Please note: the terms and conditions are divided into two sections for customers and retailers; the version for retailers can be found under the heading “Terms and Conditions with Customer Information for Retailers”
Terms and Conditions with Customer Information for Consumers
Terms and Conditions with Customer Information
Table of Contents
Scope of Application
Conclusion of Contract
Right of Withdrawal
Prices and Payment Terms
Delivery and Shipping Conditions
Retention of Title
Liability for Defects (Warranty)
Liability
Redemption of Promotional Vouchers
Applicable Law
Place of Jurisdiction
Alternative Dispute Resolution
1) Scope of Application
1.1 These Terms and Conditions (hereinafter “T&Cs”) of Bell Trade GmbH & Co. KG (hereinafter “Seller”), apply to all contracts for the delivery of goods that a consumer or entrepreneur (hereinafter “Customer”) concludes with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer’s own terms is hereby rejected, unless otherwise agreed.
1.2 A consumer within the meaning of these T is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity.
1.3 An entrepreneur within the meaning of these TCs 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.
2) Conclusion of Contract
2.1 The product descriptions contained in the Seller’s online shop do not constitute binding offers on the part of the Seller, but serve for the submission of a binding offer by the Customer.
2.2 The Customer can submit the offer via the online order form integrated into the Seller’s online shop. In doing so, after placing the selected goods in the virtual shopping cart and going through the electronic ordering process, the Customer submits a legally binding contract offer in relation to the goods contained in the shopping cart by clicking the button that concludes the ordering process.
2.3 The Seller can accept the Customer’s offer within five days,
by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive, or
by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer is decisive, or
by requesting payment from the Customer after they have placed their order.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time when one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the Customer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.
2.4 When selecting a payment method offered by PayPal, payment processing is carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, viewable at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the Customer does not have a PayPal account – subject to the Terms for Payments without a PayPal account, viewable at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays using a payment method offered by PayPal that can be selected in the online ordering process, the Seller already declares acceptance of the Customer’s offer at the point in time when the Customer clicks the button that concludes the ordering process.
2.5 When submitting an offer via the Seller’s online order form, the text of the contract is stored by the Seller after the contract is concluded and sent to the Customer in text form (e.g., email, fax, or letter) after their order has been sent. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller’s online shop before sending their order, the order data will be archived on the Seller’s website and can be accessed free of charge by the Customer via their password-protected user account by providing the corresponding login data.
2.6 Before bindingly submitting the order via the Seller’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the browser’s zoom function, which helps to enlarge the display on the screen. The Customer can correct their entries within the framework of the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.
2.7 The German language is available for the conclusion of the contract.
2.8 Order processing and contacting usually take place via email and automated order processing. The Customer must ensure that the email address they provided for order processing is correct, so that emails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.
3) Right of Withdrawal
3.1 Consumers are generally entitled to a right of withdrawal.
3.2 Further information on the right of withdrawal can be found in the Seller’s cancellation policy.
4) Prices and Payment Terms
4.1 Unless otherwise stated in the Seller’s product description, the prices quoted are total prices that include statutory VAT. Any additional delivery and shipping costs will be specified separately in the respective product description.
4.2 The payment option(s) will be communicated to the Customer in the Seller’s online shop.
4.3 When selecting the “SOFORT” payment method, payment processing is carried out via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter “SOFORT”). To be able to pay the invoice amount via “SOFORT”, the Customer must have an online banking account activated for participation in “SOFORT”, identify themselves accordingly during the payment process, and confirm the payment instruction to “SOFORT”. The payment transaction is carried out immediately afterwards by “SOFORT” and the Customer’s bank account is debited. The Customer can find more information about the “SOFORT” payment method on the internet at https://www.klarna.com/sofort/.
4.4 When selecting a payment method offered via the “Stripe” payment service, payment processing is carried out via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter “Stripe”). The individual payment methods offered via Stripe are communicated to the Customer in the Seller’s online shop. To process payments, Stripe may use other payment services for which special payment terms may apply, of which the Customer may be notified separately. Further information about Stripe is available on the internet at https://stripe.com/de.
4.5 When selecting the credit card via Stripe payment method, the invoice amount is due immediately upon conclusion of the contract. Payment processing is carried out via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: “Stripe”). Stripe reserves the right to carry out a credit check and to reject this payment method in the event of a negative credit check.
4.6 When selecting a payment method offered via the “Klarna” payment service, payment processing is carried out via Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden (hereinafter “Klarna”). Further information and Klarna’s terms and conditions can be viewed here:
Zahlungsweisen
5) Delivery and Shipping Conditions
5.1 If the Seller offers shipping of the goods, delivery shall be made within the delivery area specified by the Seller to the delivery address specified by the Customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the Seller’s order processing is decisive.
5.2 If the delivery of the goods fails for reasons for which the Customer is responsible, the Customer shall bear the reasonable costs incurred by the Seller as a result. This does not apply with regard to the costs for the initial shipment if the Customer effectively exercises their right of withdrawal. For the return costs, if the Customer effectively exercises their right of withdrawal, the provision made in the Seller’s cancellation policy shall apply.
5.3 If the Customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment. If the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the sold goods generally only passes upon handover of the goods to the Customer or an authorized recipient. Deviating from this, the risk of accidental loss and accidental deterioration of the sold goods also passes to the Customer in the case of consumers as soon as the Seller has delivered the item to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment, if the Customer has commissioned the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment and the Seller has not previously named this person or institution to the Customer.
5.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies in the event that the non-delivery is not the responsibility of the Seller and the Seller has concluded a specific hedging transaction with the supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer will be informed immediately and the consideration will be refunded immediately.
5.5 Collection by the customer is not possible for logistical reasons.
6) Retention of Title
If the Seller makes advance performance, they reserve title to the delivered goods until the owed purchase price has been paid in full.
7) Liability for Defects (Warranty)
Unless otherwise stated in the following provisions, the regulations of statutory liability for defects shall apply. Deviating from this, the following applies to contracts for the delivery of goods:
7.1 If the Customer acts as an entrepreneur,
the Seller has the choice of the type of supplementary performance;
for new goods, the limitation period for defect rights is one year from delivery of the goods;
for used goods, defect rights are excluded;
the limitation period does not start anew if a replacement delivery is made within the scope of liability for defects.
7.2 The limitations of liability and shortening of periods regulated above do not apply
to claims for damages and reimbursement of expenses by the Customer,
in the event that the Seller has fraudulently concealed the defect,
for goods that have been used for a building in accordance with their usual use and have caused its defectiveness,
for any existing obligation of the Seller to provide updates for digital products, in the case of contracts for the delivery of goods with digital elements.
7.3 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse remain unaffected.
7.4 If the Customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), they are subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB. If the Customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.
7.5 If the Customer acts as a consumer, they are requested to complain about delivered goods with obvious transport damage to the deliverer and to inform the Seller thereof. If the Customer does not comply with this, it has no effect on their statutory or contractual claims for defects.
8) Liability
The Seller is liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tortious claims for damages and reimbursement of expenses as follows:
8.1 The Seller is liable without limitation on any legal grounds
in the event of intent or gross negligence,
in the event of intentional or negligent injury to life, body, or health,
on the basis of a guarantee promise, unless otherwise regulated in this regard,
on the basis of mandatory liability such as under the Product Liability Act.
8.2 If the Seller negligently breaches an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited according to the preceding paragraph. Essential contractual obligations are obligations that the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the Customer may regularly rely.
8.3 Otherwise, liability on the part of the Seller is excluded.
8.4 The above liability regulations also apply with regard to the Seller’s liability for their vicarious agents and legal representatives.
9) Redemption of Promotional Vouchers
9.1 Vouchers issued by the Seller free of charge as part of promotional activities with a specific period of validity and which cannot be purchased by the Customer (hereinafter “Promotional Vouchers”) can only be redeemed in the Seller’s online shop and only during the specified period.
9.2 Promotional Vouchers can only be redeemed by consumers.
9.3 Individual products may be excluded from the voucher promotion if a corresponding restriction results from the content of the Promotional Voucher.
9.4 Promotional Vouchers can only be redeemed before the ordering process is completed. Subsequent offsetting is not possible.
9.5 Only one Promotional Voucher can be redeemed per order.
9.6 The value of the goods must at least correspond to the amount of the Promotional Voucher. Any remaining balance will not be refunded by the Seller.
9.7 If the value of the Promotional Voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller can be chosen to settle the difference.
9.8 The balance of a Promotional Voucher is neither paid out in cash nor does it earn interest.
9.9 The Promotional Voucher will not be refunded if the Customer returns the goods paid for in full or in part with the Promotional Voucher within the scope of their statutory right of withdrawal.
9.10 The Promotional Voucher is only intended for use by the person named on it. Transfer of the Promotional Voucher to third parties is excluded. The Seller is entitled, but not obliged, to check the material entitlement of the respective voucher holder.
10) Applicable Law
The law of the Federal Republic of Germany shall apply to all legal relationships between the parties, excluding the laws on the international sale of movable goods. For consumers, this choice of law only applies insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.
11) Place of Jurisdiction
If the Customer acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller’s place of business. If the Customer has their registered office outside the territory of the Federal Republic of Germany, the Seller’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims from the contract can be attributed to the Customer’s professional or commercial activity. In the aforementioned cases, however, the Seller is entitled in any case to call upon the court at the Customer’s place of business.
12) Alternative Dispute Resolution
The Seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.
© IT-Recht Kanzlei
Status: 18.06.2025, 3:09:19 PM
© 2004-2025 · IT-Recht Kanzlei
Terms and Conditions with Customer Information for Retailers
Terms and Conditions with Customer Information
Table of Contents
Scope of Application
Conclusion of Contract
Prices and Payment Terms
Delivery and Shipping Conditions
Force Majeure
Delay of Performance at the Customer’s Request
Retention of Title
Liability for Defects / Warranty
Liability
Limitation Period
Retention, Assignment
Applicable Law, Place of Jurisdiction
1) Scope of Application
1.1 These Terms and Conditions (hereinafter “TCs”) of Bell Trade GmbH Co. KG (hereinafter “Seller”), apply to all contracts for the delivery of goods that an entrepreneur (hereinafter “Customer”) concludes with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer’s own terms is hereby rejected, unless otherwise agreed.
1.2 These T also apply exclusively if the Seller, being aware of terms of the Customer that conflict with or deviate from these terms, carries out the delivery to the Customer without special reservation.
1.3 An entrepreneur within the meaning of these TCs 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.
2) Conclusion of Contract
2.1 The product descriptions presented in the Seller’s online shop do not constitute binding offers on the part of the Seller, but serve for the submission of a binding offer by the Customer.
2.2 The Customer can submit the offer via the online order form integrated into the Seller’s online shop. In doing so, after placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the Customer submits a legally binding contract offer in relation to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the Customer can also submit the offer to the Seller by email or by telephone.
2.3 The Seller can accept the Customer’s offer within five days,
by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the Customer is decisive, or
by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer is decisive, or
by requesting payment from the Customer after they have placed their order, or
if payment by direct debit is offered and the Customer chooses this payment method, by collecting the total price from the Customer’s bank account, whereby the point in time when the Customer’s account is debited is decisive.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time when one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the Customer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.
2.4 When submitting an offer via the Seller’s online order form, the text of the contract is stored by the Seller after the contract is concluded and sent to the Customer in text form (e.g., email, fax, or letter) after their order has been sent. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller’s online shop before sending their order, the order data will be archived on the Seller’s website and can be accessed free of charge by the Customer via their password-protected user account by providing the corresponding login data.
2.6 Before bindingly submitting the order via the Seller’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the browser’s zoom function, which helps to enlarge the display on the screen. The Customer can correct their entries within the framework of the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.
2.6 The German language is exclusively available for the conclusion of the contract.
2.7 Order processing and contacting usually take place via email and automated order processing. The Customer must ensure that the email address they provided for order processing is correct, so that emails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.
2.8 If the parties have agreed on special conditions, these generally do not apply to simultaneously running and future contractual relationships with the Customer.
2.9 In the event of the Customer’s economic inability to fulfill their obligations towards the Seller, the Seller can terminate existing exchange contracts with the Customer without notice by withdrawal. This also applies in the event of an insolvency petition by the Customer. Section 321 BGB and Section 112 InsO remain unaffected. The Customer will inform the Seller in writing at an early stage about any impending insolvency.
3) Prices and Payment Terms
3.1 Unless otherwise stated in the Seller’s product description, the prices quoted are net prices, which apply plus statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties, and charges will be charged separately if necessary.
3.2 Various payment options are available to the Customer, which are specified in the Seller’s online shop.
3.3 When selecting the delivery on account payment method, the purchase price is to be paid within 14 (fourteen) days from receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to carry out a credit check when selecting the delivery on account payment method and to reject this payment method in the event of a negative credit check.
3.4 When selecting the SEPA direct debit payment method, the invoice amount is due after a SEPA direct debit mandate has been issued, but not before the deadline for the pre-notification of payment has expired. The direct debit is collected when the ordered goods leave the Seller’s warehouse, but not before the deadline for the pre-notification has expired. Pre-notification is any communication (e.g., invoice, policy, contract) from the Seller to the Customer announcing a debit by means of SEPA direct debit. If the direct debit is not honored due to insufficient account coverage or due to the provision of incorrect bank details, or if the Customer objects to the debit although they are not entitled to do so, the Customer shall bear the fees incurred by the reversal of the respective credit institution if they are responsible for this.
3.5 A payment is deemed to have been received as soon as the equivalent value has been credited to one of the Seller’s accounts. In the event of default in payment, the Seller is entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The Seller’s other statutory rights in the event of a default in payment by the Customer remain unaffected. If claims are overdue, incoming payments are first credited to any costs and interest, then to the oldest claim.
3.6 Should unforeseeable cost increases occur (e.g., currency fluctuations, unexpected price increases by suppliers, etc.), the Seller is entitled to pass the price increase on to the Customer. However, this only applies if the delivery is to take place later than four months after the conclusion of the contract as agreed.
4) Delivery and Shipping Conditions
4.1 The delivery of goods is made by shipping to the delivery address specified by the Customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the Seller’s order processing is decisive.
4.2 The Seller is entitled to make partial deliveries insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is also entitled to issue partial invoices.
4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies in the event that the non-delivery is not the responsibility of the Seller and the Seller has concluded a specific hedging transaction with the supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer will be informed immediately and the consideration will be refunded immediately.
4.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment. This also applies if the Seller bears the costs of transport. Transport insurance is only provided at the special request and expense of the Customer.
4.5 In the event that the shipment of the goods to the Customer is delayed for reasons for which the Customer is responsible, the transfer of risk occurs upon notification of readiness for shipment to the Customer. Any storage costs incurred after the transfer of risk shall be borne by the Customer.
4.6 Collection by the customer is not possible for logistical reasons.
5) Force Majeure
In the event of force majeure events that affect the fulfillment of the contract, the Seller is entitled to postpone the delivery for the duration of the hindrance and, in the case of longer-term delays, to withdraw in whole or in part without any claims against the Seller being derived therefrom. Force majeure includes all events that are unforeseeable for the Seller or those that – even if they were foreseeable – lie outside the Seller’s sphere of influence and whose impact on the fulfillment of the contract cannot be prevented by reasonable efforts by the Seller. Any statutory claims of the Customer remain unaffected.
6) Delay of Performance at the Customer’s Request
If the shipment or delivery of the goods is delayed at the Customer’s request by more than one month after notification of readiness for shipment, the Customer may be charged storage fees for each additional month started in the amount of 0.5% of the purchase price, but not more than a total of 5% of the purchase price. The contracting parties are free to prove higher or lower damages.
7) Retention of Title
7.1 The Seller reserves title to the delivered goods until the owed purchase price has been paid in full. Furthermore, the Seller reserves title to the delivered goods until all of their claims from the business relationship with the Customer have been fulfilled.
7.2 In the event of processing of the delivered goods, the Seller is deemed to be the manufacturer and acquires ownership of the newly created goods. If processing takes place together with other materials, the Seller acquires ownership in the ratio of the invoice values of their goods to that of the other materials. If, in the case of combining or mixing the Seller’s goods with an item of the Customer, the latter is to be regarded as the main item, the co-ownership of the item passes to the Seller in the ratio of the invoice value of the Seller’s goods to the invoice value or, in the absence of such, to the market value of the main item. In these cases, the Customer is deemed to be the custodian.
7.3 The Customer may neither pledge nor assign as security items subject to retention of title or rights. The Customer is only permitted to resell in the ordinary course of business as a reseller on the condition that the Customer’s claims against their customers in connection with the resale have been effectively assigned to the Seller and the Customer transfers ownership to their customer subject to payment. By concluding the contract, the Customer assigns their claims in connection with such sales against their customers to the Seller as security, and the Seller accepts this assignment at the same time.
7.4 The Customer must immediately report any access to the goods owned or co-owned by the Seller or to the assigned claims. They must immediately transfer to the Seller any amounts collected by them that have been assigned to the Seller, insofar as the Seller’s claim is due.
7.5 Insofar 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 portion of the security rights at the Customer’s request.
8) Liability for Defects / Warranty
If the purchased item is defective, the regulations of statutory liability for defects shall apply. Deviating from this:
8.1 Claims for defects do not arise in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, or that arise due to special external influences that are not assumed under the contract. If improper changes or repair work are carried out by the Customer or by third parties, there are also no claims for defects for these and the resulting consequences, unless the Customer can prove that the complained-about fault was not caused by these changes or repair work.
8.2 For new goods, the limitation period for defect rights is one year from delivery of the goods. For used goods, defect rights are excluded.
8.3 The limitations of liability and shortening of limitation periods regulated above do not apply
to items that have been used for a building in accordance with their usual use and have caused its defectiveness,
to claims for damages and reimbursement of expenses by the Customer,
in the event that the Seller has fraudulently concealed the defect, and
for the right of recourse pursuant to Section 445a BGB.
8.4 In the event of supplementary performance, the Seller has the choice between repair or replacement delivery.
8.5 If a replacement delivery is made within the scope of liability for defects, the limitation period does not start anew.
8.6 If supplementary performance has been carried out by way of replacement delivery, the Customer is obliged to return the goods delivered first to the Seller within 30 days. The return package must contain the reason for the return, the Customer’s name, and the number assigned for the purchase of the defective goods, which enables the Seller to assign the returned goods. As long as and to the extent that the assignment of the return is not possible for reasons for which the Customer is responsible, the Seller is not obliged to accept returned goods and to refund the purchase price. The costs of a new shipment shall be borne by the Customer.
8.7 If the Seller delivers a defect-free item for the purpose of supplementary performance, the Seller can claim compensation for use from the Customer in accordance with Section 346 (1) BGB. Other statutory claims remain unaffected.
8.8 If the Customer acts as a merchant within the meaning of Section 1 HGB, they are subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB. If the Customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.
9) Liability
The Seller is liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tortious claims for damages and reimbursement of expenses as follows:
9.1 The Seller is liable without limitation on any legal grounds
in the event of intent or gross negligence,
in the event of intentional or negligent injury to life, body, or health,
on the basis of a guarantee promise, unless otherwise regulated in this regard,
on the basis of mandatory liability such as under the Product Liability Act.
9.2 If the Seller negligently breaches an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited according to the preceding paragraph. Essential contractual obligations are obligations that the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the Customer may regularly rely.
9.3 Otherwise, liability on the part of the Seller is excluded.
9.4 The above liability regulations also apply with regard to the Seller’s liability for their vicarious agents and legal representatives.
10) Limitation Period
Customer claims against the seller are subject to a limitation period of one year from knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies according to the above provision—with the exception of claims regulated under the section “Liability for Defects / Warranty”.
11) Retention, Assignment
11.1 The customer’s rights of retention and refusal to perform are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.
11.2 Assignment of claims arising from the contract concluded with the customer by the customer, in particular assignment of any defect claims of the customer, is excluded.
12) Applicable Law, Place of Jurisdiction
12.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international sale of movable goods.
12.2 If the customer acts as a merchant, legal entity under public law, or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller’s place of business. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer’s professional or commercial activity. In the above cases, however, the seller is in any event entitled to bring an action before the court at the customer’s registered office.
© IT-Recht Kanzlei
As of: June 18, 2025, 3:10:48 PM
© 2004-2025 · IT-Recht Kanzlei
