General Terms and Conditions AGB

EPAR-service GmbH GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

The following terms and conditions of sale, delivery and payment apply to all contracts, deliveries and other services, including consultancy services and information.
They shall also apply to all future contracts with the customer as well as to future deliveries and other services to be rendered to the customer.
Any conflicting terms and conditions are hereby rejected.
We only supply entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. We do not supply private end consumers.
Our products are intended exclusively for professional use and do not fulfil the requirements that apply to private end users.

Conclusion of contract
Orders placed with us, amendments and additions to the contract and ancillary agreements must be made in writing. Orders placed by telephone or in any other form shall be deemed to have been accepted when the goods and invoice are dispatched or handed over.

Prices, price lists

Our prices are ex works plus the disposal charges levied by the Dual System and shown in the list below. The prices valid at the time the order is placed shall apply. VAT is not included in the price and will be invoiced separately at the statutory rate.
A shipping service of 17.90 euros is charged for each delivery.
Free shipping from a purchase value of 1000€.
When using the Express Service, we charge a service fee of 23.80 euros. EPAR-service GmbH is entitled to charge higher service fees for special handling (e.g. bulky goods, express orders, general cargo).
If the agreed delivery period is longer than one month from conclusion of the contract, we shall be entitled to charge the prices according to our price list valid on the day of delivery.
When invoicing, the prices per packaging unit are rounded to full cents (third decimal place greater than 4 is rounded up, otherwise rounded down) and multiplied by the order quantity.

Payment

Our invoices are payable within 14 days of invoicing without deduction.
For orders over 5000€ a deposit of 50% of the amount is required at the time of order.
If Eparcare is authorised to collect claims against the Customer by direct debit on the basis of a SEPA direct debit mandate of the Customer, the Customer agrees that Eparcare shall send him a pre-notification no later than three (3) calendar days before the date of the intended collection of a SEPA direct debit (execution date).
The customer shall be in default of payment upon receipt of the first reminder or without a reminder 14 days after the due date and receipt of an invoice in accordance with Section 286 (3) BGB. In the event of default, we shall be entitled to default interest in accordance with § 288 BGB, subject to proof of further damage caused by default.
Offsetting against unrecognised or not legally established claims of the customer is excluded. This also applies to a right of retention due to such counterclaims, insofar as these claims are not based on the same contractual relationship.

delivery

Our delivery obligation is subject to complete and correct delivery to us, unless we are responsible for the non-delivery or delay.
In the case of customised products, excess or short deliveries of up to 10 % are permissible and will be taken into account in the invoice.
With regard to the dimensions specified for our delivery items, we reserve the right to the customary deviations, unless we have expressly guaranteed compliance with the dimensions.
We are authorised to make reasonable partial deliveries.
If the dispatch of the ordered delivery items is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch.
Reliable despatch of the ordered goods shall be ensured by carriers commissioned by us. The parties agree that in the event of a dispute, it is the responsibility of the customer to prove the non-arrival of a delivery.
In the event of goods being taken back as a gesture of goodwill, we are entitled to charge a restocking fee of 15% of the value of the goods taken back, with a minimum of 15.00 euros and a maximum of 250.00 euros.

Delivery time
Agreed delivery periods shall be extended appropriately in the event of unforeseen obstacles beyond our control, such as strikes, lockouts, operational disruptions, delays in the delivery of primary materials, irrespective of whether these obstacles occur at our premises or those of our suppliers. We shall not be responsible for such circumstances even if we are already in default. If they occur, both parties are entitled to withdraw from the contract.

Retention of title

The items delivered by us shall remain our property until all our current claims against the customer, as well as future claims, insofar as they are connected with the delivered items, have been fulfilled.
The customer shall be entitled to resell the delivery items (goods subject to retention of title) owned by us in the ordinary course of business. However, he hereby assigns to us all claims arising from this resale, irrespective of whether the reserved goods are resold before or after processing or whether or not they are combined with real estate or movable property. If the reserved goods are resold after processing or together with other goods that do not belong to us, or if they are combined with real estate or movable property, the purchaser's claim against his customers shall be deemed assigned to us in the amount of the delivery price agreed between the purchaser and us for the reserved goods.
The customer is authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this, but we undertake not to do so as long as the customer duly fulfils his payment obligations. If the customer makes use of the collection authorisation, we shall be entitled to the collected proceeds in the amount of the delivery price agreed between the customer and us for the reserved goods.
Processing or remodelling of the goods subject to retention of title shall be carried out for us as the manufacturer in accordance with § 950 BGB without any obligation on our part. If the goods subject to retention of title are processed with other items, we shall acquire co-ownership of the new item in the ratio of the market value of our goods to the value of the other processed items at the time of processing. The customer shall store the new item for us free of charge with the care customary in the trade.
We undertake to release the securities to which we are entitled on request to the extent that their realisable value exceeds the claims to be secured by more than 20 %.
If we accept bills of exchange as a means of payment, our retention of title shall continue to exist until it is established that we can no longer be held liable under this bill of exchange.

Complaints
Obvious defects must be reported in writing and specified within 10 days of receipt of the goods.
Guarantee
We grant the customer unrestricted statutory warranty rights, despite statutory restrictions and shortcuts.

Exclusion of claims for damages

We shall only be liable - on whatever legal grounds - for damage resulting from the omission or incorrect execution of suggestions or advice given before or after the conclusion of the contract or from the breach of other ancillary contractual obligations - in particular instructions for the operation and maintenance of the delivery item - which have not arisen on the delivery item itself.
- with intent
- in the event of gross negligence on the part of our executive bodies or our executive employees
- in the event of culpable injury to life, limb and health,
- in the case of defects which we have fraudulently concealed or the absence of which we have guaranteed,
- in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
- In the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, but in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims for damages are excluded.
- Eparcare shall be liable for damages due to late delivery of express orders ("delivery within the next working day") up to a maximum amount of EUR 250 per order. The assertion of further damages caused by delay is excluded.
- We accept no liability if the customer makes our products intended for professional use available to private end users.

Software
The customer shall be granted a non-exclusive and non-transferable user right to the programmes and the associated documents and subsequent supplements for internal use with the products for which programmes are supplied. All other rights to the programmes and documentation, including copies and subsequent additions, shall remain with our company. The customer must ensure that these programmes and documents are not accessible to third parties without the prior consent of our company. Copies may only be made for archiving purposes as a replacement or for troubleshooting. The transfer of source programmes requires a separate written agreement. If the originals bear a copyright notice, this notice must be affixed to the original by the customer. Unless otherwise agreed, the right of use shall be deemed to have been granted upon delivery of the order and delivery of the programmes, documentation and subsequent supplements. Modifications to the programmes are not permitted; if modified programmes are used by the customer or by third parties, our company shall not be liable for damages.
The customer is advised that, given the current state of technical development, errors in the software programme cannot be completely ruled out. The customer shall examine the software immediately after delivery and notify our company in writing of any obvious errors without delay. Our company guarantees that the functionality of the software essentially corresponds to the description in the documentation or the specifications in the order confirmation. In addition, our company does not guarantee certain properties of the software programmes or their suitability for customer purposes or customer requirements. Our company shall not be liable for the recovery of data unless our company has caused their destruction through gross negligence or wilful intent and the customer has ensured that these data can be reconstructed from the data material, which is stored in machine-readable form, with reasonable effort.
Insofar as exclusions of liability in accordance with the above paragraphs can only be agreed in a legally binding manner between fully qualified merchants, the legally permissible possibility of an extensive exclusion of liability shall remain in the case of a transaction with a non-merchant.

Characteristics
The information, drawings, illustrations, samples, brochures, technical specifications and catalogues and other technical data and recommendations for use contained in brochures, catalogues, advertisements and price lists or in the documents belonging to an offer are non-binding; they do not release the customer from checking the goods for their suitability for the intended purposes, processes and applications. They shall only become part of the contract if and insofar as they have been expressly confirmed by us as binding. Quality guarantees are only those which are expressly designated as such in the order confirmation. Application, use and processing of the purchased goods are the sole responsibility of the customer. We reserve the property rights and copyrights to illustrations, drawings and other documents. They may only be used for the contractually intended purpose without our consent and may not be made accessible to third parties.

Place of fulfilment, place of jurisdiction, applicable law

The place of jurisdiction for all disputes arising from our legal relationship with the customer is Stuttgart. However, we shall also be entitled to take legal action at the customer's head office.
German law shall apply; in exceptional cases, UN sales law shall also apply.