General Terms and Conditions
Sales and delivery conditions for B2B wholesale at elvinci.de GmbH
Scope and Form
(1) These General Terms and Conditions (GTC) apply exclusively between Elvinci.de GmbH ("Seller") and entrepreneurs within the meaning of § 14 BGB ("Buyer").
(2) Deviating, conflicting or supplementary terms and conditions of the Buyer shall not become part of the contract unless the Seller expressly agrees to their application in writing or in text form.
(3) In addition, individual agreements, quality assurance agreements, details in the order confirmation and the information provided in the online shop shall apply.
(4) Declarations by the Buyer (e.g. setting of deadlines, notice of defects, withdrawal or price reduction) must be made in writing or electronically (by email or via the customer account in the online shop).
(5) References to statutory provisions serve solely for clarification. Even without such references, the statutory provisions shall apply unless they are expressly excluded or modified.
Formation of Contract
(1) The Seller's offers in the online shop are non-binding.
(2) The order placed in the online shop constitutes a binding contractual offer by the Buyer. The automatic order confirmation merely documents receipt of the order and does not constitute acceptance of the offer. The Seller is entitled to accept the contractual offer within 5 working days.
(3) Acceptance of the contract takes place in writing (e.g. order confirmation or invoice), electronically (e.g. email confirmation or notification in the customer account) or by delivery of the goods. The concluded contract shall be made available to the Buyer electronically.
Delivery Period and Default of Delivery
(1) The collection date shall be agreed individually or determined by the Seller upon acceptance of the contract. Without agreement, the provision period shall not exceed 5 working days from conclusion of contract.
(2) If the Seller is unable to meet agreed deadlines due to force majeure or due to non-availability of the goods for which the Seller is not responsible, the Seller shall immediately inform the Buyer and simultaneously notify a new expected delivery date. If performance is also not possible within the new delivery period, both parties are entitled to withdraw from the contract in whole or in part. Payments already made by the Buyer shall be refunded immediately. Any claims for damages by the Buyer shall be governed by Section 9 (Liability).
Shipping Terms, Transfer of Risk and Default of Acceptance
Shipping Terms
(1a) Free on-site collection by individual arrangement.
(1b) Alternatively, shipping is available at a flat shipping rate based on the distance (in kilometres) between the warehouse and the delivery address. Shipping costs are shown during the ordering process.
(1c) For prepayment orders, shipment or provision will only take place after full payment has been received.
Transfer of Risk
(2) For shipments, the risk of accidental loss or accidental deterioration passes to the Buyer upon handover of the goods to the transport company. For collections, the transfer of risk occurs upon handover of the goods to the Buyer.
Default of Acceptance
(3) If the Buyer defaults in acceptance or delays delivery for other reasons attributable to the Buyer, the Seller may claim compensation for the resulting damages, including additional expenses such as storage costs.
(4) Storage costs are charged at a flat rate of EUR 5.00 per pallet per calendar day, starting the day after the agreed collection date or 5 working days after the order if no date was agreed. Both parties reserve the right to provide evidence of higher or lower damages.
Payment Terms
Payment Methods
(1) The online shop offers, subject to availability, the following payment methods in particular: prepayment, purchase on account and other online payment methods displayed during the ordering process (e.g. credit card, SEPA direct debit, instant payment services or electronic payment systems). The Seller is not obliged to permanently maintain specific payment methods; the payment methods displayed in the online shop at the time of the order shall apply. The due date shown on the invoice is binding. The decisive factor for compliance with deadlines is the receipt of payment (value date) in the Seller's account or confirmation by the payment service provider.
Online Payment Methods
(2) If the Buyer selects an online payment method offered in the online shop (e.g. credit card, SEPA direct debit, instant payment service or electronic payment system), payment processing is handled by the respective payment service provider on the basis of the terms and conditions applicable there. The Buyer's payment obligation is deemed fulfilled as soon as the payment service provider successfully confirms the payment. If a payment is rejected or charged back by the payment service provider, the Seller's payment claim remains; the Seller is entitled to cancel the order or switch to prepayment.
Prepayment
(3) For prepayment, the invoice amount must be paid within 5 working days of the invoice date. Working days are Monday to Friday, excluding public holidays at the Seller's registered office. If no payment is received within this period, the Seller may cancel the order and release the stock.
Purchase on Account
(4) For purchases on account, the invoice amount must be paid by the due date shown on the invoice at the latest. To calculate the due date, the Seller adds 3 working days (time for packing and provision) to the order date and then the Buyer's individual payment term (7, 14, 21 or 28 calendar days). The date thus determined is shown on the invoice and is binding.
Individual Payment Term (Tier Model)
(5a) The Buyer generally starts with prepayment or an individual payment term if separately agreed.
(5b) After 3 punctually paid orders at the respective tier, the individual payment term increases by 7 calendar days, up to a maximum of 28 calendar days.
(5c) For each overdue invoice, the individual payment term is reduced by 7 calendar days. If it falls below 7 calendar days, the Seller switches to prepayment.
(5d) A payment is considered punctual if receipt of payment (value date) occurs no later than the due date.
Consequences of Default
(6) Default occurs upon exceeding the due date without the need for a reminder. The Seller is entitled in particular to reduce the individual payment term in accordance with paragraph (5). Statutory rights, in particular to claim default interest and damages, remain unaffected.
Definitions
(7) "Working days" are Monday to Friday, excluding public holidays at the Seller's registered office. "Calendar days" include all days, including weekends and public holidays. "Receipt of payment" is the value date in the Seller's account or the confirmed credit by the payment service provider.
Warranty Claims
(1) The statutory provisions shall apply to defects in the goods unless otherwise stipulated below.
(2) The basis for liability for defects is exclusively the agreements on quality, intended use and the product descriptions in the online shop and in the order confirmation.
(3) The Buyer is obliged to inspect the goods immediately upon delivery. Visible defects must be reported immediately, at the latest within one week of delivery, in writing or electronically (by email or via the customer account). Hidden defects must be reported immediately, at the latest within two weeks of discovery, in writing or electronically. The decisive factor is receipt of the notification by the Seller.
(4) If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), the duties of inspection and notification under § 377 HGB shall additionally apply.
(5) In the event of culpable breach of the duty to inspect and notify, the delivered goods shall be deemed approved with regard to the defect in question. The statutory rights of the Buyer remain unaffected insofar as the Seller fraudulently concealed the defect.
Retention of Title
(1) The delivered goods remain the property of the Seller until all claims arising from the business relationship have been paid in full.
(2) If the Buyer is in default of payment for more than 10 days, the Seller is entitled to withdraw from the contract and demand return of the goods.
(3) In the event of third-party access to the goods subject to retention of title, the Buyer must immediately inform the Seller and notify the third party of the Seller's ownership.
Data Protection and Terms of Use
(1) In addition to these GTC, the current privacy policy and the terms of use of the online shop, available in the Seller's online shop, shall apply.
(2) The Buyer undertakes to keep login credentials for the customer account confidential and not to pass them on to third parties.
(3) The personal data collected in connection with the online shop and the business relationship shall be processed for the purpose of initiating, executing and handling the contractual relationship and otherwise in accordance with the privacy policy.
Liability
(1) The Seller's liability is unlimited in cases of intent or gross negligence, under the provisions of the Product Liability Act, for injury to life, body or health, and for the assumption of a guarantee or procurement risk, in each case to the extent expressly agreed.
(2) In cases of slightly negligent breach of material contractual obligations (cardinal obligations), the Seller's liability is limited to the typical, foreseeable damage. Material contractual obligations are those whose fulfilment makes proper execution of the contract possible in the first place and on whose compliance the Buyer may regularly rely.
(3) Any further liability of the Seller for slight negligence is excluded.
(4) The above limitations of liability also apply in the event of breaches of duty by statutory representatives, employees or other agents of the Seller.
(5) Insofar as the Seller's liability is excluded or limited, this also applies to the personal liability of its statutory representatives, employees and agents.
Final Provisions
(1) Exclusively German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the Seller's registered office. However, the Seller is also entitled to bring an action against the Buyer at the Buyer's general place of jurisdiction.
(3) The place of performance for all deliveries and payments shall be, unless otherwise agreed, the Seller's registered office.
(4) Amendments and additions to this contract including these GTC require written or text form (e.g. email). This also applies to the waiver of this written or text form requirement.
(5) Should individual provisions of this contract including these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid regulation that comes closest to the economic purpose of the invalid provision. The same applies to any gaps in the provisions.