. If requested by Adriagel GmbH, delivered goods for which objections were raised must be returned CPT Adriagel GmbH. If legitimate defects are reported, return costs will be borne by Adriagel GmbH; this does not apply if costs increase because the delivered goods are at a location other than the place of their intended use.
(3) If delivered goods are defective, Adriagel GmbH may and must provide either rectification or a replacement to be determined at its discretion within an appropriate period. In the case of failure, i.e., impossibility, unreasonableness, refusal or undue delay of the rectification or replacement, the Customer may withdraw from the contract or appropriately reduce the purchase price.
(4) If components of other manufacturers exhibit defects which Adriagel GmbH cannot remedy due to licensing or objective reasons, Adriagel GmbH’s warranty claims may, at its discretion, be asserted against the manufacturer and supplier for the account of or assigned to the Customer. In case of such defects, warranty claims of Adriagel GmbH are only established under these conditions and these General Terms and Conditions if the above-stated claims could not be asserted against the manufacturer and supplier in court, e.g., due to insolvency. While the legal dispute lasts, the limitation of the Customer’s warranty claims against Adriagel GmbH will be suspended.
(5) If agreed with the Customer, used goods will be delivered without a warranty.
(6) Claims to compensation for liability by Adriagel GmbH are not limited by the above warranty provisions.
Article 8 Retention of Title
Retention of Title for Consumers
Title for all delivered goods is retained by Adriagel GmbH until the purchase price is fully paid.
Retention of Title for Entrepreneurs
(1) The retention of title agreed below serves to secure all current and future claims of Adriagel GmbH against the Customer from the business relationship between the contracting parties (including claims to settlement of current accounts limited to this relationship).
(2) Title to goods delivered to the Customer by Adriagel GmbH will remain with Adriagel GmbH until all secured claims have been settled. These goods and the goods subject to retention of title and that take their place under this clause are hereinafter referred to as reserved goods.
(3) The Customer must store reserved goods for Adriagel GmbH free of charge.
(4) The Customer may process and sell reserved goods through the ordinary course of business until their recovery (para. 9). Pledges and use as collateral are not permitted.
(5) Reserved goods processed by the Customer are agreed to be processed on behalf and for the account of Adriagel GmbH as the manufacturer who will directly obtain ownership or—if material of multiple owners is processed or the value of the processed goods exceeds that of the reserved goods—co-ownership (fractional ownership) of the newly-created goods at the ratio of the value of the reserved goods to that of the newly-created goods. If Adriagel GmbH does not obtain such ownership, the Customer already hereby transfers any future ownership or co-ownership—at the above-stated ratio—to Adriagel GmbH as collateral. If reserved goods are combined with another object into a uniform object or inseparably mixed and if one of the other objects must be considered the main object, the Customer must proportionately transfer co-ownership of the uniform object at the ratio specified in sentence 1 if the Customer owns the main object.
(6) If reserved goods are resold, the Customer already hereby assigns the resulting claims from the buyer to Adriagel GmbH—proportionately according to Adriagel GmbH’s co-ownership share, if Adriagel GmbH co-owns the reserved goods. The same applies to other claims that take the place of or are otherwise established for the reserved goods, e.g., insurance claims or claims from unlawful acts in case of loss or destruction. Adriagel GmbH authorises the Customer to, in the Customer’s name, collect the claims assigned to Adriagel GmbH. Adriagel GmbH may only revoke this collection authorisation in case of recovery of the reserved goods.
(7) If a third party accesses reserved goods, in particular by means of attachment, the Customer must note the ownership of and immediately inform Adriagel GmbH to enable Adriagel GmbH to enforce its property rights. If the third party is unable to reimburse the company for resulting court or out-of-court costs, the Customer will be liable to Adriagel GmbH for these expenses.
(8) Adriagel GmbH will release the reserved goods and the objects or claims taking their place if their value exceeds the value of the secured claims by more than 50%.
(9) Should Adriagel GmbH withdraw from the contract (recovery) due to a breach of contract by the Customer—especially default—, it may recover the reserved goods.
Article 9 Complaint Management, Dispute Resolution
Adriagel GmbH’s complaint management system satisfies the requirements of due diligence. The Customer may file a complaint in writing or verbally through the means of communication and to the addresses/names specified herein. Timely processing is assured.
Please note that Adriagel GmbH is neither required nor willing to participate in dispute resolution involving a consumer arbitration board.
Article 10 Cancellation Rights Exclusion and Premature Expiration
Cancellation rights of the Customer are not established where the Customer acts in exercise of his or her trade, business or profession and as an entrepreneur within the meaning of Article 14 of the German Civil Code [Bürgerliches Gesetzbuch (BGB)] when concluding a contract.
Furthermore, cancellation rights are not established for contracts
- on the delivery of goods that are not prefabricated and whose production requires an individual selection or specification by the consumer or which are clearly tailored to the personal needs of the consumer;
- on the delivery goods that may soon spoil or exceed their expiry date;
- on the delivery of alcoholic beverages whose price was agreed during contract conclusion, but which can only be delivered, at the earliest, after 30 days and whose value depends on market fluctuations which the entrepreneur cannot influence;
- on deliveries of newspapers or magazines, except for contracts for subscriptions;
- for consumers, if the order is placed from and the delivery is made to a country that is not a member of the European Union.
Cancellation rights will expire prematurely for contracts
- on the delivery of sealed goods which cannot be returned for health or hygiene reasons after the seal has been removed;
- on the delivery of goods that have been inseparably mixed with other goods after delivery due to their condition;
- on the delivery of audio or video recordings or computer software in sealed packaging if the seal is removed after delivery.
Article 11 Final Provisions
(1) Should a provision of these General Terms and Conditions be ineffective, this will not affect the effectiveness of the remaining provisions. This especially applies to concluded contracts. The ineffective clause will be replaced with the corresponding legal provision. This only does not apply where continuing the contract is unreasonable for either party. In this case, the entire contract will be void.
(2) The contracting parties agree that all legal relationships under the contract are governed by the law of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods, unless the consumer would thereby lose the protection provided by the law of the state of his or her habitual residence. In the latter case, the law of the state of the consumer’s habitual residence applies.