Terms and Conditions
Table of contents
- Scope
- Conclusion of contract
- Prices and payment terms
- Delivery and shipping conditions
- Force majeure
- Delay in performance at the customer’s request
- Retention of title
- Liability for defects / Warranty
- Liability
- Statute of limitations
- Retention, assignment
- Special conditions for the processing of goods according to specific customer requirements
- Applicable law, place of jurisdiction
1) Scope
1.1 These General Terms and Conditions (hereinafter “GTC”) of ACS3000 coatings GmbH (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 and conditions is hereby rejected, unless otherwise agreed.
1.2 These terms and conditions shall also apply exclusively if the seller, with knowledge of conflicting or deviating terms and conditions of the customer, carries out the delivery to the customer without special reservation.
1.3 For the purposes of these General Terms and Conditions, an entrepreneur 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 displayed in the seller’s online shop do not constitute binding offers on the part of the seller, but serve as an invitation to the customer to submit a binding offer.
2.2 The customer can submit an offer via the online order form integrated into the seller’s online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding offer to purchase the goods and/or services contained in the shopping cart by clicking the button that finalizes the order. Alternatively, the customer can also submit the offer to the seller by email, fax, online contact form, mail, or telephone.
2.3 The seller may 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 in this respect, or
- by requesting payment from the customer after they have placed their order, or
- provided that payment by direct debit is offered and the customer chooses this payment method by having the total price debited from the customer’s bank account, whereby the decisive factor is the time at which the customer’s account is debited.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time when one of the aforementioned alternatives first occurs. 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 is considered a rejection of the offer, with the consequence 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 handled by the payment service provider PayPal (Europe) S.à rl et Cie, SCA, 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full , or – if
2.5 When submitting an offer via the seller’s online order form, the contract text is stored by the seller after the conclusion of the contract and sent to the customer in text form (e.g., email, fax, or letter) after the order has been placed. The seller does not make the contract text available in any other way. If the customer has created a user account in the seller’s online shop before placing their order, the order data is archived on the seller’s website and can be accessed free of charge by the customer via their password-protected user account using the corresponding login details.
2.6 Before submitting a binding order via the seller’s online order form, the customer can identify potential input errors by carefully reading the information displayed on the screen. An effective technical aid for better identifying input errors is the browser’s zoom function, which enlarges the screen display. The customer can correct their entries during the electronic ordering process using standard keyboard and mouse functions until they click the button that completes the order.
2.7 Only the German and English languages are available for concluding the contract.
2.8 Order processing and communication generally take place via email and automated order processing. The customer must ensure that the email address provided for order processing is correct so that emails sent by the seller can be received at that address. In particular, if using spam filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller for order processing can be delivered.
2.9 If the parties have agreed on special conditions, these do not generally apply to existing and future contractual relationships with the customer.
2.10 If the customer is financially unable to fulfill their obligations to the seller, the seller may terminate existing exchange contracts with the customer without notice by withdrawing from the contract. This also applies in the event of the customer filing for insolvency. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The customer shall inform the seller in writing of any impending insolvency at an early stage.
3) Prices and payment terms
3.1 Unless otherwise stated in the seller’s product description, the prices quoted are net prices, plus applicable VAT. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and taxes will be charged separately, if applicable.
3.2 The customer has various payment options available, which are specified in the seller’s online shop.
3.3 If advance payment by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.
3.4 When selecting a payment method offered via the “PayPal” payment service, payment processing is handled by PayPal, which may also utilize the services of third-party payment service providers. If the seller also offers payment methods via PayPal where they provide services to the customer in advance (e.g., purchase on account or installment payment), they assign their payment claim to PayPal or to the payment service provider commissioned by PayPal and specifically named to the customer. Before accepting the seller’s assignment, PayPal or the payment service provider commissioned by PayPal conducts a credit check using the transmitted customer data. The seller reserves the right to refuse the selected payment method to the customer in the event of a negative credit check result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, payment can only be made to PayPal or the payment service provider commissioned by PayPal with legally binding effect. However, even in the case of assignment of the claim, the seller remains responsible for general customer inquiries. B. regarding goods, delivery time, shipping, returns, complaints, notices of cancellation and returns or credit notes.
3.5 When selecting the payment method “SOFORT,” payment processing is handled by the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter “SOFORT”). To pay the invoice amount via “SOFORT,” the customer must have an online banking account enabled for participation in “SOFORT,” authenticate themselves accordingly during the payment process, and confirm the payment instruction to “SOFORT.” The payment transaction is then carried out immediately by “SOFORT,” and the customer’s bank account is debited. Further information on the “SOFORT” payment method can be found online at https://www.klarna.com/sofort/
3.6 When selecting credit card payment via Stripe, the invoice amount is due immediately upon conclusion of the contract. Payment processing is handled by 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 conduct a credit check and to refuse this payment method in the event of a negative credit assessment.
3.7 When selecting a payment method offered via the payment service “Stripe,” payment processing is handled by 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 displayed to the customer in the seller’s online shop. Stripe may use other payment services to process payments, for which separate terms and conditions may apply. The customer will be notified separately of any such terms and conditions. Further information about Stripe is available online at https://stripe.com/de .
3.8 A payment is deemed received as soon as the equivalent value has been credited to one of the seller’s accounts. In the event of late payment, the seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The seller’s other legal rights in the event of late payment by the customer remain unaffected. If any claims are overdue, incoming payments will first be applied to any costs and interest, and then to the oldest outstanding claim.
3.9 Should unforeseen cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers, etc.), the seller is entitled to pass the price increase on to the customer. However, this only applies if delivery is scheduled to take place more than four months after the conclusion of the contract.
4) Delivery and shipping conditions
4.1 Unless otherwise agreed, goods will be delivered by mail to the delivery address specified by the customer. The delivery address specified in the seller’s order processing system is decisive for the processing of the transaction.
4.2 The seller is entitled to make partial deliveries, provided 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 delivery to the seller by its own suppliers. This applies only if the non-delivery is not the seller’s fault and the seller has concluded a specific cover transaction with the supplier with due diligence. The seller will make every reasonable effort 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 payment will be refunded immediately.
4.4 The risk of accidental loss or accidental damage to the goods sold passes to the customer as soon as the seller has handed the goods over to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided at the customer’s express request and expense.
4.5 If the shipment of goods to the customer is delayed for reasons attributable to the customer, the risk passes to the customer upon notification of readiness for shipment. Any storage costs incurred after the transfer of risk shall be borne by the customer.
4.6 Self-collection is not possible for logistical reasons.
5) Force majeure
In the event of force majeure affecting the performance of the contract, the seller is entitled to postpone delivery for the duration of the impediment and, in the case of longer-term delays, to withdraw from the contract in whole or in part, without any claims arising against the seller. Force majeure includes all events unforeseeable by the seller or those which – even if foreseeable – are beyond the seller’s control and whose impact on the performance of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory rights of the customer remain unaffected.
6) Delay in performance at the customer’s request
If, at the customer’s request, shipment or delivery of the goods is delayed by more than one month after notification of readiness for shipment, the customer may be charged storage fees of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The parties remain free to prove a higher or lower amount of damages.
7) Retention of title
7.1 The seller retains title to the delivered goods until full payment of the purchase price is received. Furthermore, the seller retains title to the delivered goods until all claims arising from the business relationship with the customer have been settled.
7.2 In the event of processing of the delivered goods, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the seller acquires ownership in proportion to the invoice value of its goods relative to that of the other materials. If, in the event of combination or mixing of the seller’s goods with an item belonging to the customer, the latter is to be regarded as the principal item, co-ownership of the item passes to the seller in proportion to the invoice value of the seller’s goods relative to the invoice value, or, in the absence thereof, the market value, of the principal item. In these cases, the customer is considered the custodian.
7.3 The customer may neither pledge nor assign as security any goods subject to retention of title or other rights. The customer is only permitted to resell the goods in the ordinary course of business if, as a reseller, the customer has effectively assigned to the seller all claims against its customers arising from such resale and the customer transfers title to the goods to its customers subject to payment. By concluding this contract, the customer assigns to the seller, as security, all claims against its customers arising from such resales, and the seller simultaneously accepts this assignment.
7.4 The customer must immediately notify the seller of any access to goods owned or co-owned by the seller or to assigned receivables. The customer must immediately remit to the seller any amounts collected by the customer that have been assigned to the seller, insofar as the seller’s claim is due.
7.5 If 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 provisions of statutory warranty law apply. The following applies in deviation from this:
8.1 Warranty claims do not arise in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, or due to special external influences not anticipated by the contract. If improper modifications or repairs are carried out by the customer or third parties, no warranty claims exist for these modifications or repairs and their consequences, unless the customer can prove that the reported malfunction was not caused by these modifications or repairs.
8.2 For new goods, the limitation period for claims based on defects is one year from delivery of the goods. For used goods, rights and claims based on defects are excluded.
8.3 The aforementioned limitations of liability and reductions of the limitation period do not apply.
- for items which, according to their usual purpose, have been used for a building and have caused its defectiveness,
- for claims for damages and reimbursement of expenses by the customer,
- in the event that the seller has fraudulently concealed the defect, as well as
- for the right of recourse under § 445a BGB.
8.4 In the event of subsequent performance, the seller has the right to choose between repair or replacement.
8.5 If a replacement delivery is made under the warranty for defects, the limitation period does not begin anew.
8.6 If the remedy for a defect is provided by way of replacement delivery, the customer is obligated to return the originally delivered goods to the seller within 30 days. The return package must include the reason for the return, the customer’s name, and the order number assigned to the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and to the extent that identification of the return is not possible for reasons attributable to the customer, the seller is not obligated to accept the returned goods or to refund the purchase price. The customer bears the costs of any reshipment.
8.7 If the seller delivers a defect-free item for the purpose of subsequent performance, the seller may claim compensation for use from the customer in accordance with Section 346 Paragraph 1 of the German Civil Code (BGB). Other statutory claims remain unaffected.
8.8 If the customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), he is subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). If the customer fails to comply with the notification obligations stipulated therein, the goods are deemed to have been approved.
9) Liability
The seller is liable to the customer for all contractual, quasi-contractual and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:
9.1 The seller is fully liable for any legal reason.
- in cases of intent or gross negligence,
- in the event of intentional or negligent injury to life, body or health,
- based on a guarantee promise, unless otherwise stipulated,
- due to mandatory liability, such as under the Product Liability Act.
9.2 If the seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damages typical for this type of contract, unless unlimited liability applies pursuant to the preceding clause. Material contractual obligations are those obligations that the contract imposes on the seller according to its content for the achievement of the contractual purpose, the fulfillment of which is essential for the proper performance of the contract, and on the observance of which the customer may regularly rely.
9.3 Furthermore, the seller’s liability is excluded.
9.4 The foregoing liability provisions also apply with regard to the seller’s liability for his vicarious agents and legal representatives.
10) Statute of limitations
Claims of the customer against the seller shall become statute-barred – with the exception of claims regulated under the point “Liability for Defects / Warranty” – one year from knowledge of the facts giving rise to the claim, but at the latest five years after performance of the service, unless unlimited liability applies in accordance with the preceding clause.
11) Retention, assignment
11.1 The customer’s rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.
11.2 The assignment of claims arising from the contract concluded with the customer by the customer, in particular the assignment of any warranty claims of the customer, is excluded.
12) Special conditions for the processing of goods according to specific customer requirements
12.1 The customer shall indemnify the seller against any third-party claims arising from the seller’s contractual use of the customer’s content and any infringement of the third party’s rights. The customer shall also bear all necessary costs of legal defense, including all court and attorney fees at the statutory rate. This does not apply if the customer is not responsible for the infringement. In the event of a third-party claim, the customer is obligated to provide the seller immediately, truthfully, and completely with all information necessary for examining the claims and mounting a defense.
12.2 The seller reserves the right to refuse processing orders if the content provided by the customer violates legal or regulatory prohibitions or contravenes accepted standards of decency. This applies in particular to the provision of content that is unconstitutional, racist, xenophobic, discriminatory, offensive, harmful to minors, and/or glorifies violence.
13) Applicable law, place of jurisdiction
13.1 All legal relations between the parties shall be governed by the law of the Federal Republic of Germany, excluding the laws on the international sale of goods.
13.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, and has its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be 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 shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the aforementioned cases, however, the seller shall in any event be entitled to bring an action before the court at the customer’s registered office.