General Conditions of Sale and Delivery for the EDAG Spare Parts Online Shop
§ 1 Scope of application
1. These terms and conditions of sale and delivery shall apply to all contracts for the delivery of spare parts and other products (“delivery item” or “delivery service”), which are ordered via the EDAG Spare Parts Online Shop (ETOS). They regulate the conclusion of the contract between EDAG and a customer, the processing of concluded contracts and the mutual rights and obligations.
2. These General Terms and Conditions of Sale and Delivery apply exclusively to the conclusion of contracts with entrepreneurs in the sense of § 14 BGB.
3. The legal relations between EDAG and the customer are exclusively based on these terms and conditions. Deviations, amendments and additions must be in writing, this also applies to deviations from this written form requirement. Opposing, supplementary or deviating terms and conditions of the customer shall only become part of the contract if EDAG expressly acknowledges this in writing.
§ 2 Conclusion of Contract, Written Form
1. For orders of products that are stored with a price in the online shop
The customer can add the desired articles to the shopping cart by clicking on the corresponding button and then initiate the ordering process by clicking on the shopping cart. Within the ordering process, the customer must enter the necessary contact data for shipping and payment and complete the order by clicking the button “Send Order”.
The Customer can correct input errors, in particular items placed in the shopping cart by mistake, by entering the desired quantity in the shopping cart and by using the available buttons. In the ordering process, the Customer can correct input errors in the various steps by navigating to the respective step using the browser’s “forward” and “back” buttons
The presentation of the products in the online shop represents a non-binding invitation to the customer to place an order. By placing an order, the customer makes a binding offer to conclude a contract for the items in the shopping cart. EDAG will immediately confirm the receipt of the order as well as the details of the ordered goods automatically by e-mail. Through this automated e-mail order confirmation the contractual relationship comes into existence.
2. For orders of products whose prices must be calculated individually.
If the customer wishes products which are not priced in the online shop, but can be delivered by EDAG on request, the conclusion of the contract takes place outside the online shop.
For this EDAG sends the customer a written offer which can be confirmed by a written order of the customer. With receipt of the binding order or receipt of an order confirmation by the customer the contract comes into effect.
Verbal declarations only become effective after written confirmation by EDAG. The written form is also valid for possible additional and change agreements. A conclusion of contract cannot be brought about by unilateral written reference of the customer to contract negotiations that have taken place. A silence on the part of EDAG is in no case considered as agreement. The content is only accepted by written counter confirmation on the part of EDAG.
§ 3 Prices and Shipping Costs
1. The prices valid on the day of the order are valid, as they are displayed in the online shop The statutory value added tax is shown separately on the “shopping cart” page. The stated prices are ex warehouse plus all shipping costs for packaging and postage.
2. For orders inside Germany the shipping costs are determined before completion of the ordering process by clicking the button “Calculate shipping costs” and added to the total order value. In case of collective orders, the shipping costs are calculated individually for each product and added together. For orders outside of Germany the shipping costs are calculated individually and shown in the order confirmation. The actual shipping costs are shown on the invoice and may differ from the calculated amount. In individual cases, additional taxes (e.g. in the case of an intra-community purchase) and/or charges (e.g. customs duties) may be payable by the customer in the case of cross-border deliveries.
3. In the event of justified doubts about the solvency of the customer arising after conclusion of the contract EDAG can demand advance payment or the provision of securities. If the customer does not comply with such request, EDAG is entitled to terminate the contract by withholding its performance. The customer is only entitled to set-off, retention or reduction in case of legally binding or undisputed claims.
§ 4 Terms of Payment
1. The customer only accepts the payment methods offered during the ordering process in the online shop. The customer chooses his preferred method of payment among the available payment methods.
2. The purchase price is due for payment net (without deduction) immediately, at the latest within 14 days of the invoice date or after receipt of the goods. The legal regulations regarding the consequences of late payment apply.
3. If a delivery is made against advance payment by bank transfer, the customer has to transfer the payment of the purchase price plus accruing delivery and shipping costs to EDAG before delivery. The delivery takes place after receipt of the complete invoice amount on the account of EDAG.
§ 5 Delivery and Shipping Conditions
1. Delivery is effected by dispatch from stock to the delivery address notified by the customer or, if agreed, by collection by the customer from EDAG. (self-pickup).
2. In case of self collection the customer receives a separate e-mail that the ordered goods are ready for collection. If the goods are not collected within one week from receipt of the notification EDAG is entitled to set a reasonable time limit for collection of the goods after which EDAG is entitled to withdraw from the contract.
3. The delivery time is communicated with the order confirmation. For orders outside Germany, the delivery time will be determined individually and communicated with the order confirmation. The stated delivery time begins with payment in advance on the working day after the payment order of the customer to the remitting bank, or with all other payment methods on the working day after the day of the conclusion of the contract according to § 2
4. If EDAG is not able to deliver the ordered goods without own fault because the supplier of EDAG does not fulfil his contractual obligations, EDAG is entitled to withdraw from the contract. This right of withdrawal only exists if EDAG has concluded a congruent covering transaction (binding, timely and sufficient order of the goods) with the respective supplier and the non-delivery of the goods is also not in any other way the responsibility of EDAG. In case of such a withdrawal the customer is immediately informed that the ordered product is not available. Already rendered consideration of the customer will be refunded immediately.
5. If unforeseen events, which EDAG cannot avert (force majeure), prevent EDAG from fulfilling the delivery obligation the delivery time is extended by the duration of the hindrance. Lump sums for delay as well as contractual penalties require in any case an explicit written agreement between the parties.
6. If the carrier returns the object of purchase to EDAG because the delivery to the customer was not possible, the customer bears the costs for a new delivery. This does not apply if the customer, parallel to the refused acceptance, has exercised a possibly existing right of revocation or if he is not responsible for the circumstance that led to the impossibility of delivery or if the customer was temporarily prevented from accepting the offered service, unless EDAG had announced the service a reasonable time in advance.
§ 6 Transfer of risk
The risk of loss of the delivery item is transferred to the customer as soon as EDAG has handed it over to the customer or a forwarding agent or other person authorised to receive for the purpose of transport or with notification of completion and contractual provision of the delivery items at EDAG.
§ 7 Reservation of Title
1. The delivery item remains the property of EDAG until all claims of EDAG from the business relationship with the customer are fulfilled. If the delivery performance is processed by the customer, the retention of title of EDAG extends to the entire new object.
2. In case of processing, connection or mixing with foreign objects by the customer EDAG acquires co-ownership to the fraction which corresponds to the ratio of the invoice value of the delivery performance to the other object used by the customer at the time of processing, connection or mixing.
3. If the conditional performance is combined or mixed with a main item of the customer or a third party, the customer assigns to EDAG in addition already now his rights to the new item. If the customer connects or mixes the conditional performance with a main object of third parties against payment, then he hereby assigns to EDAG already now his claims for remuneration against the third party.
§ 8 Warranty
1. The claims of the customer for defects are limited to the right of subsequent performance (at EDAG’s choice by rectification or new performance). If the supplementary performance by EDAG fails, the customer can reduce the price appropriately or withdraw from the contract at his choice. Claims of the customer due to the expenses necessary for the purpose of the supplementary performance, especially transport, travel, labour and material costs are excluded as far as the expenses increase because the object of the delivery has been subsequently brought to another place than the branch of the customer, unless the transfer corresponds to its intended use.
2. If the warranty is a recourse of the customer, after it has been successfully claimed according to the regulations of the consumer goods purchase, the recourse claims based on the regulations of the consumer goods purchase remain unaffected.
3. The customer is obliged to comply with his obligations to examine and complain in accordance with § 377 HGB (German Commercial Code) and to report any defects discovered in writing within a preclusive period of 14 days. The limitation period for claims for defects is 12 months, calculated from the transfer of risk. Mandatory statutory limitation and liability provisions, such as liability in the event of the assumption of a guarantee, liability for intentional and grossly negligent acts, for injury to life, body or health, the violation of essential contractual obligations, liability under the German Product Liability Act and the regulations on the sale of consumer goods, shall remain unaffected.
4. The agreement of a guarantee must be in writing. A guarantee declaration is only effective if it describes the content of the guarantee as well as the duration and the territorial scope of the guarantee protection in a sufficiently defined manner.
5. Further or other than in this § 8 regulated claims of the customer against EDAG, their organs, employees and vicarious agents due to a defect are excluded.
§ 9 Liability
1. Claims for damages and reimbursement of expenses by the customer (hereinafter referred to as “claims for damages”), regardless of the legal basis, in particular due to breach of duties arising from the contractual obligation and from tort, are excluded.
2. This limitation of liability does not apply in case of intentional or grossly negligent damage on the part of EDAG, its executive employees and vicarious agents, in case of injury to life, body or health, in case of fraudulent action, the assumption of a guarantee, in case of absence of a warranted characteristic, the breach of an essential contractual obligation as well as in cases where EDAG is compulsorily liable according to the Product Liability Act. In case of negligently caused material and financial damages due to the breach of an essential contractual obligation the claim for damages is however limited to the amount of damages foreseeable and typical for the contract at the time of conclusion of the contract. Essential contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely.
§ 10 Other
1 The law of the Federal Republic of Germany shall apply exclusively, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) and the conflict of laws provisions of private international law.
2. The customer shall bear the customs and import duties of the country of destination as well as all other fees, taxes and costs associated with the purchase contract.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with an order is – insofar as legally permissible and both parties are merchants – the locally competent court at the registered office of EDAG. EDAG is furthermore entitled to assert its claims at the general place of jurisdiction of the customer.
4. If individual clauses of these terms of sale and delivery are invalid in whole or in part, this does not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties shall replace an invalid provision by a provision which comes closest to the economic purpose of the invalid provision and is valid.