Terms and conditions
Terms and conditions and customer information
Table of Contents
A. General Terms and Conditions
- Scope of Application
- Conclusion of the Contract
- Prices and Payment Conditions
- Delivery and Shipment Conditions
- Force Majeure
- Delay in Performance
- Reservation of Proprietary Rights
- Liability for Defects and Warranty
- Statute of Limitation
- Call Orders
- Set-off, assignment
- Applicable Law, Place of Jurisdiction, Contractual Language
B. Customer Information
- Information regarding the Seller’s Identity
- Information regarding the Essential Characteristics of Products or Services
- Information regarding the Conclusion of the Contract
- Information regarding Payment and Delivery
- Information regarding the Technical Steps leading to the Conclusion of the Contract
- Information regarding the Storage of the Text of the Contract
- Information regarding the Technical Means for Identifying and Correcting Input Data Errors
- Information regarding the Languages available for Concluding the Contract
A. General terms and conditions
1) Scope of Application
1.1 These Terms and Conditions of Chrosziel GmbH (hereinafter referred to as “Seller“) shall apply to all agreements concluded between an entrepreneur (hereinafter referred to as „Customer“) and the Seller relating to all goods and/or services displayed in the Seller’s online shop. The inclusion of the Customer’s own conditions is herewith objected to, unless other terms have been stipulated.
1.2 These Terms and Conditions shall apply exclusively even if the Seller unconditionally carries out the delivery to the Seller in knowledge of terms and conditions of the Customer that deviate from the Terms and Conditions of the Seller.
2) Conclusion of the Contract
2.1 The product presentations in the Seller’s online shop do not constitute legally binding offers by the Seller, but merely serve the purpose of inviting the Customer to submit a legally binding offer.
2.2 The Customer may submit the offer via the online order form integrated to the Seller’s online shop. If an order is placed using the online order form, the Customer submits a legally binding offer of contract for the items contained in his online shopping cart after entering his personal data and by clicking the button “send order” during the final step of the ordering process.
2.3 The Seller may accept the Customer’s offer within 5 days,
- by sending a confirmation of order to the Customer in writing or per fax or e-mail whereby the Customer’s receipt of the confirmation of order shall be decisive, or
- by delivering the ordered goods, whereby the Customer’s receipt of the goods shall be decisive, or
- by requesting the Customer to pay after submitting his order, or
- by debiting the Customer’s account with the overall price, provided that direct debit payment was offered and the Customer has selected this method of payment. The date of debiting the Customer’s account shall be decisive.
If several of the aforementioned options apply, the contract shall come into effect at the time one of the aforementioned options applies first. Should the Seller not accept the Customer’s offer within the aforementioned time limit, the Seller shall be deemed to have rejected the offer with the result that the Customer is no longer bound by his declaration of intent.
2.4 Order processing and communication are usually carried out via e-mail and automated order processing. It is the Customer’s responsibility to ensure that the e-mail address he provides for the order processing is accurate so that e-mails sent by the Seller can be received at his address. In particular, it is the Customer’s responsibility, if SPAM filters are used, to ensure that all e-mails sent by the Seller or by third parties instructed by the Seller with the order processing can be delivered.
2.5 If the Parties have agreed to special conditions, those conditions shall not apply to contractual relationships running simultaneously or in the future with the Customer.
2.6 In the event that the Customer is financially not able to fulfill his obligations to the Seller, the Seller is entitled to end existing exchange contracts with the Customer without notice by means of withdrawal. This also applies in the event of the Customer pleading insolvency. The provisions of section 321 of the German Civil Code and section 112 of the German Insolvency Code remain unaffected. The Customer shall inform the Seller in good time in writing of any impending inability to pay.
3) Prices and Payment Conditions
3.1 All prices indicated are net prices and exclude legal value added tax. Costs for packaging, transport, loading, insurance (in particular transport insurance), duties and levies will be charged separately.
3.2 Various payment options are offered to the Customer. They are displayed in the Seller’s online shop.
3.3 For deliveries to countries outside the European Union, additional costs may arise which are beyond the Seller’s control. They shall be borne by the Client. Such costs are for example money transfer costs (transfer fees, exchange rate charges) or import charges or import taxes (for example customs duties).
3.4 In case of cash advance payment, the payment is due immediately upon conclusion of the contract.
3.5 The payment shall be deemed to be made when the equivalent value has been credited to one of the Seller’s bank accounts. In case of payment delay, the Seller shall be entitled to claim default interest in the amount of 10% above the respective base interest rate. Other possible statutory rights of the Seller remain unaffected. If claims are overdue, payments received shall initially be offset against possible costs and interest incurred, then against the earliest claim.
3.6 Should cost increases occur that are not foreseeable (currency fluctuations, unexpected rise in prices of suppliers, etc.), the Seller is entitled to pass these price increases on to the Customer. This only applies if the delivery should occur as agreed later than four months after conclusion of the contract.
4) Delivery and Shipment Conditions
4.1 The goods are delivered regularly by means of the shipping method and to the delivery address specified by the Customer. In the handling of the transaction the delivery address specified by the Customer in the ordering process of the Seller is relevant.
4.2 The Seller is entitled to make partial deliveries, insofar these are reasonable for the Customer. In the case of partial delivery the Seller is entitled to make out partial invoices.
4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This shall only apply in the event that the non-delivery is not chargeable to the Seller and that the Seller has concluded a concrete hedging transaction with the supplier observing the required diligence. The Seller will make every reasonable effort to supply the goods. In the case of the unavailability or the only partial availability of the goods the Seller will inform the Customer and reimburse the purchase price immediately.
4.4 The risk of accidental loss and the accidental deterioration of the goods shall pass to the Customer upon handover of the goods to an adequate transport person. This also applies if the Seller bears the transport costs. Transport insurance is only provided on specific request of the Customer and at his own cost. If the Seller is also responsible for installation and assembling, the risk passes to the Customer with the completion of installation and assembling and with the handing over to the Customer.
4.5 In cases where delivery of the goods to the Customer has been delayed due to reasons attributable to the Customer, the transfer of risk passes to the Customer upon notification of the Customer that the goods are ready for shipment. Any storage costs arising after the transfer of risks shall be borne by the Customer.
4.6 Personal receipt of the ordered goods is not possible owing to logistical causes.
5) Force Majeure
In the event of circumstances of force majeure having an effect upon contractual fulfillment, the Seller shall be entitled to delay delivery as long as the reasons for the impediment exist. He may withdraw from the contract fully or partially in the case of a long-term impediment, without giving rise to claims asserted against him by the Customer. Cases of force majeure are deemed to be events unforeseen for the Seller or events – even if they are foreseeable – which are beyond the control of the Seller and the impact thereof on the contract fulfillment could not be averted despite reasonable efforts used by the Seller. Possible legal claims of the Customer are not affected.
6) Delay in Performance
6.1 In the event of delayed performance, the Customer shall only be entitled to withdraw from the contract within the terms of the legal regulations if the Seller is responsible for the delay.
6.2 In the event of delay by the Seller, the Customer, at the Seller’s request, shall be required to declare, within a suitable period of time, whether he wishes to withdraw from the contract due to the delay in delivery, or whether he insists on delivery.
6.3 If, at the request of the Customer, dispatching or delivery is delayed more than one month after preparedness to deliver has been announced, the Customer may be charged with the storage costs for every month commenced to the amount of 0,5 % of the goods to be delivered, but not more than 5% of the price in total.
6.4 The right to provide evidence for damages which are higher or lower is not affected.
6.5 The aforementioned limitations of liability do not apply in the case of intent, fraud or gross negligence as well as in cases of damages caused by personal injury, impairment to health or loss of life.
7) Reservation of Proprietary Rights
7.1 The Seller reserves title to the delivered goods until complete payment of the purchase price has been effected. Furthermore, the Seller reserves title to the delivered goods until all his claims arising from his business relationship with the Customer are met.
7.2 In the case of processing delivered goods, the Seller is deemed to be the producer and acquires ownership of the newly created goods. If processing is done with other materials, the Seller acquires ownership in proportion of the invoice amount of his delivered goods to the value of the other used materials. If, in the case of combination or mixing of goods belonging to the Seller with objects belonging to the Client, the article belonging to the Client is considered to be the main object, the Seller acquires the co-ownership of this new object in proportion of the purchase price of his goods or – in the absence of such a purchase price - of the current market value of the main object. In those cases the Customer is considered to be the custodian.
7.3 Goods under reservation of title may neither be pledged nor transferred by way of security, by the Customer. The Customer, in his capacity as a reseller, is only allowed to resell in the normal course of business, on condition that the Customer’s claims against his own customers arising from the resale will be assigned effectively and the ownership of the goods will be transferred under the condition of payment. By concluding a contract, the Customer assigns his claims against his customers arising from those sales to the Seller by way of security. The Seller accepts that assignment simultaneously.
7.4 The Customer has to give notice to the Seller immediately if he has access to goods belonging or co-belonging to the Seller or to claims assigned. He has to pay to the Seller any amounts assigned to the Seller he has collected, insofar as the Seller’s claims are due.
7.5 In so far as the value of the Seller’s security rights exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding part of his security rights at the Client’s request.
8) Liability for Defects and Warranty
In cases of defects the legal provisions will apply. Deviating hereof the following provisions will apply for items which were used for a building in a manner contrary to common practice thereby causing a defect:
8.1 An insignificant defect does not cause warranty claims and does not entitle the Customer to refuse receipt of the goods. Should part of the goods be defective in a significant manner, the Customer is not entitled to object to the delivery. This does not apply if partial delivery is of no interest to the Customer. Furthermore, payments effected by the Customer may only be retained to an extent which is appropriately proportionate to the occurred defect. If the item is made available at no cost, the Seller’s liability for defects is excluded except for cases involving intent and gross negligence.
8.2 Warranty claims do not arise in cases of natural wear and tear or in cases of damages after the passing of risk which are caused by incorrect or negligent treatment, excessive use, and inappropriate operating materials or caused by special external influences not covered by the contract, or by non-reproducible disturbances. If the Customer or a third party undertakes modifications or maintenance works which are improper, no warranty claims can be made for the resulting damages, unless the Customer can prove that the notified defect was not caused by those modifications or maintenance works.
8.3 Warranty claims are excluded in cases of used goods.
8.4 The limitation period for any claim arising from defects is one year calculated from the passing of risk. Subsequent performance (new delivery or remedying of a defect) shall effect exclusively the period of limitation for claims arising from defects which led to the subsequent performance.
8.5 The aforementioned limitations of liability and reduction of limitation pursuant to Section 8.1, 8.3 and 8.4 do not refer to cases related to the right of recourse pursuant to Section 478 German Civil Code as well as to claims for damages and compensation of expenses the Customer can make according to the relevant legal provisions related to defects. Section 9 will apply for the latter claims.
8.6 If the Customer is a business person pursuant to Section 1 German Commercial Code, he has to comply with the commercial obligation to inspect and to give notice of defects pursuant to Section 377 German Commercial Code. If the Customer fails to comply with those obligations, the goods shall be deemed as approved, unless the defect was not recognizable during inspection.
8.7 In the case of subsequent performance, the Seller has the right to choose between rectification and replacement delivery.
8.8 In the case of replacement delivery, the Customer is obliged to send back first the goods delivered within 30 days. The return parcel must contain the reason for return, the name of the Customer and the number assigned to the purchase of the defective goods in order to enable the Seller to identify the returned goods. So long as and as far as the identification of the returned goods is not possible on grounds for which the Customer is answerable, the Seller is not bound to carry out acceptance of the returned goods and to refund the purchase prize. The costs for resending the goods will be borne by the Client.
8.9 If the Seller delivers a defect-free item in order to comply with his duty of subsequent performance, he may claim compensation for use pursuant to Section 346, para 1 German Civil Code. Further legal claims remain unaffected.
Liability for being in default is exhaustively provided for by Section 6. Furthermore, the Seller shall be liable for any claims arising from damages and compensation based on contract, quasi-contract and on legal provisions or on tort as follows:
9.1 The Seller is liable for every legal reason without limitation
- In cases of intent or gross negligence,
- in cases of negligent or willful physical injury or negligent or willful injury of life, body or health of a person,
- on the grounds of a warranty promise, unless otherwise agreed,
- on the grounds of compulsory statutory liability as defined for example in the product liability law.
9.2 If the Seller has violated essential contractual obligations through negligence, his liability is limited to foreseeable damage typical of the contract, unless unlimited liability applies pursuant to Section 9.1. Essential contractual obligations are those obligations, which have to be granted to the Customer under the contract in terms of subject, matter and purpose, whose fulfillment makes the due performance of the contract possible and on the performance of which the Customer normally relies and is intended to rely.
9.3 Otherwise, the Seller’s liability is excluded.
9.4 The aforementioned liability provisions will also apply in the case of the Seller’s liability for his assistants and legal representative.
10) Statute of Limitation
The Customer’s claims against the Seller - except those mentioned in Section 8 - expire by limitation no later than one year after the time of knowledge and at the latest five years after delivery of the performance, unless unlimited liability applies pursuant to Section 9, para 1.
11) Call Orders
11.1 Delivery of call orders has to be accepted and call orders have to be paid in full no later than 12 months after the order date.
11.2 If a more favorable sliding-scale prize is agreed because of the overall call quantity, the Seller is entitled to adjust the prize correspondingly to the quantity scale, if the Customer does not take the total quantity for reasons for which he is responsible.
11.3 After expiry of the deadline relevant for call orders, the Seller is entitled, after setting a grace period in writing, to rescind the contract because of the quantities not accepted and to claim compensation in accordance with the statutory requirements for such rescission.
12) Set-off, assignment
12.1 The Customer’s right of retention and his right to retain performance are excluded, unless the Seller does not deny the underlying counterclaims or those claims have been recognized by declaratory judgment.
12.2 The assignment of claims by the Customer arising from the contract with the Customer, in particular the assignment of Customer’s possible warranty claims, are excluded.
13) Applicable Law, place of Jurisdiction, Contractual Language
13.1 The contract shall be governed by the laws of the Federal Republic of Germany excluding the laws regarding the international purchase of movable goods.
13.2 If the Client is a business person, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is the main place of business of the Seller. The same applies if the Customer has no general place of jurisdiction in Germany or if his domicile or normal place of residence is not known at the time of the institution of legal proceedings. The capacity to appeal to another legal place of jurisdiction remains thereby unaffected.
13.3 The contractual language is German.
B. Client Information
1) Information regarding the Seller’s Identity
Phone: +49 89 90 10 910
Fax: +49 89 447 08 61
Director: Harm Abrahams
Registry court: Amtsgericht München
Registry number: HRB 158740
Sales tax identification number according to Section 27 a, German sales tax law: DE 249425648
2) Information regarding the Essential Characteristics of Products or Services
The essential characteristics of the goods and services are contained in the respective product description displayed in the Seller’s online shop.
3) Information regarding the Conclusion of the Contract
The conclusion of the contract shall be governed by Section 2 of these Terms and Conditions.
4) Information regarding Payment and Delivery
Payment will be made in accordance with Section 4 of these Terms and Conditions in conjunction with the information on payment methods provided in the online shop of the Seller. Delivery will be made in accordance with Section 5 of these Terms and Conditions.
5) Information regarding the Technical Steps leading to the Conclusion of the Contract
5.1 The Customer has to go through the following technical steps when placing his offer via the online order form.
5.1.1 Filling the online shopping basket with the desired item
5.1.2 Signing in to the online shop by entering the user ID and the password or – in case a customer account does not exist – re-registration with or without opening a customer account.
5.1.3 Entering the billing and the shipping address
5.1.4 Selection of the desired payment method
5.1.5 Resuming the order data
5.1.6 Submitting the binding order
5.2 The Seller accepts the Customer’s offer pursuant to Section 2 of these Terms and Conditions.
6) Information regarding the Storage of the Text of the Contract
When submitting an offer via the online order form integrated to the Seller’s online shop, the contract will be stored by the Seller and will be sent to the Customer including these Terms and Conditions and Client Information in the form of text (for example via e-mail, fax or letter). In addition, the contract will be stored on the Seller’s website and can be found by the Customer via the password-protected customer account when indicating his customer login, provided the Customer has created a customer account in the Seller’s online shop prior to submitting his order.
7) Information regarding the Technical Means for Identifying and Correcting Input Data Errors
The Customer can correct all the data entered via the usual keyboard and mouse function prior to submitting his binding order. In addition, prior to submitting the order, all data entered will be displayed in a confirmation window and can be corrected here as well, via the usual keyboard and mouse function.
8) Information regarding the Languages available for Concluding the Contract
The contractual language is exclusively German.