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General Terms and Conditions for Online Sales

 General Terms and Conditions for Online Sales of Baumüller Dravinja d.o.o.

(Status: 01.05.2020)

  • 1 General information

1. These General Terms and Conditions for online sales (online-GTC) are part of the contract concludes between the customer and Baumüller Dravinja d.o.o. (hereinafter referred to as „Seller“ or „we“), which can be accessed via the Seller’s website. They shall also apply to all future online contracts with the customers, even if they have not been separately agreed upon again. Deviating conditions of the customer are not recognized, unless the seller expressly agrees to their validity.

2. We reserve the right to change these online terms and conditions as far as this is reasonable to the customer. The customer will be informed about the changes immediately. This information can also be forwarded by e-mail. If the customer does not disagree within four weeks after notification of the changed online GTC, they are considered approved and will also apply to existing contracts. The customer will be specifically informed of this fact in the notification of the change.

3. The customer is a user if the purpose of the ordered deliveries and services cannot be predominantly attributed to this commercial or independent professional activity. On the other hand, an employer is any natural or legal person or legal partnership, which acts in exercise of its commercial or independent professional activity when concluding the contract.

  • 2 Contractual conclusion

1. By presenting and advertising goods in the online shop, the seller does not make a binding offer to purchase certain goods.

2. Adults only can order.

3. The customer can select goods from the seller’s portfolio and collect them in a so-called shopping cart by clicking the button „Add to cart“. Before clicking on the button „Order with costs“, all the goods selected by the customer including the total price of the goods, are displayed again in an overview. Before submitting the order, the customer can change the data displayed in the order overview at any time and in particular – but not only – correct input errors. By clicking on the button „order with costs“, the customer accepts our online terms and conditions of business and contractual conditions and makes a binding offer to purchase the goods in the shopping cart.

4. Then the supplier sends the seller an automatic order confirmation by e-mail, in which the customer’s order is listed again and which the customer can print by using the „Print“ function. The automatic order confirmation only documents that the seller has received the customer’s order and does not represent an acceptance of the offer.

The contract enters into force when the following has been carried out:

  • With the shipping of the goods by the seller or  
  • with a written order confirmation or an order confirmation in text form (e-mail), whereby the receipt of the order confirmation by the customer is decisive
  • By a demand for payment.

A demand for payment is also made if the bank data is communicated to the customer or if the customer is forwarded to a payment service provider.

If several of the aforementioned alternatives are available, the contract shall be concluded at the point in time when one of the previously mentioned options for acceptance first occurs.

5. Upon delivery of the goods at the latest, the text of the contract (consisting of the order, online terms and conditions and order confirmation) is sent to the customer by the seller on a permanent data carrier (e-mail or paper printout) (contract confirmation). The text of the contract is stored by the seller in compliance with data protection.

  • 3 Right of withdrawal for user h

1. If the customer has purchased one or more goods in the online shop, which are delivered in one single delivery, the cancellation policy in Appendix 1 to these online terms and conditions applies.

2. If the customer has purchased several goods in the online shops that are delivered in separate deliveries, the cancellation policy in Appendix 2 to these online terms and conditions shall apply.

3. To practice the right of withdrawal you can use the sample withdrawal form in Appendix 3 of the online terms and conditions, but this is not mandatory.

4. There is no right of withdrawal for distance selling contracts:

- For the delivery of goods which are not preassembled and for the production of which an individual selection or determination by the user is decisive or which are clearly customized to the personal requirements of the user.

- For the delivery of sealed goods which are not suitable for return due to hygienic reasons as soon as their seal has been removed.

- For delivery of electronic goods in a sealed package if the seal is removed after delivery.

In case of withdrawal the customer has to bear the direct costs of the return shipment.

  • 4 Scope of delivery

An order is executed with regard to technical details in such a way that the goods meet the contractually agreed requirements. The design and modification of technical details are subject to our sole free decision until delivery, provided that § 4 sentence 1 is fulfilled.

  • 5 Prices, payments

1. The prices are ex works without packaging, unless otherwise agreed upon, plus the applicable statutory value added tax.

2. For the online shop the payment methods mentioned there are valid. Unless otherwise agreed upon or confirmed by us in writing, all further payments must be made net without any deductions upon delivery.

3. Payments can also be made via PayPal.

When paying by PayPal, you have the option of payments with MasterCard, VISA, American Express or your bank account. You can select between two options:

i. You have got a PayPal account: If you have selected the payment method PayPal in our order dialog, you will automatically be taken to the PayPal registration page after clicking on the button „order with costs“. Log in PayPal account with your access data account and process the payment.

ii. You do not have a PayPal account: In the PayPal payment dialog the note „You do not have a PayPal account yet?“ There you will find the link „Continue“. Click on this link to select your payment method as a guest. Here you have the choice between MasterCard, VISA, American Express and your bank account. The advantage: You do not have to register with PayPal.

  • 6 Delivery

1. Partial deliveries are possible, provided that it is acceptable to the customer.

2. An expressly bindingly agreed period of delivery shall start, in the case of payment in advance, on the day after the payment order is issued to the transmitting bank or, in the case of other forms of payment, on the day after the contractual agreement is concluded and shall end on expiry of the last day of the period. If the last day of the period is a Saturday, Sunday or a general holiday officially accepted at the place of delivery, the next working day shall take the place of such a day.

3. Without affecting the rights resulting from the customer’s delay, the seller can demand an extension of the delivery and performance deadlines by the period of time in which the customer does not meet his contractual obligations. However, the delivery period shall not commence before the customer has provided the documents, permits or releases to be provided by the customer.

4. The delivery period shall be met if the shipment is ready for shipping within the specified period and the customer has been informed accordingly or the delivery part has been handed over for shipping by the supplier.

5. The seller shall not be liable for delays in delivery if these are caused by a higher force or other events which were not foreseeable at the time of the conclusion of the contract and for which we are not responsible. If such events make delivery or performance substantially more difficult or impossible for us and if the issue is not only temporary, we are entitled to withdraw from the contract. In the event of only temporary circumstances, the delivery or service deadlines shall be extended or the delivery or service dates or the delivery or service dates postponed by the period of the problems plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service due to the delay, he may withdraw from the contract by immediate written declaration to us.

6. The risk shall pass to the customer as soon as the goods have been handed over by us to the commissioned transportation company or we have notified the customer that the goods are ready for shipment.

7. For the duration of a delay in acceptance by the customer, we are entitled to store the goods at the customer’s risk and expense. For this purpose we can also use a forwarding agency or a warehouse keeper. The storage costs will be invoiced at a fixed rate of 1 % of the net invoice value of the stored goods per month, but not exceeding Euro 100.00. We are entitled to prove and invoice actually higher costs. The customer is entitled to prove that no or lower storage costs have been caused.

8. If the customer is in delayed acceptance, we have the right to use the goods ourselves after we have unsuccessfully set the customer a reasonable deadline for pickup.

9. The customer is obliged to have visible transportation damages certified by the transportation company immediately upon receipt in order to be able to make claims for compensation against the transportation company. We are striving to support the customer handling transportation damages. Externally not recognizable damages must be reported to the transportation company by telephone and in writing as soon as they are known. The customer is solely responsible for adhering to the deadline and handling the transportation damage. The customer is entitled as recipient to raise claims against the transportation company from the freight contract in his own name in accordance with § 421 HGB (General German Commercial Code).

10. Transportation insurance will only be provided at the explicit request of the customer. In the event of transportation damage covered by transportation insurance we have the option of either accepting the insured sum and delivering a replacement or demanding payment of the purchase price from the customer against assignment of the insured sum.

  • 7 Warranty

1. The customer’s rights regarding material defects and legal defects shall be governed by the statutory provisions, unless otherwise provided below.

2. In case of a commercial purchase in accordance with § 377 HGB (General German Commercial Code), the delivered items must be carefully examined immediately after delivery to the customer or to the third party designated by the customer. They shall be considered approved if the customer has not received a notification of defects in text form with regard to obvious or other defects that were recognizable in an immediate and careful inspection immediately after delivery of the delivery goods or otherwise immediately after the discovery of the defect or the point in time at which the defect was recognizable for the customer in the normal use of the delivery item without closer inspection.

3. In the case of material defects, the seller is obliged and entitled to supplementary performance, at his own choice at first to repair or replace the defective goods. Supplementary performance shall not be considered to have failed definitively after the second unsuccessful attempt to repair or replace the defective goods; rather, we shall be free to select the number of supplementary performance attempts during the period set by the customer, provided that this is reasonable for the customer. In the event of failure, impossibility, infeasibility, refusal or unreasonable delay of the repair or replacement delivery, the customer may withdraw from the contract of reduce the price appropriately.

4. The warranty for used goods is excluded and the limitation period for further claims for defects is one year, whereby grossly negligent and intentionally caused damages, as well as damages resulting from injury to life, body and health, damages resulting from a negligent breach of duty, as well as damages resulting from a breach of essential contractual obligations are expressly not covered by this provision. Essential contractual obligations are those obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely.  § 9 will apply accordingly.

5. In the event of fraudulent concealment of a defect or in case of the assumption of a guarantee for the quality of the object of purchase at the time of the transfer of risk within the meaning of § 444 BGB (German Civil Code), the rights of the customer shall be governed exclusively by the statutory provisions.

6. In case of a justified notice of defect, we shall bear the expenses necessary for the purpose of supplementary performance. Any additional expenses incurred by us due to the fact that goods were taken by the customer to a place other than the original place of delivery shall be borne by the customer.

7. If the customer has sent the goods to us to carry out repair work because of assumed warranty rights, and an inspection shows that there is actually no defect, the customer must reimburse us for the costs of the inspection of the goods, including the shipping and packaging costs involved.

8. The customer is not entitled to any claims for defects if he has modified the goods or had these modified by third parties, unless the customer proves that the material defect already existed at the time of delivery.

  • 8 Retention of Title

Until full payment has been made, the delivered goods remain the property of the seller.

  • 9 Liability

1. The liability of the seller is excluded for damage to legal interests other than life, body or health, unless the damage is based on intentional or grossly negligent behavior of the seller, one of his legal representatives or one of his subcontractors and the behavior is not a neglection of essential contractual obligations. Material contractual obligations are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

This exclusion of liability shall not apply if claims under the Product Liability Act are affected, a defect has been fraudulently concealed or a quality guarantee has been assumed.

2. If the contract is not fulfilled by the customer, we are entitled to claim 35% of the agreed purchase price without proof as compensation for non-performance. If the delivery goods have been delivered, the lump sum shall be increased by the costs of outward and return transportation as well as the costs of reprocessing. This does not exclude the possibility of claiming higher damages. The customer is entitled to prove that we have incurred a lower damage.

  • 10 Applicable law/place of performance and jurisdiction

1. Decisive for all legal relations between Baumüller and the buyer from and in connection with the execution of the delivery according to this contract is the law of the Federal Republic of Germany without the regulations of international private law. The application of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) is hereby expressly excluded by the parties.

2. Place of performance for delivery and payment is the respective registered office of Baumüller. The place of jurisdiction for all disputes arising from and in connection with the execution of this contract, as well as for payment of cheques / bills of exchange, is the court responsible for Baumüller’s registered office if the contractual partner is a merchant, a legal entity under public law or a special fund under public law. In deviation from this, Baumüller may also take legal action at the buyer’s respective registered office

  • 11 Miscellaneous

The parties agree that all possible agreements to be made shall be made in writing, excluding the use of telecommunication. Oral (deviating) subsidiary agreements do not exist. They require written confirmation in each individual case to be valid. The written form confirmation shall also apply to the cancellation of this provision. The buyer shall inform Baumüller separately of any properties of the delivery items to which the buyer attaches particular importance. A defect within the meaning of these provisions shall not be considered to exist if the buyer did not make such reference and if the properties in question are properties which the buyer cannot expect in view of the characteristics of the purchased goods.r Käufer der Art der Kaufsache nach nicht erwarten kann.