General Terms and Conditions of Inverthing GmbH
1. Scope of application
(1) All business relations between Inverthing GmbH and the Customer shall be governed exclusively by the following Terms and Conditions of Delivery and Payment in the version valid at the time of the order as well as INCOTERMS 2010.
(2) Customers in the sense of these terms and conditions are exclusively entrepreneurs in the sense of § 14 BGB (German Civil Code). These terms and conditions therefore expressly do not apply to consumers pursuant to § 13 BGB; these can, however, purchase our goods via the online store www.qflame.de, for which separate terms and conditions apply.
(3) Verbal agreements are only valid if they have been confirmed by Inverthing GmbH in writing or in text form (e-mail).
2. Conclusion of Contract
(1) The presentation of the product range on our website is not an offer in the legal sense, but a non-binding invitation to the customer to order goods from Inverthing GmbH or to request a concrete offer there.
(2) By ordering the desired purchase item from the website, the customer submits a binding offer to conclude a purchase contract. This can be done by telephone, in writing or electronically (fax and e-mail). The immediate confirmation of receipt of the order as well as further information on the order do not constitute an acceptance of the offer. In these cases, the contract is concluded when the customer’s offer is accepted by Inverthing GmbH by means of a corresponding express notification in the form of a confirmation e-mail or by dispatching the goods.
(3) In the event that Inverthing GmbH sends an offer to the customer at the customer’s request, the purchase contract is concluded by confirmation of the offer on the part of the customer. This can be done by telephone, in writing or electronically (fax and e-mail).
(4) In the event of negotiations with a sales representative of Inverthing GmbH on the customer’s premises, the purchase contract may also be concluded by the signing of a corresponding purchase contract form by the parties or party representatives present.
(1) The ordered goods will be shipped to the customer by a forwarding agent; the delivery will be made with effect against the customer to the customer, to the address named by the customer in the order and to all persons located there, unless this has been expressly excluded by the customer. The shipments are insured up to an amount of € 1,500.00.
(2) The risk is transferred to the customer when the goods are handed over to the forwarding agent.
(3) Inverthing GmbH strives for a total delivery. Should such a delivery not be possible, partial deliveries are permissible, provided they are not unreasonable for the customer. The customer shall not incur any additional costs for postage and packaging as a result. Delivery dates are only binding if they have been expressly assured by Inverthing GmbH in writing or in text form (e-mail).
(4) If shipment or delivery is delayed due to a circumstance for which the customer is responsible, Inverthing GmbH may charge the customer monthly storage costs in the amount of 1% of the net purchase price of the stored goods, beginning one month after the order.
(5) If, through no fault of Inverthing GmbH, a product cannot be delivered due to force majeure or production difficulties, or if the offered goods are lost prior to delivery to the customer and cannot be procured under reasonable conditions of Inverthing GmbH, Inverthing GmbH will be released from the obligation to deliver. The customer will be informed of this immediately and any consideration paid by the customer will be refunded without delay.
4. Prices and Terms of Payment
(1) The prices shown in the respective offer at the time of the order apply. All prices are quoted in Euro and include the statutory value-added tax. Inverthing GmbH will issue an invoice to the customer for the ordered goods, which will be sent to the customer upon delivery of the goods.
(2) Payments can be made by credit card, immediate bank transfer, on account or by using the payment service PayPal, depending on the offered and selected payment method.
(3) If the customer is in default of payment, Inverthing GmbH is entitled to the statutory default interest. Inverthing GmbH reserves the right to assert a higher claim for damages caused by default.
5. Packaging and Shipping Costs
(1) Packaging and shipping costs will be charged in addition and notified to the customer prior to conclusion of the contract.
(2) In the event of revocation, the customer shall bear the costs of return shipment.
(6) Retention of title
The delivered goods remain the property of Inverthing GmbH until they have been paid for in full. In the event of authorized resale to end customers, the customer hereby assigns its claim against the end customer in the amount of Inverthing GmbH’s claim against the customer.
7. Warranty and Limitation of Liability
(1) In the event of defects, Inverthing GmbH is entitled, at its own discretion, to remedy the defect or to make a replacement delivery. If Inverthing GmbH is unable to remedy the defect or make a replacement delivery, the customer is entitled to demand a reduction in the purchase price or to withdraw from the contract and/or to demand damages, at the customer’s discretion. In all other respects, the statutory provisions shall apply.
(2) Obvious defects shall be notified in writing without undue delay in accordance with Section 377 (1) of the German Commercial Code (HGB). Non-obvious defects shall be notified in writing immediately after discovery. Otherwise the goods shall be deemed to be defective i. Otherwise the goods shall be deemed to have been approved in accordance with § 377 para. 2 HGB.
(3) With the exception of cases of intent and gross negligence, Inverthing GmbH shall only be liable for contractual and non-contractual breaches of duty in the event of breaches of material contractual duties (cardinal duties) which jeopardize the achievement of the purpose of the contract. Excluded from this are already pre-contractual claims. The amount of liability is limited to the foreseeable, typically occurring damages and, in the event of an insurance claim, to the amount of the sum insured.
(4) Liability claims arising from intentional and grossly negligent breaches of duty under guarantee declarations, liability for damages arising from injury to life, limb or health and liability under the mandatory provisions of the Product Liability Act shall remain unaffected by the above exclusions and limitations of liability.
8. Secrecy and Data Protection
(1) The contracting parties undertake to treat as confidential for an unlimited period of time all knowledge of confidential information and trade secrets (“trade secrets”) of the other contracting party obtained in the course of the initiation and performance of the contract and to use such knowledge only for the purposes of the performance of this contract. The trade secrets of Inverthing GmbH also include the services provided under this contract.
(2) The aforementioned obligations do not apply to trade secrets which are
(a) were already public knowledge or known to the other contracting party at the time of their transmission by the contracting party,
(b) have become public after they have been disclosed by the contracting party through no fault of the other contracting party,
(c) have been made available to the other Contracting Party by a third party after their transmission by the Contracting Party in a manner which is not unlawful and without any restriction with regard to secrecy or exploitation,
(d) which have been developed by a contracting party independently, without using the trade secrets of the contracting party,
(e) which must be published in accordance with the law, an official order or a court decision – provided that the publishing party informs the contracting party thereof without delay and supports the contracting party in the defense against such orders or decisions; or
(f) insofar as the Contractual Partner is permitted to use or disclose the trade secrets on the basis of mandatory statutory provisions or on the basis of this Agreement.
(3) Inverthing GmbH complies with the rules of data protection, in particular when it is granted access to the customer’s business. It shall ensure that its employees and vicarious agents also comply with these provisions, in particular it shall oblige them to maintain data secrecy before commencing their activities. Personal data will be handled by Inverthing GmbH in accordance with the provisions of data protection law.
9 Final Provisions
(1) The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Erfurt. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) In particular in cases of changes in the legal situation, supreme court rulings or market conditions, Inverthing GmbH is entitled to unilaterally amend the GTC, provided that the amendment does not place the customer in a worse position.
For this purpose, Inverthing GmbH will provide the customer with the new GTC in text form and grant the customer a period of four weeks in which to object to the GTC. If the customer does not object within these four weeks, the new GTC shall be deemed accepted by the customer.
Inverthing GmbH will inform the customer of the legal consequence at the time of sending the new GTC with the deadline.
(3) Should any provision of this contract be or become invalid or contain a loophole, the legal validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic intentions of the parties. The same shall apply in the event of a loophole. In the event of an invalid term, the legally permissible term shall apply.