Conditions

General terms and conditions of Leroma GmbH

The operator of the B2B platform www.leroma.de or www.leroma.com is Leroma GmbH, Pastorsacker 3, 45239 Essen, Germany. For the use of the platform www.leroma.de or www.leroma.com (hereinafter referred to as www.leroma.de), the following terms of use apply exclusively. Other conditions shall not become part of the contract, even if we do not expressly contradict them.

 

Preamble

Leroma is a B2B online platform for food raw materials. The aim of Leroma is to bring together raw material suppliers and food companies, to put raw material suppliers in touch with each other, to offer them a marketing platform and to approach a new digital distribution channel. In addition, Leroma aims to minimize the waste of raw materials and promote sustainability by offering producers and sellers of raw materials, as well as food producers, the opportunity to find potential buyers for their raw materials that are not required via the Leroma platform. For this purpose, Leroma runs a database containing different raw materials for different areas of the food industry. The database enables the interested buyer to search specifically for a certain raw material. Within the search interface, the buyer can select certain properties or quality characteristics that the desired raw material should fulfil. The buyer is then shown a list of all sellers who offer the respective raw material with the specific properties. By searching specifically for food raw materials and being able to compare offers from different suppliers, Leroma helps you to increase the efficiency of your business and save costs. Sellers of commodities can be easily contacted via the platform. In addition, Leroma, with its surplus exchange, increases the sustainability and transparency of its own company in dealing with valuable food raw materials by reselling surplus food raw materials instead of destroying them.

 

1. A. General conditions for the use of the platform

• § 1 Subject
• (1)     Leroma provides users with a sales platform for food raw materials and mediates sales between sellers and interested buyers.
• (2)     The platform is aimed exclusively at entrepreneurs and not at consumers. By registering, the User assures that the platform is used exclusively for commercial purposes and not for private purposes. A consumer is any natural person who concludes a legal transaction for purposes that are predominantly neither commercial nor self-employed.
• (3)     Prerequisite for the full use of the services offered on the platform is registration as a user. Without registration, the user of the platform can view the offers and search the database for available raw materials. Buying or selling food raw materials and contacting raw material suppliers is not possible without registration of the user.

 

• § 2 Registration
• (1)     In order to use the services offered on the platform www.leroma.de, registration is required. To do so, the user must create an account and agree to Leroma GmbH's applicable terms of use.
• (2)     By registering, the user assures that his company-related details are true. The user is obliged to regularly check his company-related data including certificates, the requirements of which he claims to fulfil, and to adapt them immediately in the event of changes.
• (3)     Leroma cannot verify the identity of the user. If Leroma finds that a user has provided untrue or false information, Leroma is entitled to block that user.
• (4)     Within the scope of registration, the user selects the package that suits him/her best. After registration and booking a package, the user is entitled to offer food raw materials for sale via the platform. In addition, the User is entitled to search for suitable food raw materials within the raw materials database and to find a seller even as a potential buyer. The concrete scope of the services the User is entitled to use depends on the choice of the booked package according to § 7 of these Terms of Use.
• (5)     The user has the option of registering on the leroma.de platform with a company account. The company account gives several people within a company access to the platform www.leroma.de and the services offered there.
• (6)     The user is obliged to choose a secure password and to keep his access data secret in order to avoid misuse. In the event of misuse of his or her access data, the user is obliged to inform Leroma immediately upon becoming aware of such misuse.
• (7)     After successful registration, the user will receive a confirmation e-mail to the e-mail address provided during registration. In the e-mail, both the user's master data and the booked package are listed again.

 

• § 3 Seller
• (1)     As a seller, the user is entitled to upload food raw materials to the platform and offer them for sale. For this purpose, the seller selects the desired food raw material based on the stored terms. In case a food raw material is not yet in the database, the seller can send a request to Leroma and ask to add this food raw material. Leroma will then examine the request and decide at its own discretion whether to include the raw material in the database
• (2)     The seller shall be required to indicate at least a minimum order quantity, if any, for the raw material offered for sale. In addition, the seller may optionally specify further characteristics and information, such as price, country of origin, delivery conditions and a description of the food raw material offered, which shall be visible to potential buyers when calling up the offer.
• (3)     The selling price set by the seller shall be understood to include any applicable commission or value added tax. It shall not include shipping costs.
• (4)     For the time being, LEROMA only manages the connection between the users as far as the Search commodity service is concerned. As already established in section 4, the contract is exclusively between the parties and, like the agreement on the shipment of the products (logistics company, price, package size, address, delivery and return times), will be made outside the platform. LEROMA is not involved in the sale and purchase or in the shipping and return process as such.
• (5)     The seller may cancel the order placed by the buyer. In turn, he may report any problems that arise during the entire purchasing process to LEROMA via email (support@leroma.de), phone (+49 211 211 63 95 95 77 60) chat or contact form on the website.
• (6)     In case of cancellation of the order by the seller, the seller shall be obliged to reimburse the buyer the purchase money or issue a credit note for future purchases, this shall be clarified between the parties.

 

• § 4 Buyer
• (1)     As a buyer, the user has the possibility to find various food raw materials within the database provided by Leroma. In doing so, the buyer can enter specific information about the desired food raw material, which the respective raw material must fulfil. The buyer will then be shown a hit list of those food raw materials that meet the search criteria specified by the buyer.
• (2)     The buyer may retrieve the contents and information uploaded by the seller on the specific food raw material and contact the seller in case of interest or further questions on the raw material. Leroma provides the contact details of the seller and supports the parties in their communication.
• (3)     The buyer can view the food raw materials advertised in the surplus exchange free of charge and contact the seller of the food raw material.
• (4)     The prices indicated on the website do not include any additional tax or value in addition to that shown in the listings. It shall not include shipping costs. The contract is between the buyer and the seller, LEROMA is a mere mediator and does not intervene in the sale itself.
• (5)     The agreement on the shipping of the products [§3] (logistics company, price, package size, address, delivery and return times) shall be made exclusively between buyer and seller and outside the platform. LEROMA does not understand the shipping and return process as such.
• (6)     The customer can at any time report any problems that arise during the purchase process by e-mail (support@leroma.de), phone (+49 211 211 63 95 77 60) chat or contact form on the website.
• (7)     The seller is obliged to reimburse the buyer for the money paid or to give the buyer a credit note for your next purchase. The negotiation about the reimbursement (differentiated payment) shall be individual and between the parties.

 

• § 5 Occurrence and execution of a contract
• (1)     As the platform operator, Leroma merely mediates the contact between the seller and the buyer and does not intervene in the conclusion of the purchase contract.
• (2)     The purchase contract is concluded directly between the interested buyer and the seller. Leroma merely mediates the contact between the parties, without itself being involved in the sale. In particular, Leroma does not carry out sales in its own name or in the name of third parties.
• (3)     The execution of purchase contracts concluded between users is the sole responsibility of the respective users. Therefore, Leroma is not liable for material defects or defects of title in relation to the food raw materials. In particular, the users as purchasers (§ 4) and sellers (§ 3) of food raw materials are themselves responsible for compliance with the country-specific legal provisions regarding the purchase and sale of food raw materials.
• (4)     The goods offered by the seller (§ 3) are not a binding offer, but merely an invitatio ad offerendum of the seller, with which the seller requests the interested buyer to submit an offer. The interested buyer (§ 4) may make a binding offer to the seller to purchase the goods offered. After receiving a binding offer, the seller can accept the buyer's offer to buy by confirming it in text form.

 

• § 6 Platform availability
• (1)     With the exception of maintenance work, the platform is available 98.5%, 24/7, 365 days a year. The calculation of availability is based on the available connection at the link point at Leroma.
• (2)     Leroma shall endeavour to carry out maintenance work that leads to a disruption of the platform, if possible, outside the normal business hours of 8:00-18:00 on working days. Working day means Monday to Friday with the exception of national and regional holidays as well as Christmas Eve and New Year's Eve in the Federal Republic of Germany. As far as possible, maintenance work that affects the availability of the platform will be carried out at night within the time window 20:00 to 6:00.

 

• § 7 Support from Leroma

• (1)     Leroma offers support to registered users. The user can contact Leroma in case of malfunctions and questions related to the services offered by Leroma through the platform. 
• (2)     Leroma can be contacted every working day, with the exception of national holidays, from 08:00 to 18:00 via email (support@leroma.de). The relevant time zone is Europe/Berlin.

 

• § 8 Liability
• (1)     Leroma's liability is unlimited in the case of intentional or grossly negligent breach of duty, injury to life, body or health and in the case of intentional or grossly negligent breach of material contractual obligations (cardinal obligations) by Leroma, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment is essential for the proper execution of the contract. In addition, Leroma has unlimited liability in accordance with the German Product Liability Act.
• (2)     Apart from the cases mentioned in paragraph 1, Leroma's liability in the case of a slightly negligent breach of material contractual obligations is limited to typical damage foreseeable in connection with this type of contract. In this case, liability is limited to the amount of the annual remuneration that the parties have agreed in this contract. Any further liability of Leroma is excluded.
• (3)     Leroma is not liable for short-term disruptions in the availability of advertisements and company profiles, which are based on circumstances over which Leroma has no influence. In addition, Leroma is not liable for service disruptions during maintenance work, provided that these are necessary for the maintenance of the platform.
• (4) Leroma is not liable for the content and processing of the usage data when the user is forwarded to the platforms and services of third parties.

  The offers presented on the platform differ in two areas. On the one hand, they are product placements of registered users of Leroma, who advertise their offers on the platform. On the other hand, in the second section of the search results, offers are displayed that are offers from third-party providers with linked product information. By clicking on food raw materials in the second section, one is redirected to the page of third-party providers. These are not offers from Leroma. Leroma only compares the offers provided by third parties and displays them on the platform according to the user's search specifications. The purchase of food raw materials takes place exclusively on the linked pages of the third party provider.

  (a) Leroma is not liable for the accuracy, quality, completeness, reliability or credibility of the content provided by internet users and/or third party providers.

  (b) The information provided by third party providers is updated several times a day via automated processes. For technical reasons, however, it is not possible to update the prices, details and availability communicated to us by third-party providers in real time. Therefore, it cannot be excluded that the information and details displayed on the third-party providers in individual cases no longer correspond to the price indicated on the pages of Leroma. Leroma does not assume any liability for the correctness of the information, in particular the prices and availability, unless the incorrectness of the information is due to intentional or grossly negligent conduct on the part of Leroma.
  (c) Leroma assumes no liability for the content of the linked page; the linked third-party provider or operator of the pages is always responsible for the content. The same applies to external links that refer to third-party providers. The Leroma platform uses techniques such as scraping and crawling to collect and analyze data. We assume no liability for any damages arising from the use of these techniques. Users of our platform agree that we do not take responsibility for possible violations of third-party terms of use or privacy policies.

 

• § 9 Responsibility for uploaded contents
• (1)     The content uploaded on the platform is information provided by the platform user. It is content that is foreign to Leroma and that Leroma does not adopt as its own. Responsibility for the respective content on the platform lies exclusively with the respective user of the platform who has uploaded the information and content and thus made it accessible to third parties.
• (2)     The user is responsible for all content and information uploaded to the platform. This applies in particular to information on the type and designation of the food raw material, the freshness, shelf life and special information on the properties of the food raw material.
• (3)     Leroma cannot verify the stated characteristics of the seller on a particular raw material. In particular, Leroma shall not be liable for a specific quality or property of raw materials. Furthermore, Leroma is not responsible for the actual availability of a raw material offered by the seller.
• (4)     This applies accordingly to compliance with certain quality standards. The user selects the quality standards that are met by his company and is solely responsible for compliance with the quality standards. Leroma cannot check whether the quality standards specified by the user are actually met. The user uploads the logos of the certificates that his company has acquired. The user is solely responsible for ensuring that he/she is authorised to upload and use the logos of the certificates. The user is obliged to regularly check whether he still meets the requirements for the respective certificate. This concerns content that is foreign to Leroma. Leroma is not in a position to check whether the user actually fulfils the requirements of the specified certificate and in particular whether he is entitled to use the relevant certificate.
• (5)     The user is prohibited from uploading content to the platform that violates legal regulations or offends common decency. In addition, the User is prohibited from uploading content that infringes the rights of third parties, in particular their industrial property rights.
• (6)     Leroma reserves the right to block third-party content if it is illegal according to the applicable laws.

 

• § 10 Use of the platform
• (1)     The user of the platform is obliged to use the platform only for the purpose stated here, in compliance with the applicable terms of use.
• (2)     In the event of a breach of the conditions of use, Leroma is entitled to block the user's account. In this case Leroma will inform the user of the reason for the blocking in text form.

 

• § 11 Obligation to cooperate

The user undertakes towards Leroma to assist in the fulfilment of any text obligations, in particular in accordance with § 22 UstG and to provide Leroma with the necessary information. The user is solely responsible for the correctness of the information.

 

• § 12 Granting of rights of use

Leroma grants the user the non-exclusive, simple, non-transferable, spatially and locally unlimited right of use of the database and the use of the platform in accordance with the registration therein and the acceptance of the due terms and conditions of use.

 

• § 13 Industrial property rights
• (1)     The seller affirms that he is the owner of the rights to all content that he uploads to the platform and thus makes available to the public, and that he is therefore entitled to use it. This applies in particular to copyright-protected product photos of raw materials and to uploaded texts.
• (2)     Leroma is the originator of the database contained on the platform, which currently contains food raw materials with corresponding information on the properties of the respective raw material. The data contained in the database is protected by copyright. The use of the database as well as the use of the data contained therein is only permitted within the framework of the terms of use applicable here. Any further use of the database or data from the database requires the prior written consent of Leroma.

 

• § 14 Reference

During the term of this agreement, Leroma and the user are entitled to refer to the cooperation with the other party for advertising purposes, in particular on their websites and in print media. In particular, the company and the respective logo of the other party may be mentioned and depicted.

 

• § 15 Exemption clause

If a claim is made against Leroma by third parties due to an infringement of industrial property rights for which the seller is responsible, the seller undertakes to reimburse Leroma for the reasonable costs incurred in defending against the alleged infringement of property rights.

 

• § 16 Data protection

The user ensures that he does not upload any personal data from third parties to the platform. If the user wishes to upload personal data from third parties to the platform, he must notify Leroma of this in advance in text form so that Leroma can make a corresponding agreement with the user that complies with data protection regulations.

 

§17 Company profiles

Every company has a profile within LEROMA where it shows its catalogue of products offered, brief informative text about the company, contact details and the certificates it holds for which it fulfils the requirements. Again, the uploaded data, as well as the certificates, must be truthful and updated by the company when necessary.

 

1. B. Special conditions: Surplus Exchange

• § 18 Surplus Exchange
• (1)     In addition to the database and the associated possibility of finding and contacting sellers for a specific food raw material, Leroma's Surplus Exchange offers users a quicker and easier way of selling selected food raw materials in a specific quantity at a fixed price.
• (2)     The goods offered by the seller on the surplus exchange are not a binding offer, but merely an invitatio ad offerendum of the seller, with which the seller requests the interested buyer to submit an offer. The interested buyer (§ 4) may make a binding offer to the seller to purchase the goods offered. After receiving a binding offer, the seller can accept the buyer's offer to buy by confirming it in text form.
• (3)     With the acceptance of the offer, a sales contract between the seller and the buyer is concluded. Leroma is not involved in the conclusion of the purchase contract and, as platform operator, merely mediates the contact between the seller and the buyer.
• (4)     As the goods offered are mostly residual items, the buyer has no right to buy the ordered goods at the same price from the seller.
• (5)     The seller is obliged to pay a commission to Leroma for each sale of food raw materials via the surplus exchange. After the sales contract has been successfully concluded, the seller pays Leroma a commission, which is calculated based on the amount of the net sales price and the amount of which is regulated in Appendix 1.
• (6)     Leroma will invoice the commission to the seller after conclusion of the sales contract. The commission is due within 14 days of receipt.

 

 

• § 20 Sustainability Certificate
• (1)     Leroma will award a sustainability certificate on request to its users who, as buyers in the surplus exchange, actively contribute to reducing the waste of food raw materials and thereby to sustainability by re-using existing food raw materials.
• (2)     The user is entitled to use the sustainability certificate awarded by Leroma on his website and in the context of marketing.
• (3)     Leroma is entitled to prohibit the user from using the sustainability certificate in the future if the user has not been involved in the surplus exchange as a buyer or seller for a period of at least 12 months.
• (4)     Leroma is entitled to prohibit the use of the sustainability certificate if the user misuses the sustainability certificate. Abuse exists in particular if the sustainability certificate in the wrong context and third parties are misled.

 

1. C. Special conditions when LEROMA acts as seller of the goods
2. (1)     Force Majeur
   If circumstances arise that prevent the Parties from fulfilling all or part of their obligations under the present Contract, namely: flood, earthquake and other natural disasters, war and military operations, blockade, embargo, export or import ban, the period of performance shall be extended in proportion to the time during which these circumstances exist and the scope of the obligation to perform shall change.
   If the above circumstances and their consequences last longer than six months, either party shall have the right to refuse further performance of its obligations under the present Contract, and in such case neither party shall have the right to possible damages from the other party.
   The party unable to fulfill its obligations under the present Contract shall be obliged to inform the other party within ten days of the occurrence of the above circumstances of the occurrence of the circumstances preventing the fulfillment of the obligations.
   A document issued by the Chamber of Commerce of the Seller's or the Buyer's country shall be considered sufficient proof of the above circumstances and their permanence. The party affected by the circumstances shall send such document to the other party not later than within five days after the notification. If these conditions are not fulfilled, the party affected by the force majeure has no right to invoke the force majeure as a reason for non-fulfillment of the obligations entered into.

 

3. D. Final provisions Use of the platform

• § 23 Settlement after termination of contract
• (1)     After termination of the contract, Leroma deletes all data of the user, with the exception of data which Leroma is obliged to store as a result of a legal obligation, such as § 257 HGB (German Commercial Code), § 147 AO (German Tax Code). Leroma will also delete this data after expiry of the legal obligation to retain it.
• (2)     After the termination of the contract, the content uploaded by the seller can no longer be accessed online by the platform users and is deleted by Leroma.

 

• § 24 Right of modification
• (1)     Leroma reserves the right to amend these conditions of use from time to time, in particular if this is necessary for legal reasons. In this case Leroma will inform the users of the platform of the change in the terms of use in text form.
• (2)     In the event of a change in the terms of use including a price adjustment, the user has the right to extraordinarily terminate the contract with Leroma with two [2] weeks' notice to the end of the month.

 

• § 25 Final provisions
• (1)     The law of the Federal Republic of Germany shall apply to the exclusion of the UN Sales Convention.
• (2)     The user is not entitled to assign rights from this contract.
• (3)     For all disputes arising in connection with this agreement, the parties agree that Düsseldorf shall be the place of jurisdiction.
• (4)     Should one of the above provisions be or become invalid, the validity of the remaining provisions of this agreement shall remain unaffected. In such a case, the parties shall replace the invalid provision with a provision that comes as close as possible to the legal and economic purpose of the provision to be replaced. The same applies to loopholes.

 

 

Appendix

Appendix 1: Surplus Exchange

(1)     The creation and publication of a listing on the Surplus Exchange is free of charge for the seller. Only in the event of an actual sale of the food raw material offered on the Surplus Exchange is the seller obliged to pay Leroma a brokerage commission of 10% of the net sales price. Leroma will invoice this amount to the seller. This amount is payable within 14 days of receipt of the invoice. The claim for commission arises in connection with the sending of the products which are intended as remaining stock for the Surplus Exchange. The entitlement to commission shall lapse if it is finally established that the buyer, despite concluding a contract with the seller, will not completely fulfil his contractual obligations towards the seller. Final non-fulfilment or partial final non-fulfilment by the buyer is to be assumed as soon as the seller has sent the buyer a second reminder and the buyer has not provided the seller with performance within 14 days. It is not necessary for the entrepreneur to bring an action against the third party. However, the entitlement to commission arises retroactively if, despite prior assumption of definitive non-fulfilment, fulfilment takes place at a later date.

(2)     Concierge Service

 

 

Status: August 2024

 

 

 

 

 

 

 

 

 

 

GTC as Raw Material Buyer - General Terms and Conditions of Purchase

Table of Contents:
Definitions
1. General Provisions
2. Conclusion of Contract
3. Scope of Services
4. Prices, Place of Performance, Payment Terms
5. Delivery Date
6. Release from Performance Obligations, Withdrawal from Contract, Force Majeure
7. Transfer of Risk, Documents
8. Warranty Claims, Guarantees
9. Liability
10. Ownership, Provision, Mixing
11. Intellectual Property Rights and Confidentiality
12. Choice of Law and Jurisdiction

Definitions
GPC - General Terms and Conditions of Purchase;
Order - Declaration of the buyer's intention to purchase goods, sent to the seller and containing information on the terms of sale of the goods expected by the buyer, such as designation (name), quantity of goods, price, delivery, and payment terms;
Buyer - Leroma GmbH, Rosmarinstraße 12K in 40235 Düsseldorf, registered at the Düsseldorf District Court HRB 55888, VAT ID No.: DE328631044, represented by Managing Director Marina Billinger.
Supplier - any entity, including a legal entity, an organizational unit without legal personality, or a natural person engaged in business activities, which is a party to the purchase contract and delivers the goods to the buyer under the terms specified in the sales agreement and the GPC;
Party/Parties - the buyer or the seller/the buyer and the seller;
Goods - specific products mentioned in the order confirmation or in the contract.

1. General Provisions
1. These General Terms and Conditions of Purchase (GPC) apply to all present and future business relationships between the buyer and the supplier of goods (“supplier”) for their ordering and procurement.
2. The buyer's General Terms and Conditions of Purchase apply exclusively. Other deviating, conflicting, or supplementary General Terms and Conditions of the supplier shall only become part of the contract if the buyer has expressly agreed to their application. Should the supplier refer to its GTC during the acceptance of the buyer's offer, the supplier expressly requires the buyer's consent for the supplier's GTC to apply. The GPC also apply if the supplier executes the contract despite being aware of opposing or deviating terms. Acceptance of a delivery or service by the buyer does not constitute acceptance of the supplier's GTC. This applies even if the buyer has not expressly objected to the supplier's GTC.
3. The GPC apply, unless otherwise agreed with the supplier, in the version valid at the time of the buyer's order or in the last version communicated in text form. The GPC also apply as a framework agreement for similar future contracts without the buyer having to refer to them individually.
4. Correspondence related to the contract must include an order or contract number.

2. Conclusion of Contract
1. The contract and all further agreements made to execute the contract between the buyer and the supplier must be in writing.
2. The supplier must thoroughly check the offer for accuracy and explicitly point out any deviations from the inquiry documents in the offer.
3. If the buyer submits an offer to the supplier, the buyer is bound to it for two weeks from the date of the offer.
3. Scope of Services
1. The scope of services is determined by the respective individual order. All products, documents, reports, ideas, designs, models, samples, and other results incurred during the service order are part of the contractual service.
2. The supplier shall perform its services with the utmost care and considering the latest state of science and technology, as well as the safety regulations of authorities and professional associations. The supplier shall use both its own knowledge and experience and those gained during the order work. The supplier guarantees compliance with all legal regulations as well as the agreed technical specifications and other requirements.
3. Partial deliveries are not permitted unless expressly agreed otherwise, and the buyer is entitled to cancel the remaining quantity.
4. The execution of the ordered delivery and services by third parties requires the prior written consent of the buyer.
5. The supplier shall prepare drawings, data, and other documentation according to the buyer's requirements, regulations, and guidelines. In case of uncertainties, the supplier is obliged to obtain all necessary information before starting work. The buyer's IT systems and programs are binding, and the supplier must obtain relevant information before starting the order.
6. The supplier is obliged, at the buyer's request, to provide information on the composition of the delivered goods as far as necessary to fulfill official requirements at home and abroad.
7. The buyer is entitled, as long as the supplier has not fully met its obligations, to demand changes regarding design, execution, quantity, and delivery time within reasonable limits. The effects of such changes (e.g., additional or reduced costs, delivery dates) must be mutually agreed upon. Even after the conclusion of the contract, the buyer may demand changes to the delivered goods if these are objectively reasonable for the supplier. Again, the effects must be mutually agreed upon.
8. The supplier must promptly inform the buyer in writing of any concerns regarding the buyer's desired execution of the service/delivery and suggest changes necessary to meet the agreed specifications or legal requirements.

4. Prices, Place of Performance, Payment Terms
1. The prices specified in the order are fixed prices and include, in particular, costs for freight "free domicile," insurance, customs duties, packaging, and material testing procedures. Claims for additional deliveries and/or services may only be made based on a prior written agreement and order between the contracting parties. Without such an agreement, additional claims beyond the total fixed price are excluded.
2. Unless another place of performance is expressly agreed in writing in the contract, deliveries are to be made to the buyer's business address or warehouse (delivery obligation). The supplier is obliged to insure the deliveries at its own expense against transport damage, incorrect loading or unloading, and theft.
3. Goods must be packed in such a way as to avoid transport damage and damage during loading. Packaging materials may only be used to the extent necessary to achieve this purpose. The supplier's obligations to take back packaging, including transport and product packaging, are governed by statutory provisions. The supplier confirms that all packaging is properly licensed and registered with an appropriate system provider and that the fees have been fully and correctly paid.
4. Fees for presentations, negotiations, and the preparation of offers and projects are only owed if agreed in writing in advance.
5. Invoices due can only be processed by the buyer if they meet the legal requirements, particularly the Value Added Tax Act (UStG), and include the order number specified in the buyer's order as well as the information and documents agreed upon with the order. The supplier is responsible for all consequences arising from the non-compliance with this obligation. If these details and/or documents are missing, the supplier is not entitled to assert the corresponding claim against the buyer.
6. Unless otherwise agreed in writing, payment of the purchase price is due 30 days after the delivery and transfer of ownership of the goods, receipt of a verifiable invoice, and receipt of all contractually required documents. Payment shall be made by bank transfer to the supplier's business account, for which the supplier must provide the appropriate bank details. This also applies to changes in bank details. In the case of agreed partial deliveries, payment is not due until after the final delivery, unless it is a successive delivery contract or the partial delivery is canceled under Section 3.3 of these General Terms and Conditions of Purchase.
7. Delivery is only deemed complete when the supplier has also provided all contractually agreed documents, such as material samples, test reports, and quality documents.
8. The buyer is entitled to set-off and retention rights to the extent provided by law. The supplier's set-off and retention rights are only valid if they are undisputed or have been legally established. The buyer is entitled to reduce invoice amounts by the value of returned goods and any expenses and damage claims.

5. Delivery Date
1. When determining the terms of delivery and transport of goods in international trade, the parties are obliged to apply Incoterms 2020, and in domestic trade, these principles shall apply accordingly, subject to deviating provisions of the GPC and/or the purchasing agreement.
2. The supplier is obliged to inform the buyer immediately in writing as soon as circumstances become known to the supplier that indicate that the specified delivery time cannot be met. If the supplier fails to provide this notification, it cannot later rely on these circumstances.
3. In the event of a delay in the delivery date due to the supplier's fault, the buyer is entitled to impose a contractual penalty of 15% of the gross price. Payment of the contractual penalty does not deprive the buyer of the right to claim damages from the supplier exceeding the agreed contractual penalty under general civil law provisions. Acceptance of a late delivery or service by the supplier does not imply a waiver of any claims for compensation.
4. If the buyer falls into default of acceptance or debtor's delay, the supplier's claim for damages is limited to 0.2% of the delivery value per completed week, but not exceeding 10% of the delivery value. This limitation does not apply if the delay is due to a willful or grossly negligent breach of duty by a legal representative or vicarious agent of the buyer. If the buyer falls into default with a payment, the supplier is entitled to a minimum claim of 40 € according to § 288 BGB. This also applies if the payment claim is an installment or other partial payment. This lump sum is also to be credited against any damages owed if the damage is based on the costs of legal action under § 288(4) BGB.

6. Release from Performance Obligations, Withdrawal from Contract, Force Majeure
1. Force majeure releases the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effects. Both parties are obliged to immediately transmit the necessary information and adjust their obligations in good faith within the scope of what is reasonable under the changed circumstances.
2. If the delivery has become unusable for the buyer due to the delay caused by force majeure, the buyer is wholly or partially released from the obligation to accept and is entitled to withdraw from the contract.
3. The buyer may withdraw from the contract if the supplier applies for the opening of insolvency proceedings, the insolvency proceedings are opened, or the opening is rejected due to insufficient assets.
4. The buyer also has the right to withdraw from the contract if individual enforcement measures are carried out against the supplier.
5. The buyer may also withdraw from the contract if the supplier offers, promises, offers, or grants any kind of advantage to an employee, agent, or third party in connection with the preparation, conclusion, or execution of the contract.
6. The statutory provisions on withdrawal remain unaffected.

7. Transfer of Risk, Documents
1. The risk of delivery transfers to the buyer upon acceptance after unloading the goods at the buyer's warehouse.
2. The supplier must indicate the order or contract number on all shipping documents and delivery notes. If the supplier fails to do so, the buyer is not responsible for any processing delays.
3. All documents, reports, designs, samples, etc., provided by the buyer to the supplier remain the property of the buyer. The supplier may only use these documents to fulfill the performance obligations to the buyer. The provided documents and/or samples may not be made accessible to third parties unless the buyer gives the supplier explicit written consent.

8. Warranty Claims, Guarantees
1. The buyer's rights regarding material and legal defects (including incorrect and short deliveries or defective instructions) are subject to the statutory provisions. The warranty period is 24 months from the transfer of risk.
2. The supplier guarantees that the goods and deliveries comply with the applicable legal regulations. This includes, in particular, compliance with the applicable Packaging Ordinance, the RoHS Directive, the Electrical and Electronic Equipment Act (ElektroG), the Battery Ordinance, and the EU Chemicals Regulation REACH. The supplier also guarantees that any copyright information has been forwarded to the relevant collecting societies. This copyright information must be shown in the supplier's invoices according to §54d UrhG.
3. The supplier undertakes to comply with the Code of Conduct for Suppliers. The Code of Conduct is attached as an appendix and can be viewed on the seller's website at any time.

9. Liability
1. The supplier is liable for violations of contractual or non-contractual obligations under statutory provisions unless otherwise provided in the GTC, including the following provisions.
2. If the supplier is responsible for a product defect, it must indemnify the buyer against third-party claims for damages upon first request, provided the cause lies within the supplier's area of responsibility and organization and the supplier is liable to third parties. This indemnification obligation also includes all necessary costs incurred by the buyer in connection with claims by third parties, including legal fees. The supplier is obliged to insure itself against these risks to a reasonable extent customary in the industry.
3. The buyer is liable according to statutory provisions for damages resulting from injury to life, body, or health, as well as in cases of intent or gross negligence by the buyer, its legal representatives, or vicarious agents. The buyer is also liable for damages covered by a warranty or guarantee granted by the buyer. In the case of slight negligence, the buyer is only liable for typical and foreseeable damages if a material contractual obligation (cardinal obligation) is breached, the proper fulfillment of which is essential for the execution of the contract and on whose compliance the contracting party could rely. Otherwise, the buyer's liability is excluded to the extent permitted by law.

10. Ownership, Provision, Mixing
1. If the buyer supplies and/or provides products, substances, and materials, they remain the property of the buyer. Processing or transformation by the supplier is carried out on behalf of the buyer. If the buyer's materials are processed with other items not owned by the buyer, the buyer acquires co-ownership of the new item in proportion to the value of its materials to the other processed items at the time of processing.
2. If the item provided by the buyer (products/substances/materials) is inseparably mixed with other items not owned by the buyer, the buyer acquires co-ownership of the new item in proportion to the value of the provided item to the other mixed items at the time of mixing.

11. Intellectual Property Rights and Confidentiality
1. The supplier is obliged to treat all documents and information received from the buyer confidentially. Disclosure to third parties is only permitted with the express consent of the buyer. This confidentiality obligation also includes personal data and remains in effect even after the fulfillment or failure of the contract, as long as the information contained in the documents has not become generally known. The supplier must also oblige third parties engaged in fulfilling the contractual obligations to maintain confidentiality. In case of violation of these obligations, the buyer may demand the immediate return of the documents and claim damages.
2. The conclusion of the contract is to be treated confidentially. The supplier may only refer to the business relationship in its promotional materials after obtaining the buyer's prior written consent. Both parties, buyer and supplier, undertake to treat all non-obvious commercial and technical details known to them through the business relationship as trade secrets. The supplier is also obliged to require third parties engaged in fulfilling the contractual obligations to maintain confidentiality.
3. The supplier guarantees that no third-party rights are violated in connection with its delivery. Should the seller be held liable by a third party in this regard, the supplier is obliged to indemnify the buyer against all resulting claims and to defend against them immediately upon the first request. This indemnification obligation also includes all necessary expenses incurred by the buyer due to a third-party claim, including legal fees. The supplier must insure itself against these risks to a sufficient extent customary in the industry.

12. Choice of Law and Jurisdiction
1. The GPC and the contractual relationship between the buyer and the supplier are governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Sales Convention.
2. If the supplier is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law, our registered office in Düsseldorf, Germany, is the exclusive and also international jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. This also applies if the supplier is an entrepreneur within the meaning of §14 BGB.

Status: August 2024

GTC As a Raw Material Seller - General Terms and Conditions of Sale

Table of Contents
Definitions
1. Scope of Application
2. Offer and Conclusion of Contract
3. Prices and Payment Terms
4. Rights of Retention
5. Delivery Time and Delay in Delivery
6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
7. Retention of Title
8. Buyer's Claims for Defects
9. Statute of Limitations
10. Other Liability
11. Force Majeure
12. Choice of Law and Jurisdiction

Definitions
GTC - General Terms and Conditions of Sale;
Order - Declaration of the buyer's intention to purchase goods, sent to the seller and containing information on the terms of sale of the goods expected by the buyer, such as designation (name), quantity of goods, price, delivery and payment terms;
Seller - Leroma GmbH, Rosmarinstraße 12K in 40235 Düsseldorf, registered at the Düsseldorf District Court HRB 55888, VAT ID No.: DE328631044, represented by Managing Director Marina Billinger.
Buyer - any entity, including a legal entity, an organizational unit without legal personality, or a natural person engaged in business activities, which is a party to the purchase contract and purchases the goods under the terms specified in the sales agreement and the GTC;
Party/Parties - the buyer or the seller/the buyer and the seller;
Goods - specific products mentioned in the order confirmation or in the contract.
Sales Agreement - a contract or order confirmation on the seller's form, which specifies, among other things, the essential terms on which the seller sells the goods to the buyer and the buyer undertakes to pay the price for the goods.
Contract - used in cases where the buyer and seller agree to deliver goods regularly within a specific timeframe. The contract must contain the essential terms. This contract must be signed and returned by the buyer.
Order Confirmation - issued in cases of one-time deliveries. This order confirmation does not need to be signed and concludes the sale if it is tacitly accepted.
Essential Terms - name of the goods and their description (specification) with required documentation, quantity, price, delivery date, and payment date.

1. Scope of Application
1. These General Terms and Conditions of Sale (GTC) apply to all present and future business relationships between the seller and its customers ("buyers"). The General Terms and Conditions of Sale apply only if the buyer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law, or a special fund under public law in accordance with §310 (1) BGB.
2. The seller's General Terms and Conditions of Sale apply exclusively. Other deviating, conflicting, or supplementary General Terms and Conditions of the buyer shall only become part of the contract if the seller has expressly agreed to their application. Should the buyer refer to its GTC during the order process, the buyer expressly requires the seller's consent for the buyer's GTC to apply. This also applies if the seller has not expressly objected to the buyer's GTC.
3. These GTC form an essential part of every sales agreement, regardless of whether the sales agreement refers to these GTC.
4. The GTC apply to every sales agreement for the sale and/or delivery of goods. Whether the seller manufactures the goods itself or purchases them from suppliers remains unaffected by §§433,650 BGB.
5. The GTC apply, unless otherwise agreed with the buyer, in the version valid at the time of the seller's order or in the last version communicated in text form. The GTC also apply as a framework agreement for similar future contracts without the seller having to refer to them individually.
6. In individual cases, individual agreements made with the buyer (including side agreements, supplements, and amendments) and details in the seller's sales agreement take precedence over these GTC. The content of individual agreements between the parties is determined by the written sales agreement or another written contract of the seller, subject to evidence to the contrary by one of the parties.
7. All legally relevant declarations or notifications by the buyer regarding the contractual agreement must be made to the buyer in writing or in text form. In addition, further legal form requirements and possible additional evidence remain unaffected.
8. References to the application of statutory provisions have only a clarifying function. The statutory provisions also apply without such clarification, as long as they are not modified or excluded by the GTC.

2. Offer and Conclusion of Contract
1. The seller's offers are non-binding and without obligation. This also applies if the seller has provided the buyer with catalogs, technical documentation, other product descriptions, documents - including in electronic form - or product samples. The seller reserves ownership and copyright of all these documents and product samples provided to the buyer in connection with a sales agreement. The provided documents and/or product samples may not be made accessible to third parties unless the seller gives the buyer explicit written consent to do so.
2. When the buyer orders goods, this constitutes a non-binding offer to enter into a contract under §145 BGB. If nothing else is stated in the order, the seller is entitled to accept this offer within two weeks after receipt by the seller.
3. The buyer's offer can be accepted in writing or by delivering the goods from the seller to the buyer.

3. Prices and Payment Terms
1. The price for the goods is determined per unit of measure or weight or in total for all goods in the sales agreement. The seller's current prices ex warehouse, plus the statutory VAT, apply at the time of the sales agreement. Packaging costs are charged separately. This applies unless otherwise agreed in writing on a case-by-case basis. If no fixed price has been agreed, the seller reserves the right to make a reasonable price change due to changes in labor, material, and distribution costs for deliveries made three months or later after the conclusion of the sales agreement.
2. In the case of a shipment sale, the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any possible customs duties, fees, taxes, or other public charges are to be borne by the buyer.
3. If no other agreements have been made regarding the form and payment date in the sales agreement, the parties agree that the payment of the price will be made no later than three days before the planned shipping date of the goods to the seller's bank account specified in the invoice sent by email to the email address provided by the buyer in the sales agreement.
4. A discount deduction is only permitted with a special written agreement.
5. Payment of invoices in foreign currencies is possible, provided this has been agreed in advance with the seller. The exchange rate will be calculated at the current rate at the time of payment.
6. Payment is deemed to have been made when the payment is credited to the bank account of the seller specified in the invoice.
7. Once the aforementioned payment period expires, the buyer is in default. In the event of payment delay of the total amount or part thereof, the seller reserves, without prejudice to all other legal remedies provided by applicable law and the right to claim damages under general principles, the right to take some or all of the following actions:
a. Suspension of the fulfillment of all its obligations to the buyer, particularly withholding the delivery of goods subject to a sales agreement between the parties, or withholding other services resulting from a sales agreement or another contract between the parties, until the price for the goods has been fully paid;
b. Charging the statutory maximum interest for delays in commercial transactions on the unpaid sales price of the goods for each day of delay;
c. Reporting the buyer to the register of insolvent debtors or the registers of debtors maintained by credit information agencies under the provisions of the relevant law.

4. Rights of Retention
1. The buyer is only entitled to set-off or retention rights if their claim has been legally established or is undisputed by the seller, and their counterclaim is based on the same contractual relationship.
2. If defects occur in the delivery, the buyer's counter-rights under these GTC remain unaffected.

5. Delivery Time and Delay in Delivery
1. The delivery time is individually agreed upon between the parties or stated by the seller when accepting the order.
2. In the event of a delay in the delivery of the goods to the buyer, for which the seller is not responsible, the seller is entitled, at its discretion, within 7 days from the day the goods were supposed to be delivered, to withdraw from the sales contract or postpone the planned delivery date to another date justified by the circumstances, but no later than 30 days. In this case, the buyer has no right to cancel the sales contract or demand compensation from the seller before the aforementioned 30-day period expires and is not released from its obligations to the seller arising from the sales contract. Additionally, the seller is obliged to inform the buyer immediately of this circumstance and notify the buyer of the expected delivery period.
3. The seller's delay in delivery is determined by statutory regulations. A reminder from the buyer is, however, a prerequisite for the seller's delay in delivery.
4. The buyer's rights under Section 9 of these GTC and the seller's statutory rights remain unaffected.

6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
1. When determining the terms of delivery and transport of goods in international trade, the parties are obliged to apply Incoterms 2020 / ICC, and in domestic trade, these principles shall apply accordingly, subject to deviating provisions of the GTC and/or the sales agreement.
2. The buyer is obliged to collect the goods at the place and date specified in the sales agreement. Delivery is made ex-warehouse or at the location of the goods as specified in the sales offer. (Ex-Works) The warehouse is also the place of fulfillment of the delivery as well as the place for any subsequent performance. If the buyer wishes to have the goods shipped to another destination (shipment purchase), the buyer bears all costs of the shipment. Unless otherwise agreed in the sales agreement, the seller has the right to determine the method of shipment at its discretion.
3. In the event of a delay in the collection of the goods by the buyer for reasons not attributable to the seller, the seller is entitled to unload the goods at the buyer's expense and risk and/or store the goods from the time of their takeover until the time of their collection at the buyer's expense and risk. Additionally, the seller may suspend the fulfillment of its obligations to the buyer and, in particular, withhold the release of the goods covered by a sales agreement between the parties or withhold the fulfillment of other services resulting from a sales agreement or other agreement between the parties until the goods are collected by the buyer.
4. If the buyer delays the collection of the goods for at least 14 days from the delivery date specified in the sales contract and if no such date is specified in the sales contract - from the date specified by the seller, the seller may terminate the sales contract due to the buyer's fault without setting an additional date. In this case, the seller is entitled to charge a contractual penalty of 15% of the gross price of the uncollected goods. Payment of the contractual penalty does not deprive the seller of the right to claim damages from the buyer exceeding the agreed contractual penalty under general civil law provisions.
5. Upon delivery of the goods to the buyer and in the event of a delay in the collection of the goods by the buyer, for which the seller is not responsible - on the delivery date specified in the sales contract - the risk of accidental loss or damage to the goods passes from the seller to the buyer. In the case of a shipment purchase, the risk of accidental loss and accidental deterioration as well as the delay risk of the goods passes from the seller to the buyer upon delivery of the goods to a carrier or forwarder.

7. Retention of Title
1. The seller retains ownership of the goods until full payment of all present and future claims arising from the sales agreement and an ongoing business relationship (secured claims).
2. Until full payment of the secured claims has been made, the buyer is not permitted to pledge the goods under retention of title to third parties or transfer them as security.
3. If the buyer acts in breach of the contract, especially by not paying the due purchase price, the seller is entitled to withdraw from the contract under the statutory provisions and/or demand the return of the goods due to the retention of title.
The demand for the return of the goods by the seller does not constitute a withdrawal declaration; rather, the seller is entitled to demand the return of the goods and reserve the right to withdraw. The seller must set a reasonable deadline for the buyer to pay for the goods before asserting these rights, unless the law provides that setting a deadline is necessary and indispensable.
4. The buyer is authorized, subject to revocation, to resell or process the goods under retention of title in the ordinary course of business.
Assignment Declarations:
a. The products resulting from the combination, mixing, or processing of the goods delivered by the seller are subject to retention of title for their full value. The seller is considered the manufacturer. If, in the event of combination, mixing, or processing with third-party goods, the third party's ownership rights remain, the seller acquires co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. Furthermore, the resulting product is treated in the same way as the goods delivered by the seller under retention of title. The buyer also assigns to us for security purposes such claims that arise from the connection of the goods subject to retention of title with a property against a third party. In this case, we accept the assignment.
b. The buyer hereby assigns to the seller for security purposes the claims arising from the resale of the goods or the product to third parties in the amount of the seller's invoice final amount (including VAT) as agreed with the seller. The seller accepts the assignment. The buyer's obligations under Section 7. 2 remain in effect even concerning the assigned claims.
c. The buyer remains authorized to collect the claim alongside the seller. The seller undertakes not to assert the claim as long as the buyer fulfills its payment obligations to the seller, there is no deficiency in the buyer's performance, and the seller does not assert the retention of title after exercising a right under Section 7.3. If the seller asserts a claim under Section 7.3, the seller may require the buyer to disclose the assigned claim and its debtor, to provide all necessary information for collection, to hand over the related documents, and to notify the debtors (third parties) of the assignment. Furthermore, the seller is entitled to revoke the buyer's authorization to resell and process the goods under retention of title.
d. If the realizable value exceeds the seller's claims by 15%, the seller shall release securities of its choice upon the buyer's request.
5. As long as ownership has not yet passed to the buyer, the buyer is obligated to handle the goods with care. In particular, the buyer is obliged to secure the goods at its own expense against theft, fire, and water damage and to insure them adequately.

8. Buyer's Claims for Defects
1. The buyer's rights regarding material and legal defects (including incorrect and short deliveries or defective instructions) are subject to the statutory provisions unless otherwise specified below. The statutory provisions on consumer goods purchases (§§ 474 ff. BGB) remain unaffected. The buyer's rights arising from separate guarantees, particularly those provided by the manufacturer, also remain unaffected.
2. The basis of our liability for defects in the context of the warranty is the agreements made between the buyer and seller regarding the quality and intended use of the goods (including instructions and accessories). A quality agreement includes all product descriptions and manufacturer specifications that are the subject of the individual contract or made known by the seller (especially on the online platform) at the time of the conclusion of the contract. If no quality has been agreed, it is to be assessed under the provision of §434 (3) BGB whether there is a defect. In this context, it should be noted that public statements by the manufacturer in advertising or on the label of the goods take precedence over statements made by other third parties.
3. For goods with digital elements or other digital content, it should be noted that the seller is only obliged to provide and update the digital content to the extent expressly stipulated in a quality agreement under Section 8.2. The seller is not liable for public statements by the manufacturer or other third parties.
4. The seller is not liable for defects that the buyer knew at the time of the contract or grossly negligently did not know according to § 442 BGB.
5. The buyer's claims for defects only exist if the buyer has fulfilled its statutory inspection and notification obligations under §§ 377, 381 HGB. If it is a good for further processing, the buyer is obliged to inspect and examine it immediately before processing to determine whether a defect is present. If a defect is present, it must be reported to the seller immediately, regardless of whether it occurs during delivery, inspection, or later. Obvious defects must be reported in writing within 12 working days of delivery. Hidden defects must also be reported within 12 working days of their discovery. If the buyer fails to comply with its obligation to inspect and/or report defects, the seller's liability for the non-reported, late-reported, or improperly reported defect is excluded under statutory provisions. The exact quantity of goods at the time of delivery may deviate by +/- 5% compared to the quantity stated in the sales contract, which will not be considered a breach of the sales contract.
6. The seller has the right to choose if the delivered goods are defective. The seller decides whether to remedy the defect (repair) or provide a defect-free item (replacement). If the type of subsequent performance chosen by the seller is unreasonable for the buyer, the buyer may refuse it. The seller reserves the right to refuse subsequent performance under the statutory requirements. Furthermore, the seller is entitled to make the subsequent performance contingent upon the buyer's payment of the due purchase price. However, the buyer has the right to withhold a proportionate part of the purchase price in relation to the defect.
7. The buyer must give the seller the necessary time and opportunity to perform the required subsequent performance. In particular, the buyer must hand over the item for which a defect has been claimed to the seller for examination. If the seller provides a replacement of a defect-free item, the buyer must return the defective item to the seller under statutory provisions. However, the buyer has no right to a return claim.
8. Unless the seller has contractually agreed to do so, subsequent performance does not include dismantling, removal, or installation of the defective item, nor installation, attachment, or installation of a defect-free item. Claims by the buyer for compensation of "removal and installation costs" remain unaffected.
9. The seller reimburses the necessary expenses for examination and subsequent performance (transport, labor, material costs, and, if applicable, removal and installation costs) under statutory provisions and these General Terms and Conditions of Sale if a defect is present. The seller may demand reimbursement from the buyer for costs incurred due to an unjustified request for defect rectification if the buyer knew or should have known that no defect was present.
10. The buyer has the right to remedy the defect themselves and claim reimbursement of the objectively necessary expenses if there is an urgent case. An urgent case exists, among other things, if there is a risk to operational safety or to avert disproportionate damages. If the buyer undertakes a self-remedy, they must inform the seller immediately. If the seller would have been entitled to refuse subsequent performance under statutory provisions, the buyer has no right to self-remedy.
11. The buyer may withdraw from the purchase contract or reduce the purchase price under statutory provisions if a deadline set by the buyer for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions. However, the buyer has no right to withdraw if the defect is not substantial.
12. Claims by the buyer for reimbursement of expenses under § 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase under §§474,478 BGB or a consumer contract for the provision of digital products under §§ 327 (5), 327 u or 445c sentence 2.
13. Claims for damages or reimbursement of futile expenses by the buyer under §284 BGB exist only in the presence of a defect in accordance with Section 9 and Section 10.

9. Statute of Limitations
1. The general limitation period for asserting claims against the seller for material or legal defects deviates from §438 (1) no. 3 BGB and is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
2. The limitation periods of sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period under §§ 195,199 BGB would lead to a shorter limitation period in individual cases. Claims for damages by the buyer under Section 10.1 and Section 10.3 or claims for damages under the Product Liability Act are subject exclusively to the statutory limitation periods.

10. Other Liability
1. The seller is liable for violations of contractual or non-contractual obligations under the statutory provisions unless otherwise provided in the GTC, including the following provisions.
2. Under liability for fault, the seller is liable for damages, regardless of the legal basis, only in the case of intent and gross negligence. In the case of simple negligence, we are liable, subject to statutory liability limitations, only:
3. for damages resulting from injury to life, body, or health,
4. for damages resulting from the violation of an essential contractual obligation. In this case, the seller's liability is limited to compensation for the foreseeable, typically occurring damage.
5. The liability limitations arising from Section 10.2 also apply to third parties and in the case of breaches of duty by persons whose fault we are responsible for under statutory provisions.
6. The buyer may only withdraw from the purchase contract or terminate it due to a breach of duty that does not result from a defect if the seller is responsible for the breach of duty.
7. The buyer's right to terminate is excluded. This applies in particular under §§648,650 BGB. Furthermore, the statutory requirements and legal consequences apply.

11. Force Majeure
1. The seller is not liable for delays, particularly in the shipment and delivery of goods, as well as for breaches of contract, inadequate performance, or non-performance of its contractual obligations, in whole or in part, and reserves the right to suspend or terminate the performance of the sales contract in whole or in part (within 30 days after the occurrence of one of the events listed below), including the postponement of the delivery date or the delivery of a smaller quantity of goods than specified in the sales agreement, if this is caused by circumstances beyond the seller's control, external circumstances, which the seller could not reasonably foresee at the time of the conclusion of the sales agreement, and which are considered force majeure events here, including phenomena and events such as war (declared or undeclared), other armed actions, invasion, military maneuvers, terrorist actions, mobilization, embargoes, rebellion, revolution, uprising, military or civil unrest, earthquake, floods, fire, hurricanes, strong winds, any other natural disaster, strike, or other labor dispute, transport accident, equipment failure, roadblock, time restrictions on truck, rail, or ship traffic, legal changes, epidemics, pandemics, and general illness, as well as other causes beyond the seller's control.
2. The provisions on force majeure also apply if force majeure occurs with one of the seller's contractual partners and prevents the seller from fulfilling its obligations under the sales contract.
The seller undertakes to inform the buyer of any occurrence of force majeure and its expected impact on the performance of the sales contract.

12. Choice of Law and Jurisdiction
1. The GTC and the contractual relationship between the seller and the buyer are governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Sales Convention.
2. If the buyer is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law, our registered office in Düsseldorf, Germany, is the exclusive and also international jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3. This also applies if the buyer is an entrepreneur within the meaning of §14 BGB.
4. The seller is also entitled to file a lawsuit at the place of performance of the delivery obligation under these GTC or a priority individual agreement or at the buyer's general place of jurisdiction. Priority statutory provisions (exclusive jurisdictions) remain unaffected.


Status: August 2024



Notes

This document assumes the use of the General Terms and Conditions of Sale (AVB) exclusively for entrepreneurs within the meaning of § 14 HGB. In this respect, there is a fundamentally greater scope for the design of General Terms and Conditions than is the case with the individually contractual, largely mandatory design of consumer goods purchases according to § 475 BGB. The General Terms and Conditions of Sale are designed so that they can be used by both manufacturers and intermediaries. This also applies in the event that the products are intended for sale to (end) consumers, including digital products.

The 2022 reform of the law of obligations, which is based on the implementation of the Digital Content Directive (DIRL) and the Sale of Goods Directive (WKRL), focuses entirely on consumer goods purchases and the provision of digital products to consumers. Insofar as general sales law and questions of recourse within the supply chain are concerned, this is taken into account in the relevant sections of the General Terms and Conditions of Sale and the respective notes (particularly with regard to liability for defects).

The clause prohibitions of §§ 308 and 309 BGB apply indirectly to commercial transactions (B2B) via the general clause of § 307 paragraphs 1 and 2 BGB (§ 310 paragraph 1, sentence 2 BGB). In this context, the customs and practices applicable in commercial transactions must be appropriately taken into account. For the safest possible design of the GTC, an orientation to the standard applicable in consumer contracts, i.e., to the explicit clause prohibitions of §§ 308 and 309 BGB, should be followed. Against this background, according to BGH case law, it must be borne in mind that the clause prohibitions of § 309 BGB, which, due to their rigid wording, do not allow for any immediate judicial assessment, have an indicative effect on commercial transactions.

Transparency Requirement

This requirement means that a clause in GTCs is considered unreasonably disadvantageous in case of doubt if it is not clear and understandable. This requirement implies that non-transparent clauses are per se considered invalid, without the need for additional material disadvantages to the contractual partner. Furthermore, this means that the transparency requirement also applies to price determinations and clauses describing services, which are generally exempt from content control.

Warranty Periods

In the case of sales and work contracts, the warranty period is 2 years. Through GTCs, the warranty period can be shortened as follows:

Condition | Buyer | Duration
New | Consumer | 2 years
New | Entrepreneur | 1 year
Used | Consumer | 1 year
Used | Entrepreneur | None

Reimbursement of Expenses for Subsequent Performance

The seller is obliged, according to § 439 paragraph 2 BGB, to bear the necessary expenses for subsequent performance (e.g., transport, travel, labor, and material costs). This obligation cannot be excluded by GTCs.

Liability for Defects – Seller Must Cover Removal and Installation Costs

The legal provision for subsequent performance pursuant to § 439 paragraph 3 sentence 1 of the German Civil Code (BGB) stipulates that the seller is obliged to reimburse the buyer for the necessary expenses for removing or installing the defect-free item if the buyer has installed or attached the defective item in accordance with its nature and intended purpose. According to § 445a BGB, the seller can also take recourse against his supplier. However, the seller is only liable if the buyer acted in good faith. Therefore, the buyer’s rights are excluded if the buyer knew of the defect at the time of installation or was grossly negligent in not knowing it.

Changes in Warranty Law

The statutory amendments within the framework of defect liability law due to the implementation of the DIRL and WKRL as of 01.01.2022 focus entirely on consumer contracts. In business-to-business transactions, despite the now ordered equivalence of subjective and objective defect definitions in § 434 BGB and the complexity of the regulations, there are no significant changes compared to the previous legal situation. In particular, in B2B, it is still possible to deviate from the objective quality standard through specific (including negative) agreements on the condition of the product, which can also relate to the intended use of the product. Special considerations, particularly regarding liability for goods with digital elements in the supply chain, are taken into account.

Limitation to Subsequent Performance

In the case of a defective item, the buyer can, as subsequent performance, choose to have the defect rectified or a defect-free item delivered or, if the conditions are met, also claim damages. Only if the subsequent performance is unsuccessful, impossible, or unreasonable can the buyer assert warranty rights as a second option. The clause assigns the right to choose the type of subsequent performance to the seller, deviating from § 439 paragraph 1 BGB. The admissibility of this right of choice is supported mainly by the fact that the seller, or the manufacturer regularly engaged by him, is closer to the matter than the buyer, which is why the entrepreneur's right of choice in the case of work contracts (§ 635 paragraph 1 BGB) is even legally provided. This guiding principle can also be applied, within reason, to purchase contracts between entrepreneurs.

Liability Limitations

Any exclusion or limitation of liability for damages resulting from injury to life, body, or health that is based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or agent of the user is invalid.

Interest Rate on Default

From the onset of default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, either as a buyer or seller, the interest rate is 5% above the base rate. For purchase contracts between entrepreneurs, the interest rate is 9% above the base rate.
At www.bundesbank.de, the current base rates can be determined.