Terms and conditions
1.1 Terms and conditions (following “TOS”) of Protection Impuls UG (following “business owner”), apply to all contracts for the delivery of goods that an entrepreneur (following “customer”) finalizes with the business owner regarding to the goods presented by the business owner. We hereby disagree to include the customer’s own terms unless otherwise agreed.
1.2 These TOS shall also apply exclusively if the business owner makes a delivery to the customer without special reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from these TOS.
1.3 A customers within the meaning of these TOS is a natural or legal person or a legally responsible partnership who, when finalizing a legal transaction, acts in terms of his commercial or independent professional work.
1.4 Customers within the meaning of these TOS can also be public authorities or other institutions under public law if they act exclusively under private law when finalizing a contract.
2) Completion of contracts
2.1 Any product descriptions presented by the business owner do not necessarily represent a binding offers by the business owner, but rather serve for a submission of a binding offer by the customer.
2.2 The customer submits his or her offer using the business owner’s order form provided online. The customer submits a legally binding contract offer only after selecting the requested goods and/or services with his signature.
2.3 The business owner obligates to accept the customer’s offer within 3 business days
- by sending a written order confirmation or an order confirmation in electronic text form (fax or e-mail) to the customer, 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 the customer to pay after he has submitted his offer, 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 time at which the customer’s account is debited is decisive.
If several of the above named options apply the contract is concluded by the time when one of the above named options occurs first. The term of acceptance starts on the day after the costumer sends off his offer and ends by the end of the fifth day following the dispatch of the offer. If the business owner does not accept the costumer’s offer within the mentioned period it is rated a rejection of the customer’s offer. Consequently, the costumer is no longer bounded to his declaration of intent.
2.4 When submitting an offer via the business owner’s online order form, the text of the contract will be stored by the business owner after the completion of the contract and sent to the customer in (electronic) text form (e.g. e-mail, fax or letter) after the customer has sent his order. The business owner is not obligated to make the text of the contract accessible beyond this.
2.5 A completion of a contract is only available in German and English language.
2.6 Order processing and contacting normally take place via e-mail and automated order processing. The customer must ensure that the e-mail address provided by him or her for order processing is correct, so that e-mails sent by the business owner can be received correctly. If SPAM filters are used, the customer must ensure that all e-mails sent by the business owner or by third parties, commissioned by the business owner to process the order, can be delivered.
2.7 If the parties have agreed on special conditions, it is important to take notice that these are generally not valid for current and future contractual relationships with the customer.
2.8 In case of economic inability of the customer to fulfil his obligations towards the business owner, the business owner can end existing exchange contracts with the customer without notice by withdrawal. This also applies in the event of an insolvency application by the customer. § 321 BGB (German Civil Code) and § 112 InsO (insolvency regulation) remain unaffected. The customer must inform the business owner of any possible upcoming payment difficulties in written form in time.
3) Contractual right of revocation
The business owner grants the customer a contractual right of revocation according to following conditions:
3.1 The customer has the right to revoke this contract within fourteen days without stating reasons.
The withdrawal period counts fourteen days from the day on which the customer or a designated third party by the customer other than the carrier has taken possession of the last goods.
3.2 In order to use any right of withdrawal, the customer must inform the business owner of his decision to withdraw from the contract by sending off a clear declaration in (electronic) text form (e.g. a letter, fax or e-mail sent by post). In order to comply with the revocation period, it is enough for the customer to send the notification of using his or her right of revocation before the end of the revocation period.
3.3 If the customer revokes the contract in a proper way and on time, the business owner will refund the purchase price paid to the customer. This does not include shipping costs and any costs accrued for the payment method chosen by the customer. The purchase price will be refunded within fourteen days counting the day on which the business owner receives notification of the revocation of the contract.
3.4 The business owner may refuse a refund until the goods have been fully returned.
3.5 The customer must return or hand over the goods to the business owner without any delay and in any case within fourteen days at the latest counting the day on which he informs the business owner of the revocation of the contract. The time limit counts as adhered if the customer dispatches the goods before the expiry of the fourteen-day period.
3.6 The customer bears the costs and the risk of returning the goods.
3.7 The customer is liable for any loss of value of the goods according to legal regulations.
4) Prices and terms of payment
4.1 Unless otherwise mentioned in the business owner´s product description, the prices quoted are net prices which are subject to the addition of the statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and charges shall be invoiced separately.
4.2 Various payment options are available to the customer.
4.3 If the payment method “Delivery on invoice” is selected, the purchase price is due after the goods have been delivered and invoiced.
4.4 If the “SEPA Direct Debit” payment method is selected, the invoice amount is due for payment after a SEPA Direct Debit Mandate has been issued but not before the expiry of the deadline for advance information. The direct debit is followed, when the ordered goods leave the business owner´s warehouse, but not before the expiry of the period for advance information. Pre-Notification is any communication (e.g. invoice, policy, contract) from the business owner to the customer announcing a debit by SEPA direct debit. If the direct debit is not honoured due to insufficient funds in the account or due to the provision of incorrect bank details, or if the customer objects to the debit although he is not entitled to do so, the customer shall bear the fees arising from the chargeback by the respective bank if he is responsible for this. The seller reserves the right to carry out a credit check when selecting the SEPA direct debit payment method and to reject this payment method if the credit check is negative.
4.5 A payment shall be deemed received as soon as the equivalent amount has been credited to one of the Seller’s accounts. In the event of late payment, the Seller shall be entitled to interest on arrears at a rate of 10 percentage points above the respective base interest rate. The other legal rights of the seller in the event of a default in payment by the customer remain unaffected. If receivables are overdue, incoming payments shall first be credited against any costs and interest, then against the oldest receivable.
4.6 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.) the seller is entitled to pass on the price increase to the customer. However, this shall only apply if delivery is to take place later than four months after conclusion of the contract as agreed.
5) Delivery and shipping conditions
5.1 The delivery of goods is carried out by dispatch to the delivery address indicated by the customer, unless otherwise agreed. The delivery address indicated in the order processing of the seller is decisive for the transaction.
5.2 In the case of goods delivered by a forwarding agent, delivery shall be “free kerb”, i.e. to the public kerb nearest to the delivery address, unless otherwise stated in the Seller’s shipping information and unless otherwise agreed.
5.3 The seller is entitled to make partial deliveries as far as this is reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.
5.4 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This only applies in the event that the seller is not responsible for the non-delivery and the seller has concluded a concrete covering transaction with the supplier with due care. The seller will make all reasonable efforts to procure the goods. In case 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 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only taken out at the special request and for the account of the customer.
5.6 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 shall take place upon notification of readiness for shipment to the customer. Any storage costs incurred shall be covered by the customer after the transfer of risk.
5.7 In the case of self-collection, the seller shall first inform the customer by e-mail that the goods ordered by him are ready for collection. After receipt of this e-mail, the customer can pick up the goods as agreed with the seller. In this case no shipping costs will be charged.
6) Force majeure
In the event of force majeure events affecting the performance of the contract, the Seller shall be entitled to postpone the delivery for the duration of the hindrance and, in the event of longer delays, to withdraw from the contract in whole or in part, without any claims against the Seller being able to be derived therefrom. Force majeure shall be defined as all events that are unforeseeable for the seller or such events that – even if they were foreseeable – are beyond the seller’s control and whose effects on the fulfilment of the contract cannot be prevented by reasonable efforts of the seller. Any legal claims of the customer remain unaffected.
7) Delay in performance if requested by the customer
If dispatch or delivery of the goods is delayed at the customer’s request by more than one month after notification of readiness for dispatch, the customer may be charged storage fees of 0.5% of the purchase price for each additional month or part thereof, but no more than a total of 5% of the purchase price. The contracting parties are free to prove higher or lower damages.
8) Retention of title
8.1 The seller reserves the right of the ownership of the delivered goods until full payment of the purchase price has been made. Furthermore, the seller retains title to the delivered goods until all his claims arising from the business relationship with the customer have been met.
8.2 In case 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 the ratio of the invoice values of his goods to those of the other materials. If, in the event of the goods of the seller being combined or mixed with an item of the customer, this is to be regarded as the main item, the co-ownership of the item shall pass 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 shall be deemed the custodian.
8.3 The customer may neither pledge nor assign by way of security any items subject to reservation of title or legal reservation of ownership. The customer is only permitted to resell the goods as a reseller in the normal course of business under the condition that the customer has effectively assigned to the seller his claims against his customers in connection with the resale and that the customer transfers ownership to his customer subject to payment. By concluding the contract, the customer assigns his claims against his customers in connection with such sales to the seller by way of security, who simultaneously accepts this assignment.
8.4 The customer shall immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He must immediately transfer to the seller any amounts assigned to the seller and collected by him, insofar as the seller’s claim is due.
8.5 If the value of the Seller’s security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding proportion of the security interests at the Customer’s request.
9) Liability for defects / warranty
If the purchased item is defective, the provisions of the statutory liability for defects shall apply. Deviating from this applies:
9.1 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 strain, unsuitable operating materials or that arises due to special external influences that are not provided for according to the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the disruption complained of was not caused by these modifications or repair work.
9.2 In the case of new goods, the limitation period for claims for defects is one year from delivery of the goods. In the case of used goods, the rights and claims for defects are excluded.
9.3 The above-mentioned limitations of liability and shortening of the limitation period shall not apply for goods which have been used for a building in accordance with their usual use and have caused its defectiveness, for claims for damages and reimbursement of expenses of the customer, in the event that the Seller has fraudulently concealed the defect, and for the right of recourse according to § 445a BGB.
9.4 In the event of subsequent performance, the Seller shall have the right to choose between rectification of defects or replacement delivery.
9.5 If a replacement delivery is made within the scope of the liability for defects, the limitation period shall not start again.
9.6 If the subsequent performance is done in the form of a 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 to the purchase of the defective goods, which enables the seller to identify the returned goods. As long as and to the extent that the assignment of the return shipment 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 customer shall bear the costs of a new shipment.
9.7 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 § 346 para. 1 BGB. Other legal claims remain unaffected.
9.8 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), the customer shall be subject to the commercial duty to examine and give notice of defects pursuant to § 377 HGB. If the customer omits the duties of notification regulated therein, the goods shall be deemed approved.
The seller is liable to the customer from all contractual, quasi-contractual and legal, including tortious claims for damages and reimbursement of expenses as follows
10.1 The seller is liable without limitation for any legal reason in case 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 provided for in this respect, due to mandatory liability such as under the Product Liability Act.
10.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability is assumed in accordance with the above clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely.
10.3 Any further liability of the seller is excluded.
10.4 The above liability provisions shall also apply with regard to the Seller’s liability for its vicarious agents and legal representatives.
11) Statute of limitation
Claims of the customer against the seller – with the exception of the claims regulated under the item “Liability for defects / Warranty” – shall become statute-barred one year after knowledge of the facts substantiating the claim, at the latest, however, five years after performance of the service, unless unlimited liability is provided for in accordance with the above item.
12) Retention, assignment
12.1 Rights of retention and rights to refuse performance on the part of the customer are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.
12.2 An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects by the customer, is excluded.
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 purchase of movable goods.
13.2 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 shall be the registered office of the seller. If the customer has his registered office outside the territory of the Federal Republic of Germany, the seller’s registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the Seller shall in any case be entitled to appeal to the court at the customer’s place of business.