General Terms and Conditions of Delivery for Internet Sales of Louis Renner GmbH

§ 1 General, Customers, Language

(1) All offers, purchase contracts, deliveries and services based on orders placed by our Customers (hereinafter each, a “Customer”) via our Online Shop www.store.louis-renner.de (hereinafter the “Online Shop”) are subject to these General Terms and Conditions of Delivery.

(2) The product offerings in our Online Shop are directed exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code, i.e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business or professional activity) as well as legal entities under public law and special funds under public law. The Customer is required to confirm the above upon registration and placement of the order in the Online Shop.

(3) These General Terms and Conditions of Delivery apply exclusively to orders placed in our Online Shop. The Customer’s general terms and conditions shall not apply, even if we do not separately object to their validity in each individual case or if we execute an order in the Online Shop with knowledge of the Customer’s general terms and conditions without declaring a reservation.

(4) Our contracts with the Customer shall be made exclusively in the German or English language, in each case depending on whether the Customer makes the relevant purchase on our English or German language website. Therefore, if the order is made on our German website, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made on our English website, exclusively the English version of these General Terms and Conditions shall be relevant. English terms to which a German translation has been added shall have the meaning assigned to them by the relevant German term.

§ 2 Conclusion of Contract

(1) Our offers in the Online Shop are subject to change and non-binding.

(2) By placing an order in the Online Shop, the Customer makes a binding offer to purchase the relevant product. We can accept the offer until the end of the second working day following the day of the offer. The minimum order value is EUR 100.00 net. We are not obliged to accept offers from the Customer that are below this amount.

(3) We will send the Customer a confirmation of receipt of the offer immediately after receipt of the offer, which does not constitute acceptance of the offer. The offer shall only be deemed to have been accepted by us as soon as we declare acceptance to the Customer (by e-mail) or dispatch the goods. The purchase contract with the Customer is only concluded upon our acceptance.

(4) Insofar as we provide illustrations, dimensioned drawings or other technical information (formulas, specifications, plans, calculations) for our products in the Online Shop, we reserve the ownership or copyright to these.

§ 3 Prices and Payment

(1) Our prices are net prices excluding statutory value added tax and excluding any shipping costs, customs duties, fees and similar charges to be borne by the Customer.

(2) We only deliver against advance payment (against invoice) or – for Customers who have been activated for this – on account.

(3) If delivery on account has been agreed, our invoices shall be due for payment within 10 days of dispatch of the goods and receipt of the invoice by the Customer. Upon expiry of this payment period, the Customer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(4) The Customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been legally determined by a final and binding decision.

§ 4 Deadlines for the shipment of goods, Sales, Partial Deliveries

(1) All deadlines for the dispatch of the goods specified by us in the order or otherwise agreed shall commence,

(a) if delivery against advance payment has been agreed, on the day of receipt of the full purchase price (including VAT and shipping costs) or

(b) if payment on account has been agreed, on the day the purchase contract is concluded.

The day on which we hand over the goods to the shipping company shall be decisive for compliance with the shipping date.

(2) Deadlines specified by us for the dispatch of the goods are always only approximate and may therefore be exceeded by up to five working days. This shall not apply if a fixed dispatch date has been agreed. If no deadline or date for shipment is specified or otherwise agreed, shipment within (five) working days shall be deemed to have been agreed.

(3) We are entitled to sell off the goods at any time (even if they are marked as “in stock” on the order form) if delivery is made against advance payment and payment is not received by us within a period of (five) working days after our acceptance of the offer. In this case, the goods will only be dispatched within the agreed period or the period specified by us while stocks last.

(4) If the Customer has purchased several separately usable products in one order, we can also send these in several separate deliveries, whereby we shall bear the additional shipping costs incurred as a result. However, if one of the products ordered is marked as not in stock in the Online Shop and the Customer declares his wish for advance delivery of the products in stock, he shall bear the additional shipping costs incurred as a result. This shall not restrict the Customer’s statutory rights with regard to timely and proper delivery.

§ 5 Type and Time of Shipment, Insurance and Passing of Risk

(1) Unless expressly agreed otherwise, we shall determine the appropriate mode of shipment and the transportation company at our reasonable discretion.

(2) We are only responsible for the timely and proper delivery of the goods to the transport company and are not responsible for delays caused by the transport company. A shipping time stated by us (period between handover by us to the transport company and delivery to the Customer) is therefore non-binding.

(3) The risk of accidental destruction, accidental damage or accidental loss of the delivered goods shall pass to the Customer upon delivery of the goods to the transport company, provided that we are only responsible for shipment (para. 2).

(4) We shall insure the goods against the usual transportation risks at our expense.

§ 6 Retention of title

(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims). The Customer shall treat the reserved goods with care.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures). In the event of seizure of the reserved goods by third parties – in particular by bailiffs – the Customer shall draw attention to our ownership and inform us immediately so that we can enforce our ownership rights.

(3) If the Customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the Customer does not pay the purchase price due, we may only assert these rights if we have previously set the Customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) Until revoked in accordance with (d) below, the Customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The Customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph (a). We accept the assignment. The obligations of the Customer stated in paragraph 2 shall also apply in consideration of the assigned claims.

(c) The Customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the Customer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we may demand that the Customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the Customer’s authorization to resell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Customer’s request.

§ 7 Warranty

(1) The statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below.

(2) The Customer’s claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of goods which are intended for installation or other further processing, the Customer must in any case carry out an inspection immediately before processing. If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within two weeks of delivery, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Customer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the Customer fails to properly inspect the goods and/or report defects, we shall not be liable for the defect not reported or not reported on time or not reported properly.

(3) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, he may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(4) We are entitled to make the subsequent performance owed dependent on the Customer paying the purchase price due. However, the Customer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

(5) The Customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Customer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Customer shall not be entitled to return the item.

(6) Claims of the buyer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB). Claims by the Customer for damages or compensation for futile expenses shall only exist in accordance with Sections 8 and 9, even in the case of defects, and are otherwise excluded.

§ 8 Liability

(1) Unless otherwise stated in these General Terms and Conditions of Delivery, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We shall only be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, we shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs, insignificant breach of duty)

(a) for damages resulting from injury to life, body or health,

(b) for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the Customer regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 above shall also apply to third parties and in the event of breaches of duty by or in favor of persons whose fault we are responsible for in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the Customer under the Product Liability Act (“Produkthaftungsgesetz”).

(4) The Customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 9 Statute of limitations

(1) Notwithstanding § 438 para. 1 no. 3 BGB or § 634a para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.

(2) The above limitation period of the law on sales or contracts for work and services shall also apply to contractual and non-contractual claims for damages of the Customer which are based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the Customer pursuant to § 8 para. 2 sentence 1 and sentence 2 lit. a) as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 10 Data protection

We may only process and store the data relating to the respective purchase contracts within the framework of the applicable statutory provisions. The details can be found in the privacy policy available on our website here.

§ 11 Choice of law and place of jurisdiction

(1) These General Terms and Conditions of Delivery and the contractual relationship between us and the Customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Gärtringen, Germany. The same applies if the Customer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Delivery or an overriding individual agreement or at the Customer’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.