General Terms and Conditions Online Shop - B2B
Section 1 Scope of application
The following General Terms and Conditions (GTC Shop) definitively regulate the contractual rela-tionship between the Vendor mbo Osswald GmbH & Co KG, Steingasse 13, D-97900 Kuelsheim-Steinbach, Germany (Tel. +49 (0) 9345/670-0, Fax +49 (0) 9345/6255, firstname.lastname@example.org) and the respective purchaser. Each conclusion of contract via the Vendor's online shop is to be understood as constituting a contractual relationship, on the basis of which the Vendor is obligated to provide goods and services to the Purchaser. The Purchaser expressly confirms by submitting his order that he has taken note of and accepts these GTC of the Vendor.
Purchasers may be exclusively entrepreneurs. An entrepreneur is a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession (Section 14, German Civil Code/BGB).
Because the supplying of companies in the aviation sector is subject to strict requirements, the Vendor reserves the right to, before concluding a purchase agreement, check whether the Purchaser's company belongs to the aviation sector or is a supplier to said sector. By placing an order in the Vendor's shop, the Purchaser agrees that his data will be used for such a check. Should it turn out that the Purchaser is active in the aviation industry, the Vendor reserves the right to, before concluding a purchase agreement, clarify in the individual case for which purposes the ordered goods are to be used and whether a delivery to the Purchaser is possible under these circumstances. The Purchaser's own terms and conditions are herewith rejected, unless agreed otherwise in writing between the parties.
Section 2 Contractual object
The object of the respective contract is the sale of goods by the Vendor to the Purchaser via the internet portal https://www.mbo-osswald.com.
Special requirements and specifications on the part of the Purchaser regarding the manufac-ture of the goods according to customer specification must in each case be communicated in writing.
Section 3 Conclusion of contract, contract language, contract text
The Purchaser can order goods from the Vendor's online shop by first registering and creating a customer account. Having done so and subject to indication of his personal data, the Purchaser may purchase goods in the Vendor's online shop by putting such goods into the virtual shopping cart and then going through and completing the automated ordering process in the Vendor's online shop.
On the Purchaser's completed placement of the order, the Vendor sends an automated order receipt confirmation containing the details of the Purchaser's order to the Purchaser's eMail address. The order receipt confirmation does not constitute acceptance of the Purchaser's request for the conclusion of a purchase agreement; a purchase agreement does not there-fore come about with the order receipt confirmation. In addition, the order receipt confirmation does not constitute any confirmation of the availability of the ordered goods.
A purchase agreement only then comes about when the Vendor sends the Purchaser ship-ping confirmation by eMail.
The German language is available for the conclusion of contract. The contract text is stored by the Vendor and can be accessed and printed out by the Purchaser at the end of the order-ing process via the latter’s customer account.
Section 4 Technical steps for conclusion of contract, recognition and rectification of input errors
The Purchaser goes through the following individual technical steps:
• Having selected the desired products, the Purchaser must then click the "Proceed to checkout" button in the displayed shopping cart
• The Purchaser then proceeds to the "Mode of payment and shipment" page to select the methods of payment and shipment; having done so, the Purchaser then clicks on "Continue"
• An overview of the indicated billing and shipping address(es) is displayed. If the billing and shipping addresses are not identical, you may add a separate shipping address here, as well as change the billing address indicated in the registration and lodged for your customer account
• All selected articles are then displayed in the form of an overview; in this display there is the possibility to change the content of the shopping cart
• The order is then completed by clicking the "Buy now" button
The Purchaser can correct his order details using the customary mouse and keyboard func-tions and the "Change" links provided on the order overview page. The Purchaser can like-wise correct his ordering details by navigating back to the individual ordering steps via the "Back" button of the browser or by clicking the ordering steps displayed in the upper zone of the online shop.
Section 5 Contract implementation, shipping costs, delivery
Offers are subject to change. All prices are understood as net in euros plus any VAT which may become due – and will be indicated separately in the invoice – as well as possible pack-aging and shipping costs. The Purchaser can find details regarding shipping costs to be borne by the Purchaser as from the Vendor's place of business in the Vendor's table of shipping costs, which can be accessed in the online shop via link, as well as in the price listing in the virtual shopping cart. The price indicated for the respective item does not include ancillary services of the Vendor (e.g. provision, assembly, installation or execution) nor the additional costs (e.g. packaging, carton, transport costs, postage, customs duties, freight, taxes and insurance costs).
The Vendor undertakes to send the goods immediately to the Purchaser by post on conclu-sion of the purchase agreement and full payment of the purchase price.
The delivery in all cases takes place at the risk and at the expense of the Purchaser. At the Purchaser's request, the Vendor may – but is under no obligation to – insure the goods for the account of the Purchaser.
Delivery time for shipping within Germany is up to 3 business days as from receipt of shipping confirmation unless agreed otherwise therein. The Vendor draws attention to differing delivery times (e.g. for shipments to places outside Germany) in the online shop via the "Shipping costs" link.
The Vendor shall have entitlement to withdraw from the purchase agreement in the event that an ordered item is not available because the Vendor is, through no fault of its own, not supplied by its supplier despite the latter's contractual obligation. In such case, the Vendor shall inform the Purchaser immediately that the ordered goods are no longer available and reimburse any payment that has already been made.
Should the Vendor or the Vendor's suppliers be unable to meet agreed deadlines due to un-foreseeable impediments to performance such as, for example, force majeure, labour dis-putes, natural disasters, lack of energy and raw materials or insurmountable traffic disturb-ances, there shall then be an extension of the delivery time by the duration of such temporary impediment to performance and the Vendor shall give the Purchaser immediate notification in such case.
Section 6 Liability
The Vendor shall be liable without limitation for intentional or grossly negligent damage, in the case of fraudulent non-disclosure of defects, assumption of a quality guarantee, for claims under project liability law, or for injury to life, body or health.
The Vendor shall not liable for any other damages as long as these are caused by simple negligence on the part of the Vendor, a legal representative or vicarious agents thereof. In the event of violation of essential contractual obligations, the fulfilment of which is the prerequisite for the proper execution of the contract in the first place and the observation of which the Purchaser may regularly rely upon (cardinal obligations), the Vendor shall bear liability for damages restricted to the compensation of the foreseeable damage typical for this type of contract provided it was caused by simple negligence.
The statutory provisions to which the Vendor is subject in respect of certain actions or inaction shall not be affected by the aforementioned exclusions or restrictions of liability.
Section 7 Warranty
The Vendor shall in principle be liable for defects/deficiencies of the goods in accordance with the legal provisions of the law relating to sales (sections 434 ff. of the German Civil Code (BGB)).
Claims based on Section 437 of the German Civil Code become statute barred within one year as from delivery of the ordered goods to the Purchaser to the extent that the goods in question are not used products. The shortened warranty period does not apply to claims of the Purchaser for which the Vendor bears unlimited liability as per Section 6. In all other cases, the statutory warranty period shall apply as from delivery of the ordered goods at the Purchaser's premises.
The Vendor shall have entitlement to choose to remedy the defect or to deliver a new, defect-free item as per Section 439 para. 1 of the German Civil Code (BGB).
The Purchaser shall inspect the ordered goods as soon as they have been delivered, in so far as the transaction is a mutual commercial transaction within the meaning of the German Commercial Code (HGB). This shall in particular apply in respect of the completeness of the goods as well as the respective functionality thereof. The Purchaser shall give the Vendor immediate notification of defects ascertained in such inspection or which are readily identifia-ble. Said notification shall include a detailed description of the defect in question. Should the Purchaser fail to give such notification, the goods shall be deemed approved unless the de-fect was not discernible during the inspection.
Defects of the goods which are not discernible within the framework of the properly per-formed inspection as per the previous paragraph must be immediately notified to the Vendor on discovery thereof in so far as the transaction is a mutual commercial transaction; other-wise, the goods shall be considered approved even in consideration of said defect.
Section 8 Terms of payment, default and reservation of title
The purchase price is payable immediately on conclusion of the purchase agreement. The payment shall be made at the Purchaser's option by advance payment/bank transfer, credit card or via PayPal.
The Purchaser shall be considered in default if payment has not been made within 30 days after the due date. If the Purchaser is in default of payment, the purchase price shall be sub-ject to interest in the amount of 9 percentage points above the base rate for the duration of the default. The Vendor reserves the right to prove higher default damages and claim these from the Purchaser.
The delivered goods remain the property of the Vendor until payment has been made in full.
Ownership of the purchased goods shall not be transferred to the Purchaser from the Vendor until the Purchaser has settled all claims arising from the business relationship with the Vendor (extended reservation of title). The Purchaser undertakes to treat the goods with care and, in the case of high-quality goods, to insure them against the customary risks (e.g. water, fire, storm, theft) in favour of the Vendor.
Until the complete transfer of ownership, the Purchaser undertakes to give the Vendor im-mediate notification in the event that the goods are impounded or become subject to other interventions on the part of third parties.
The Purchaser shall have entitlement to resell the goods supplied subject to reservation of title in the normal course of business provided that the Purchaser is not in default of payment. The Purchaser shall assign to the Vendor any and all claims resulting from the resale against a customer or a third party from the acceptance into current account relationships as security, including for all other receivables arising from the business relationship. After said assignment, the Purchaser shall be authorized to collect the claims assigned to the Vendor. However, the Vendor reserves the right to revoke said authorization and to collect such claim itself if the Purchaser fails to meet his payment obligations, is in default of payment and, in particular, a petition for opening insolvency proceedings has been filed.
In the event that the Vendor's reservation of title in respect of an item acquired in a commer-cial transaction lapses as result of the resale, combination or processing of the purchased item on the part of the Purchaser, said purchased item shall then be superseded by the new item or by the claim arising from one of the aforementioned acts (extended reservation of ownership).
Section 9 Data protection
The Purchaser's attention is herewith drawn to the fact that his personal data necessary for the order handling and processing are stored and processed by the Vendor on data carriers. A transfer of the relevant personal data to the payment service provider PayPal, likewise takes place exclusively for the aforementioned purpose of order handling and processing. It is expressly emphasized that there will be no transfer whatsoever of the said personal data to third parties for any other purposes (e.g. advertising purposes).
Section 10 Final provisions
These General Terms and Conditions and each concluded purchase agreement shall be subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
Place of jurisdiction for all claims arising from or in connection with these General Terms and Conditions and the entire legal relationship between the contracting parties shall be Stuttgart. However, the Seller shall be at liberty to assert claims against the Purchaser at another legally admissible place of jurisdiction.
Contracts/agreements concluded on the basis of these General Terms and Conditions must be made in writing in order to be legally valid; verbal ancillary agreements are deemed not to exist. Amendments and supplements, including changes to this provision, shall require a writ-ten agreement.
If one or more provisions of these General Terms and Conditions should be or become inva-lid, the validity of the remaining provisions shall not be affected.
Status: April 2017