General terms and conditions with customer information
- Scope of Application
- Offers and Service Descriptions
- Ordering Process and Conclusion of Contract
- Prices and Shipping Costs
- Delivery, Product Availability
- Payment Terms
- Retention of Title
- Customer Account
- Warranty against Defects and Guarantee
- Liability
- Storage of the Contract Text
- Schlussbestimmungen
1. Scope of Application
1.1. The following General Terms and Conditions, in the version valid at the time of the order, shall apply exclusively to the business relationship between [Open Logic Systems GmbH & Co. KG, Managing Director: Markus De Wendt, Kleikamp 26, 48720 Rosendahl] (here in after referred to as the “Seller”) and the customer (here in after referred to as the “Customer”).
1.2. For the purposes of these General Terms and Conditions, a consumer is any natural person who concludes a legal transaction for a purpose that can be attributed predominantly neither to their commercial nor to their independent professional activity. An entrepreneur 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.
1.3. Deviating terms and conditions of the customer shall not be recognized unless the seller expressly agrees to their applicability.
2. Offers and Service Descriptions
2.1 The presentation of products in the online shop does not constitute a legally binding offer, but rather an invitation to place an order. Product descriptions in catalogs and on the Seller’s websites do not constitute an assurance or guarantee.
2.2 All offers are valid “while stocks last”, unless otherwise stated on the products. Errors excepted.
3. Ordering Process and Conclusion of Contract
3.1. The customer may select products from the seller’s assortment on a non-binding basis and collect them in a so called shopping cart by clicking the Add to Cart button. Within the shopping cart, the product selection can be modified for example, by deleting items. Subsequently, the customer may proceed to complete the order process from within the shopping cart by clicking the [Proceed to Checkout] button.
3.2. By clicking the [Order with obligation to pay] button, the customer submits a binding offer to purchase the goods contained in the shopping cart. Before submitting the order, the customer may review and modify their details at any time, return to the shopping cart using the browser’s “Back” function, or cancel the entire ordering process. Required fields are marked with an asterisk (*).
3.3. Subsequently, the Seller sends the Customer an automated acknowledgment of receipt via email, which reiterates the Customer’s order and which the Customer may print out using the “Print” function (Order Confirmation). This automated acknowledgment of receipt merely documents that the Customer’s order has been received by the Seller and does not constitute an acceptance of the offer. A purchase contract is concluded only when the Seller ships or hands over the ordered product to the Customer within two days, or confirms the shipment to the Customer within two days via a second email, an explicit order confirmation, or the issuance of an invoice. Furthermore, acceptance may be effected by a payment request issued by the Seller to the Customer, and, at the latest, by the completion of the payment process. In the event of multiple acts of acceptance, the earliest point in time at which acceptance occurred shall be deemed decisive. If the Seller fails to accept the Customer’s offer within the specified acceptance period, no contract shall be concluded, and the Customer shall no longer be bound by their offer.
3.4 In the case of customers who are companies, the aforementioned period for dispatch, handover or order confirmation is seven days instead of two.
3.5. Should the seller offer the option of payment in advance, the contract is concluded upon the provision of the bank details and the payment request. If payment despite being due has not been received by the seller within 10 calendar days following the dispatch of the order confirmation, even after a renewed request, the seller shall withdraw from the contract; as a result, the order becomes void, and the seller is released from any obligation to deliver. The order shall then be deemed settled for both the buyer and the seller, without further consequences. Consequently, items are reserved for a maximum of 10 calendar days in cases involving payment in advance.
4. Prices and Shipping Costs
4.1. All prices listed on the seller’s website include the applicable statutory value-added tax.
4.2. In addition to the stated prices, the seller charges shipping costs for delivery. The shipping costs are clearly communicated to the buyer on a separate information page and during the order process.
5. Delivery, Product Availability
5.1. In so far as payment in advance has been agreed upon, delivery shall take place following receipt of the invoice amount.
5.2. Should the delivery of the goods fail despite three delivery attempts due to the fault of the buyer, the seller may withdraw from the contract. Any payments already made shall be refunded to the customer without delay.
5.3. If the ordered product is unavailable because the seller, through no fault of their own, has not been supplied with said product by their supplier, the seller may withdraw from the contract. In such a case, the seller shall inform the customer immediately and, where appropriate, propose the delivery of a comparable product. If no comparable product is available, or if the customer does not wish to receive a comparable product, the seller shall immediately refund to the customer any payments already made.
5.4. Customers are informed of delivery times and delivery restrictions (e.g., restricting deliveries to specific countries) on a separate information page or within the respective product description.
5.5 In the case of customers who are companies, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment; the specified delivery dates and deadlines are not fixed dates, unless otherwise promised or agreed.
5.6 The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to unforeseeable events that make delivery significantly more difficult or impossible for the Seller, even in the case of bindingly agreed deadlines and dates. In this case, the seller is entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period. The right to postpone the deadline also applies to customers who are entrepreneurs in cases of unforeseeable events that affect the operations of an upstream supplier and for which neither the supplier nor the seller is responsible. For the duration of this hindrance, the customer shall also be released from his contractual obligations, in particular payment. If the delay is unreasonable for the customer, the customer may withdraw from the contract by written declaration after a reasonable period to be set by the customer or by mutual agreement with the seller.
6. Payment Terms
6.1. During and prior to the completion of the ordering process, the customer may select from the available payment methods. Customers are informed of the available payment methods on a separate information page.
6.2. If payment by invoice is available, payment must be made within 30 days of receipt of the goods and the invoice. For all other payment methods, payment must be made in advance without deduction.
6.3. If third-party providers are engaged to handle payment processing for example, PayPal their General Terms and Conditions apply.
6.4. If the payment due date is determined by the calendar, the customer is deemed to be in default simply by failing to meet the deadline. In this case, the customer is required to pay statutory default interest.
6.5. The customer’s obligation to pay default interest does not preclude the seller from claiming further damages resulting from the delay.
6.6. The customer is entitled to a right of set-off only if their counterclaims have been finally established or acknowledged by the seller. The customer may exercise a right of retention only insofar as the claims arise from the same contractual relationship.
7. Retention of Title
Until full payment has been received, the delivered goods shall remain the property of the Seller.
For customers acting as entrepreneurs, the following supplementary provisions apply: The Seller retains title to the goods until all claims arising from an ongoing business relationship have been fully settled. As long as title has not yet passed to the Buyer, the Buyer is obliged to handle the purchased goods with due care. In particular where appropriate or customary within the industry the Buyer is obliged to insure the goods at their own expense against theft, fire, and water damage for their full replacement value. Should maintenance or inspection work be required, the Buyer must carry this out in a timely manner and at their own expense. Any processing or alteration of the reserved goods by the customer shall always be deemed to be performed on behalf of the Seller. If the reserved goods are processed together with other items not owned by the Seller, the Seller shall acquire co-ownership of the resulting new item in proportion to the value of the reserved goods relative to the other processed items at the time of processing. In all other respects, the same provisions applicable to the reserved goods shall apply to the item resulting from such processing. The customer also hereby assigns to the Seller by way of security for the claims held against the customer any claims arising against a third party as a result of the reserved goods being combined with real property. The customer must immediately notify the Seller of any third-party access to goods owned or co-owned by the Seller. The customer shall bear any costs incurred as a result of such third-party interventions, including costs for third-party objection proceedings or for the extrajudicial release of the goods. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to the Seller by way of security and in full all claims arising from the resale or any other legal grounds pertaining to the reserved goods (including all balance claims arising from current accounts). The Seller revocably authorizes the Customer to collect the claims assigned to the Seller for the Seller’s account and in the Customer’s own name. This authorization to collect may be revoked if the Customer fails to duly fulfill its payment obligations. The Seller undertakes to release the collateral held by the Seller upon the Customer’s request, provided that the aggregate realizable value of such collateral exceeds the sum of all outstanding claims of the Seller arising from the business relationship by more than 10% (or by more than 50% in the event of a realization risk). The seller is responsible for selecting the securities to be released. Upon the full settlement of all claims of the Seller arising from delivery transactions, ownership of the reserved goods and the assigned claims shall pass to the Buyer. The seller is responsible for selecting the securities to be released.
8. customer account
8.1 The seller provides the customer with a customer account. Within the customer account, customers are provided with information about the orders and their customer data stored with the seller. The information stored in the customer account is not public.
8.2. Customers can also place an order as a guest, without having to create a customer account.
8.3. Customers are obliged to provide truthful information in their customer accounts and to update this information to reflect changes in their actual circumstances whenever necessary (e.g., updating their email address in the event of a change, or updating their postal address prior to placing an order). Customers are responsible for any disadvantages or losses arising from the provision of incorrect information.
8.4. The customer account may be used only in accordance with applicable statutory provisions specifically regulations regarding the protection of third-party rights and subject to the Seller’s General Terms and Conditions, utilizing the access interfaces and other technical access mechanisms provided by the Seller. Any other form of use particularly through external software such as bots or crawlers is prohibited.
8.5. Insofar as customers store, provide, or otherwise post content or information (here in after referred to as “Content”) within their customer account, the customers shall be responsible for such information. The Seller does not adopt the customers’ Content as its own. However, the Seller reserves the right to take appropriate measures, depending on the degree of risk of legal infringement posed by the Content particularly the risk to third parties. Such measures which take into account the criteria of necessity, proportionality, due diligence, objectivity, and reasonableness, as well as the interests of all parties involved (and, in particular, the fundamental rights of the customers) may include the (partial) deletion of Content, requests for action or explanation, warnings and formal notices, as well as bans from the premises.
8.6. Customers may terminate their customer account at any time. The Seller may terminate a customer account at any time upon reasonable notice, which typically amounts to two weeks. Such termination must be reasonable for the Customer. The Seller reserves the right to terminate the account for extraordinary reasons.
8.7. From the time of termination, the customer account and the information stored therein are no longer available to the customer. It is the customer’s responsibility to back up their data upon termination of the customer account.
9. Warranty for Defects and Guarantee
9.1. Warranty liability (liability for defects) shall be governed by statutory provisions, subject to the following regulations.
9.2. A warranty for goods supplied by the seller exists only if it has been expressly provided. Customers are informed of the warranty terms prior to initiating the ordering process.
9.3 If the customer is an entrepreneur, he must inspect the goods immediately without prejudice to statutory obligations to give notice of defects and notify the supplier in writing of recognizable material defects immediately, at the latest within two weeks of delivery, and of non-recognizable material defects immediately, at the latest within two weeks of discovery. Deviations in quality, weight, size, thickness, width, finish, pattern and color that are customary in the trade and permissible or minor in accordance with quality standards shall not constitute defects.
9.4 If the customer is an entrepreneur, the choice between rectification or subsequent delivery of defective goods shall be made by the seller.
9.5 Without prejudice to the liability provisions of these GTC, material defects shall generally become statute-barred one year after the transfer of risk for customers who are entrepreneurs, unless longer periods are prescribed by law, in particular in the case of special provisions for the entrepreneur’s recourse. In the case of used goods, the warranty of customers who are entrepreneurs is excluded.
9.6 If the customer, who is an entrepreneur, has installed the defective item within the meaning of Section 439 (3) BGB in another item or attached it to another item in accordance with its type and intended use, the seller is not obliged, subject to an express agreement and without prejudice to the other warranty obligations, to reimburse the customer for the necessary expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item within the scope of subsequent performance. Accordingly, the seller is also not obliged to reimburse expenses for the removal of the defective item and the installation or fitting of the repaired or delivered defect-free item in the context of recourse by the customer within the supply chain (i.e. between the customer and its customers).
10. Liability
10.1. With respect to the Seller’s liability for damages, and without prejudice to other statutory prerequisites for claims, the following exclusions and limitations of liability shall apply.
10.2. The seller is liable without limitation insofar as the cause of the damage is based on intent or gross negligence.
10.3. Furthermore, the Seller shall be liable for the slightly negligent breach of material obligations the breach of which jeopardizes the attainment of the contractual purpose or for the breach of obligations the fulfillment of which is essential for the proper execution of the contract and upon the observance of which the Customer regularly relies. In such cases, however, the Seller shall be liable only for foreseeable damages typical for the contract. The Seller shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.
10.4. The foregoing limitations of liability do not apply in cases of injury to life, body, or health; in the event of a defect following the assumption of a guarantee regarding the quality of the product; or in cases of defects fraudulently concealed. Liability under the Product Liability Act remains unaffected.
10.5. To the extent that the seller’s liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents.
11. Storage of the Contract Text
11.1. The customer may print out the text of the contract prior to submitting the order to the seller by using their browser’s print function during the final step of the ordering process.
11.2. The seller will also send the customer an order confirmation containing all order details to the email address provided by the customer. Along with the order confirmation—or, at the latest, upon delivery of the goods—the customer will also receive a copy of the General Terms and Conditions, together with the cancellation policy and information regarding shipping costs as well as delivery and payment terms. If you have registered in our shop, you can view your placed orders within your profile area. Furthermore, we store the text of the contract, though we do not make it accessible via the Internet.
11.3 Customers who are entrepreneurs can receive the contract documents by e-mail, in writing or by referring to an online source.
12. Final Provisions
12.1. If the buyer is an entrepreneur, then—subject to any other agreements or mandatory statutory provisions—the place of performance shall be the seller’s registered office; furthermore, the place of jurisdiction shall be the seller’s registered office if the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the buyer has no general place of jurisdiction within the country where the seller is domiciled. The seller expressly reserves the right to elect another permissible place of jurisdiction.
12.2 In the case of entrepreneurs, 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, provided that this does not conflict with any mandatory statutory provisions.
12.3. The language of the contract is German.
12.4. European Commission Online Dispute Resolution (ODR) platform for consumers: http://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.