General terms and conditions

General Terms and Conditions and Client Information


Table of Contents


1. Scope of Application
2. Conclusion of the Contract
3. Contractual Right to Cancel
4. Prices and Payment Conditions
5. Shipment and Delivery Conditions
6. Force Majeure
7. Delay in Performance
8. Reservation of Title
9. Warranty Claims
10. Liability
11. Statute of Limitation
12. Retention, Assignments
13. Applicable Law and Jurisdiction
1) Scope of Application
1.1 These Terms and Conditions of Primex GmbH (hereinafter referred to as "Seller")
shall apply to all contracts concluded between an entrepreneur (hereinafter referred to
as "Client”) and the Seller relating to all goods and/or services presented in the online
shop of the Seller. The inclusion of the Customer's own conditions is herewith objected
to, unless other terms have been stipulated .
1.2 The present General Terms and Conditions shall also apply exclusively, if the Seller
performs the order without reservation, in the knowledge that the Client’s terms and
conditions may conflict with or deviate from its own.
2) Conclusion of the 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 are merely descriptions which allow the
client to submit a binding offer
2.2 The Client may submit the offer by the online order form integrated into the Seller's
online shop. In doing so, after having placed the selected goods and/or services in the
virtual basket and passed through the ordering process, and by clicking the button
finalizing the order process, the Client submits a legally binding offer of contract with
regard to the goods and/or services contained in the shopping cart.
2.3 The Seller may accept the Client’s offer within five days in one of the following
manners:
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- by transmitting a written order confirmation or an order confirmation in written form
(fax or e-mail) to the Client, insofar as the receipt of the order confirmation by the Client
is decisive, or
- by delivering ordered goods to the Client, insofar as the receipt of goods by the Client
is decisive, or
- by requesting the customer to pay after submitting his order, or
- provided direct debit payment is offered and the Client chooses this payment method,
by collecting the total price directly from the Client’s account, insofar as the time of
debiting the Client’s account is decisive.
The contract shall be concluded at the time when one of the aforementioned
alternatives occurs . Should the Seller not accept the Client's offer within the
aforementioned period of time, this shall be deemed as rejecting the offer, with the
effect that the Client is no longer bound by his statement of intent.
2.4 In case of an order via the Seller’s online order form, the contract's content will be
stored by the Seller and will be sent to the Client in writing including these Terms and
Conditions (for example via e-mail, fax or letter) after the Client has submitted his order.
In addition, the contract's content will be stored on the Seller's website and can be found
by the Client via the password-protected customer account by entering the respective
login information, provided that the Client has created a customer account in the
Seller’s online shop prior to submitting his order.
2.5 Prior to submitting his binding order via the online order form of the Seller, the
Client can correct all the data entered via the usual keyboard and mouse function. 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.
2.6 The German and English language are exclusively available for the conclusion of the
contract.
2.7 Order processing and contacting usually take place via e-mail and automated order
processing. It is the Client' 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
this address. Particularly, it is the Client's responsibility, if SPAM filters are used, to
ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller
with the order processing can be delivered.
2.8 In the event of stipulation of special conditions by the parties, the aforesaid special
conditions do not apply to contractual relationships running simultaneously and in the
future with the Client.
2.9 In the event that the Client is financially unable to fulfill his obligations to the Seller,
the Seller is entitled to end existing exchange contracts with the Client without notice by
means of withdrawal. The same applies even in the event of the Client pleading
insolvency. Section 321 German Civil Code and section 112 German Insolvency Act
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remain unaffected. The Client will inform the Seller in writing about his impending
insolvency in good time.
3) Contractual Right to Cancel
The Seller shall grant the customer a contractual right to cancel under the following
conditions:
3.1 The Client is entitled to cancel a contract within 14 days without giving reasons. The
cancellation period is 14 days and runs from the date the client or a third party
commissioned by the client other than the carrier has acquired material possession of
the last goods.
3.2 When exercising his right to cancel, the Client has to inform the seller about his
decision to cancel the contract by means of a clear statement in text form (for example
a letter with postal delivery, fax or e-mail. Compliance with the cancellation deadline
requires only that the client send his statement regarding his exercise of the right to
cancel in good time prior to the expiry of the cancellation period.
3.3 The Seller can reject the reimbursement until he has received the goods in their
entirety.
3.4 The Client has to return the goods or deliver them without delay and in any case the
latest within 14 days from the day he has given notice to the Seller that he has
cancelled the contract. The time limit is deemed adhered to, if the Client sends back the
goods prior to the expiry of the 14-days time limit.
3.5 The Client bears the risk and the costs of returning the goods.
3.6 The Client shall be liable for any diminished value of the goods in accordance with
the legal regulations.
4) Prices and Payment Conditions
4.1 All prices indicated by the seller are net prices plus the legal value-added tax. Costs
for packaging, loading, freight, insurance (in particular transport insurance), duties and
charges will be calculated separately.
4.2 In case of delivery to countries outside the European Union, additional costs may
incur in individual cases for which the Seller is not responsible and which have to be
borne by the Client. This includes for example transfer fees charged by banking
institutes (transfer charges, exchange fees) or import duties or taxes (customs). Such
costs regarding money transfer may also incur, if delivery is not made in a country
outside the European Union and the Client carries out the payment from a country
outside the European Union.
4.3 Payment can be made using one of the methods mentioned in the seller's online
shop.
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4.4 If prepayment has been agreed upon, payment shall be due immediately upon
conclusion of the contract.
4.5 Payment shall be deemed to have been made if the equivalent value has been
credited to one of the Seller’s accounts. In the event of delayed payment, the Seller may
demand default interest in the amount of ten percent above the relevant base interest
rate. All other legal rights to which the Seller is entitled in the event of delayed payment
of the client remain unaffected. Provided that claims are overdue, payments received
shall be applied first to possible costs and interest and subsequently to the oldest claim.
4.6 If unforeseeable cost increases should occur (such as currency fluctuations,
unexpected rise in prices of suppliers), the Seller is entitled to pass on such price
increases to the Client. However, this only applies if delivery has been agreed to occur
later than four months after conclusion of the contract.
4.7 When choosing the payment method "PayPal" , the handling of payments is done
via the payment service provider PayPal (Europe) S.a.r.l. et Cie, S.C.A., 22-24 Boulevard
Royal, L-2449, subject to the conditions of use which can viewed at
https://www.paypal.com/de/webapps/mpp/ua/useragreement-full. This would require,
among other things, that the Client has opened a PayPal account or that he already has
such an account.
5) Shipment and Delivery Conditions
5.1 Goods are delivered on dispatch route and to the delivery address indicated by the
Client, unless otherwise agreed upon. In the processing of the transaction, the delivery
address indicated during the Seller's order processing shall be applicable.
5.2 The Seller is entitled to make partial deliveries, in so far as it seems reasonable for
the Client. In the event of permissible partial deliveries, the Seller is entitled to issue
partial invoices.
5.3 The Seller reserves the right to withdraw from the contract in the event of his own
suppliers failing to deliver or if such delivery is incorrect. This only applies if the Seller is
not liable for the non-delivery and if the Seller has concluded a congruent covering
transaction with his supplier. The Seller shall make every reasonable effort to obtain the
goods. In the case of the unavailability or the partial availability of the goods, the Client
will be informed without delay and payments made by the Client will be immediately
refunded.
5.4 The risk of accidental destruction and accidental deterioration of the goods shall be
transferred to the Client upon delivery of the goods to an adequate forwarding company.
The same applies as well if the Seller bears the costs of the transport. Transport
insurance is provided only upon the Client’s instruction and at his own cost. If
installation and assembly are owed by the Seller, the risk passes to the Client with the
handing over of the completely installed and assembled goods to the Client.
5.5 Should delivery of the goods to the Client be delayed for reasons for which he is
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responsible, the risk passes to him with the notification of the readiness for dispatch.
Possible storage costs incurred after the risk has been transferred are borne by the
client.
5.6 Personal collection is not possible for logistical reasons.
6) Force Majeure
In cases of force majeure having an impact on the performance of the contract, the
Seller is entitled to postpone the delivery for the duration of the hindrance and, in the
event of a longer-term impediment, to withdraw from the contract without giving rise to
claims asserted against him by the Client. The term “force majeure” shall mean any
event which is unforeseeable for the Seller; or any event, even if it were foreseeable,
would be beyond the control of the Seller, and whose impact on the performance of the
contract could not therefore be averted despite reasonable efforts made by the Seller.
Possible legal claims of the Client remain unaffected.
7) Delay in Performance
7.1 In case of delay in performance, the Client is entitled to withdraw from the contract
within the framework of the statutory provisions provided that the Seller bears the
responsibility of delay.
7.2 In the event of default on the part of the Seller, the Client is obliged to give notice
within a reasonable period of time, whether he wishes to withdraw from the contract or
insists on the delivery being carried out.
7.3 If shipping is delayed at the request of the Client for more than one month after he
has been duly notified of the readiness for shipment, the Client will be charged a
monthly fee for the storage costs to the amount of 0,5% of the goods to be delivered,
however, these fees shall not amount to more than 5% of the total price.
7.4 The proof of a higher or a lower damage is expressly reserved to both parties.
7.5 The above liability limitations do not apply in the event of intent, malice
aforethought, gross negligence and in event of damages caused by injury to life,
physical injury or injury to health.
8) Reservation of Title
8.1 The Seller reserves the right of ownership of the delivered goods until complete
payment of the purchase price has been effected. In addition, the Seller reserves the
right of ownership of the goods until all his claims arising from his business relationship
with the Client are met.
8.2 In the case of processing of delivered goods, the Seller shall be considered the
manufacturer and shall acquire ownership of the newly arising goods. If processing is
done with other materials, the Seller acquires ownership in proportion to the invoice
amount of his delivered goods to the value of the other used materials. In the case of
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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. In this
case, the Seller acquires the co-ownership of this new object in proportion to the
purchase price of his goods or – in the absence of such a purchase price - in proportion
to the current market value. In those cases the Client is considered to be the custodian.
8.3 Goods under reservation of title may neither be pledged nor transferred by way of
security. The Client, in his capacity as a reseller, is only allowed to resell in the normal
course of business on condition that the Client’s claims against his customers arising
from the resale will be assigned effectively to the Seller and the ownership of the goods
will be transferred under the condition of payment. By concluding a contract, the Client
assigns his claims against his customers arising from those sales to the Seller by way of
security. The Seller accepts that assignment simultaneously.
8.4 The Client 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.
8.5 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 part of his
security rights at the Client’s request.
9) Warranty Claims
In cases of defects the legal provision will apply. Deviating therefrom, the following shall
apply to items which have not been used in accordance with their normal use for a
building and which have caused its defectiveness.
9.1 An insignificant defect does not cause warranty claims and does not entitle the
Client to refuse delivery of the goods. Should part of the goods be defective in a
significant manner, the Client is not entitled to refuse total delivery. This does not apply
if partial delivery is of no interest to the Client. Furthermore, payments effected by the
client 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.
9.2 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 stress, and unsuitable operating equipment or caused by special external
influences not covered by the contract, or caused by non-reproducible disturbances. If
the Client or a third party undertakes modifications or maintenance works which are
improper, no warranty claims can be made for the resulting damages, unless the Client
can prove that the notified defect was not caused by those modifications or
maintenance works.
9.3 Warranty claims are excluded in cases of used goods.
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9.4 The limitation period for any claim arising from defects is one year calculated from
delivery of the goods. Subsequent performance (new delivery or remedying of a defect)
shall affect exclusively the period of limitation for claims arising from defects which led
to the subsequent performance.
9.5 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 (Section
445a German Civil Code) as well as to claims for damages and compensation of
expenses the Client can make according to the relevant legal provisions related to
defects. Section 9 will apply for the latter claims.
9.6 If the client is a business person, 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 Client fails to comply with those obligations, the goods shall be deemed as
approved, unless the defect was not recognizable during inspection.
9.7 In the case of subsequent performance, the Seller has the right to choose between
rectification and replacement delivery.
9.8 In the case of replacement delivery, the Client 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 Client 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 insofar as the
identification of the returned goods is not possible on grounds for which the Client is
answerable, the Seller is not bound to accept returned goods and to refund the purchase
price. The costs for resending the goods will be borne by the Client.
9.9 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.
10) Liability
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.
10.1 The Seller is liable for every legal reason without limitation:
- In cases of intent or gross negligence, or
- in cases of negligent or willful physical injury or negligent or willful injury of life, body
or health of a person, or,
- on the grounds of a warranty promise, unless otherwise agreed,or,
- on the grounds of compulsory statutory liability as defined, for example, in the product
liability law.
10.2 If the Seller has violated essential contractual obligations through negligence, his
liability is limited to foreseeable damage typical of the contract, unless unlimited liability
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applies pursuant to section 9, para 1. Essential contractual obligations are those
obligations the contract imposes on the Seller which are material to the contract and
whose fulfillment makes the due performance of the contract possible and on the
performance of which the Client normally relies and is intended to rely.
10.3 Otherwise, the Seller’s liability is excluded.
10.4 The aforementioned liability provisions will also apply in the case of the Seller’s
liability for his assistants and legal representatives.
11) Statute of Limitation
The Client’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.
12) Retention, Assignments
12.1 The right of retention and the right to retain performance are excluded, unless the
Seller does not deny the underlying counterclaims or unless those claims have been
recognized by declaratory judgment.
12.2 The assignment of claims by the Client arising from the contract with the Client, in
particular the assignment of Client’s warranty claims, are excluded.
13) Applicable Law and Jurisdiction
13.1 The laws of the Federal Republic of Germany shall apply to all legal relations
between the parties to the exclusion of the laws on 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
place where the Seller has his principle place of business. The same applies if the Client
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. In any event
regarding the aforementioned cases, the Seller is entitled to appeal to the court at the
Client’s domicile.
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