General Terms And Conditions
General Terms and Conditions of Sale and Delivery of
Flobo24 – Paul Wiebe
I. Preliminary Remarks
All supplies, services and offers of flobo24 Paul Wiebe (hereinafter “flobo24“, “we“, “us”) are provided exclusively on the basis of these General Terms and Conditions of Sale and Delivery (hereinafter „GTC“).
These GTC form an integral part of all contracts that we conclude with our Customers (hereinafter “Customer“, “you“) for the supply of goods offered by us.
We offer our products to both Consumers and Entrepreneurs.
For the purposes of these GTC, (i) “Consumer“ means any natural person who enters into a legal transaction for purposes that are predominantly outside his/her commercial or independent professional activity (Section 13 of the German Civil Code (BGB) )and (ii) “Entrepreneur“ means any natural or legal person or partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his/her or its commercial or independent professional activity (Section 14 of the German Civil Code (BGB)).
3. Structure of these GTC
The following section „II. General Conditions“ lays down the terms and conditions which, in particular, also apply vis-à-vis Consumers.
These General Conditions also apply vis-à-vis Entrepreneurs unless it is expressly stated that their scope of application is limited to Consumers.
Section „III. Special Conditions“ lays down additional conditions that only apply vis-à-vis Entrepreneurs.
II. General Conditions
1. Contract language
All contracts will be concluded in German.
2. Contracting party
Contracts are concluded with flobo24 - Paul Wiebe.
3. Offers and Conclusion of Contracts
All offers and prices shown on our website under the domain flobo24.com or in brochures, advertisements and other promotional material are non-binding and without obligation.
Any order which the Customer places with us, constitutes a binding offer for the conclusion of a contract within the meaning of Section 145 of the German Civil Code (BGB).
The Customer is bound by his/her declaration of intent for a period of 10 calendar days from the time when such declaration was made or, for orders placed in text form (e.g. post/fax/email), from the time when such declaration was sent. We may accept such offer at any time within this period of time.
In order to meet this deadline, our declaration of acceptance must be received by the Customer before the expiry of such 10 days’ period. Shipment of the ordered goods is also deemed acceptance.
As an alternative to direct orders placed by the Customer, we will gladly submit a binding written binding offer (within the meaning of Section 15 of the German Civil Code (BGB)) to the Customer, if the Customer so requests.
We are bound by such offer for a period of 14 calendar days from the time when the offer was sent.
The Customer may accept our offer at any time within this period of time. In order to meet this deadline, the declaration of acceptance must be received by us before the expiry of such 14 days’ period. Payment is also deemed acceptance.
4. Right of Withdrawal for Consumers
Customers who are Consumers are entitled to a statutory right of withdrawal. For further details, please refer to the Instructions on Withdrawal set below these GTC and which are also available on our homepage flobo24.com by clicking on the link „Cancellation Instructions“.
Besides, the right of withdrawal shall not exist for the following contracts:
- contracts for the supply of goods that are non-prefabricated and that are made on the basis of an individual choice of or decision by the consumer, or that are clearly tailored to personal needs of the consumer;
- contracts for the supply of goods, which are, after delivery, according to their nature, inseparably mixed with other items;
- contracts with consumers who do not belong to any member state of the European Union at the time the contract is concluded, and whose sole place of residence and delivery address are outside the European Union at the time the contract is concluded.
5. Cost of Returning Goods after Withdrawal
If a Customer who is a Consumer exercises his/her statutory right of withdrawal to withdraw from the contract, it is agreed that he/she shall bear the direct cost of returning the goods.
6. Provider Identification, Address for Service of Documents
Please find hereafter our contact details for complaints and other declarations of intent as well as our address for service of documents:
flobo24 – Paul Wiebe
Represented by the owner Paul Wiebe.
VAT ID: DE327222310
7. Prices, Shipping Costs
Our prices are inclusive of statutory VAT (if not otherwise indicated).
Shipment shall be at the expense of the Customer.
Regardless of the order value, we charge a flat rate of 09.00 € per order for standard shipping within Germany and a flat rate of 40.00 € per order for express shipping within Germany.
Regardless of the order value, we charge a flat rate of 40.00 € per order for standard shipping within the EU (other than Germany). Express shipping to EU countries other than Germany is possible, here the costs have to be determined individually.
All payments shall be made by bank transfer via PayPal.
Prepayment by bank transfer
If you choose to pay by bank transfer, our bank details will be included in our offer/order confirmation. With this method of payment, no additional costs are incurred by the Customer, except for any transaction fees that may be charged by the bank of the Customer.
Prepayment via PayPal
If you choose to pay via PayPal we will include an email-address in our offer/order confirmation to enable payment via the aforementioned online provider. To use this method of payment, the Customer must, in principle, be registered or register with PayPal, identify himself/herself with his/her access data and confirm the payment instructions to us (except for guest access, where possible).
Our technical staff, drivers and field service staff are not authorised to collect debts.
9. Shipment of goods
Deliveries will only be made within the EU.
Unless expressly otherwise agreed, we select the appropriate mode of transport and the carrier in our reasonable discretion.
We are entitled to make partial deliveries to the extent reasonably acceptable to the Customer. Partial deliveries shall be made without any additional costs for the Customer.
If, for reasons not attributable to us, the ordered goods are not available due to the late or incorrect delivery (including short deliveries) by our suppliers under a contract for the supply of the ordered goods, we reserve the right not to deliver an order. In that case we will immediately inform the Customer of the non-availability of the ordered goods and shall refund any payments received from the Customer without undue delay.
Deliveries shall be made within the delivery period specified for the respective product.
The delivery period commences upon receipt of the purchase price in full (including VAT and shipping costs).
Deliveries will only be made at ground level to the first door at the address indicated by the Customer.
Should we fail to meet the agreed delivery date, the Customer shall grant us an additional period of time of reasonable length, not to be less than one week.
10. Defects of Quality
In case of defects of quality, Customers who are Consumers shall be entitled to all statutory warranty claims with regard to any goods sold by us.
11. Retention of Title
Any goods supplied shall remain our property until paid for in full.
12. Data protection
13. Information on Contractual Terms
Customers who are Consumers will be provided with the contractual terms, including these GTC, in text form, at the latest upon delivery of the goods.
14. Further Provisions, Settlement of Disputes
The invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid provision will be replaced by the statutory provisions.
German law shall apply, to the exclusion of the UN Sales Law (CISG). This choice of law shall only apply in so far as the Consumer is not deprived of the protection granted by mandatory consumer protection laws of the country in which he/she has his/her habitual residence when the order is placed.
The European Commission provides a platform for online dispute resolution (ODR) which can be accessed under the following link: http://ec.europa.eu/Consumer/odr/.
We are neither obliged nor willing to participate in a dispute resolution procedure before a consumer conciliation body.
III. Special Conditions
1. Future Business, GTC of the Customer
With regard to Customers who are Entrepreneurs, these GTC shall also apply to all future business transactions, even if no specific reference is made to their applicability in the future.
General terms and conditions of the Customer shall not apply even if we do not object to their applicability in an individual case. Even if we refer to a letter or other document containing or referring to general terms and conditions of the Customer or a third party, this shall not constitute consent to the applicability of such terms and conditions.
2. Offers and Conclusion of Contract
The provisions on offers and the conclusion of contracts set forth in II. 3. shall also apply vis-à-vis Customers who are Entrepreneurs, subject to the following additional conditions:
Our legal relationship with the Customer shall be exclusively governed by the written sales contract, including these GTC. The sales contract sets forth the entire agreement between the parties regarding the subject matter thereof. Oral commitments made by us prior to the conclusion of the contract are not legally binding and the written contract supersedes any oral agreements between the parties, unless such agreements explicitly state that they continue to be effective and binding.
Information provided by flobo24 regarding the goods or services to be supplied (e.g. weights, measurements, utility value, load capacities, tolerances and technical data) and our description/illustration thereof (e.g. drawings and images) are approximations only unless the suitability for the contractually-agreed purpose requires precise conformity. They shall not be construed as guaranteed characteristics, but as a description or identification of the supplies or services. Deviations which are customary in the trade, are due to legal requirements or constitute technical improvements as well as the substitution of components with equivalent parts are permitted, provided that they do not affect the suitability for the contractually-agreed purpose
We retain title/copyright to all offers and estimates of cost provided by us as well as to all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and resources provided to the Customer. The Customer may not, without our express consent, make accessible or disclose to any third party any of these items or the contents thereof or use or reproduce them or have them used or reproduced by any third party. At our request, the Customer shall return to us any and all of these items and destroy any copies made thereof, if the Customer no longer needs them in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The foregoing does not apply to the storage of data provided electronically for normal backup purposes.
3. Prices and Price changes
The provisions on prices set forth in II. 7 shall also apply vis-à-vis Customers who are Entrepreneurs, subject to the following additional conditions/amendments:
By way of derogation from II.7.1, prices quoted in submissions for tenders and written offers are net prices exclusive of any applicable VAT.
If the agreed prices are based on the list prices of flobo24 and delivery is scheduled for a date more than four months after the conclusion of the contract, the list prices of flobo24 valid at the time of delivery shall apply.
4. Payment and Delay in Payment
The provisions on methods of payment set forth in II. 8 shall also apply vis-à-vis Customers who are Entrepreneurs, subject to the following additional conditions/amendments:
In addition to the methods of payment listed in II.8. Customers who are entrepreneurs may also choose to make payments on receipt of invoice. Unless expressly otherwise agreed, invoiced amounts are due and payable within twenty-one days without any deduction. Payment shall be considered to have been made on the date on which the amount of the payment/transfer is actually received by us. Cheques will only be accepted by us if specifically agreed upon in the individual case.
If the Customer fails to make any payments when due, interest will accrue on the outstanding amount at a rate of 9 percentage points above the base interest rate with effect from the due date. Our rights to demand higher interest and claim further damages in the event of default remain unaffected.
5. Set-off and Right of Retention
The Customer may only offset his/her claims against our claims or exercise a right of retention based on such claims, if his/her counterclaims are undisputed or have been recognized by final judgement.
We are entitled to effect outstanding deliveries or provide outstanding services only against advance payment or provision of security, if after conclusion of the contract we become aware of circumstances which may significantly reduce the creditworthiness of the Customer and due to which the settlement of our outstanding receivables resulting from the respective contractual relationship (including other individual orders which are covered by the same framework agreement) is endangered.
6. Shipment of Goods, Place of Performance, Passing of Risk, Acceptance
By way of derogation from and in addition to II. 9., the following provisions shall apply to Customers who are also Entrepreneurs with regard to shipment of goods, place of performance, passing of risk and acceptance:
Unless otherwise specified, the place of performance for all obligations resulting from the contractual relationship shall be our premises. We reserve the right to ship goods also from other locations (drop shipment). In such cases the place of performance is the respective location from where the goods are shipped.
Risk shall pass to the Customer, at the latest, when the delivery items are handed over to the forwarder, carrier, or other third party assigned to transport the goods. (In this respect the goods are deemed handed over at the start of the loading process.) This also applies in the case of partial deliveries or if flobo24 has agreed to perform additional services (e.g. shipment). If shipment or handover of the delivery items is delayed due to circumstances caused by the Customer, the Customer shall bear the risk of loss, destruction and damage from the day on which the delivery items are ready for shipment and flobo24 has notified the Customer thereof.
Storage costs incurred after the passing of risk shall be borne by the Customer. The storage costs for storage provided by flobo24 amount to 0.25% of the amount of the invoice for the delivery items to be stored for each completed week. The right to claim and provide evidence of additional or lower storage costs remains reserved.
Dates and periods for deliveries and services indicated by flobo24 are approximates only, unless a fixed period or fixed date has been expressly accepted or agreed upon. If shipping has been agreed upon, delivery dates and deadlines refer to the time of handing-over to the forwarder, carrier, or other third party assigned to transport the goods.
Without prejudice to our rights upon the default of the Customer, we are entitled to an extension of the time for the delivery of goods or the provision of services or to a postponement of any dates set for the delivery of goods or the provision of services for a period equal to the period of time during which the Customer fails to fulfil his/her contractual obligations towards us.
We shall not be liable for any impossibility of or delay in delivery if such failure or delay is due to the occurrence of a force majeure event or any other event which could not be foreseen at the time of conclusion of the contract (e.g. interruption of operations of any kind, difficulties in the procurement of material or energy, transport delays, strikes, legal lock-outs, shortage of labour, energy or raw materials, difficulties in obtaining necessary permits from the authorities, acts of authorities, or any failure of or delay in delivery or delivery of non-conforming goods on the part of our suppliers) and for which we are not responsible. Insofar as such events significantly impede the delivery of goods or the provision of services or render the delivery of goods or the provision of services impossible and insofar as such impediments are not merely temporary in nature, we are entitled to withdraw from the contract. In case of temporary impediments, any period for the delivery of goods or the provision of services shall be extended and any dates set for the delivery of goods or the provision of services shall be postponed by the period of time that such impediment exists, plus a reasonable starting period. If, due to the delay, the Customer cannot reasonably be expected to accept the goods or services, it may withdraw from the contract by immediate written notice to us.
We are entitled to make partial deliveries to the extent reasonably acceptable to the Customer. Partial deliveries shall be made without any additional costs for the Customer.
If flobo24 defaults in making delivery or providing services or if, for whatever reasons, it becomes impossible for flobo24 to effect delivery or provide services, the liability of flobo24 for damages shall be limited as set forth in III. 7.
We will only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at the express request and at the expense of the Customer.
If acceptance is to take place, the purchased goods are deemed accepted
- when delivery is completed and, if flobo24 has undertaken to provide the assembly/installation, when such assembly/installation is completed,
- when flobo24 has notified the Customer thereof, informing the Customer that acceptance may be implied under this III. 6.10, and requested the Customer to accept the goods,
- when either twelve business days have elapsed since the delivery or assembly/installation or, if the Customer started using the purchased goods, when six business days have elapsed since the delivery or assembly/installation
- the Customer has failed to accept the goods within this period of time for reasons other than a defect notified to us, which renders the use of the purchased goods impossible or substantially impairs such use.
By way of derogation from II. 10., the following provisions shall apply to our liability towards Customers who are also Entrepreneurs, with the express proviso that Section 377 of the German Commercial Code (HGB) shall apply to sales transactions between merchants:
We shall be fully liable for damages in accordance with the statutory provisions also towards Customers who are Entrepreneurs,
if the damage
- arises from an injury to life, body or health and has been caused by a wilful or grossly negligent breach of a duty by us, our legal representatives or vicarious agents
- arises from a wilful or grossly negligent breach of a duty by us, our legal representatives or vicarious agents
- is based on the German Product Liability Act (Produkthaftungsgesetz)
- if our liability arises from the fact that we have assumed a procurement risk or given a guarantee.
If a damage is caused by a negligent, but not grossly negligent breach of an essential contractual obligation (“cardinal obligation”) by us, our legal representatives or vicarious agents and the requirements of a claim under the foregoing sub-sections
a. to d. are not met, our liability for damages shall be limited to the typical and foreseeable damage.
Essential contractual obligations (“cardinal obligations”) within the meaning of the foregoing sentence are duties upon whose performance the Customer relies and may reasonably rely, because they characterise the contract.
In addition to the above, we shall be liable if and to the extent that claims for damages are covered by third-party liability insurance.
The statutory allocation of the burden of proof remains unaffected.
Any further claims for damages against us, our legal representatives or vicarious agents are excluded, irrespective of the legal basis of such claims.
8. Period of Limitation for Claims for Defects in Quality
Rights and claims of Customers who are Entrepreneurs become statute-barred after one year. This does not apply
- if the delivered goods have been used for a building in accordance with their intended purpose and have caused the defectiveness of the building
- to claims for reimbursement of expenses in accordance with Section 445a of the German Civil Code (BGB))
- if the defect has been caused by a wilful breach of duty by us, our legal representatives or vicarious agents
- to damage claims.
In the cases set forth in sub-sections a. to d. above, the statutory limitation periods shall appy.
The statutory provisions relating to the suspension of the statute of limitations, the suspension of the expiration of the limitation period and the recommencement of the limitation period remain unaffected.
9. Retention of Title
By way of derogation from II. 11., the following provisions on the retention of title shall apply vis-à-vis Customers who are Entrepreneurs:
We retain title to all goods supplied (goods subject to retention of title) until the purchase price has been paid in full and all our claims arising from the business relationship have been settled.
The Customer may process and resell the goods subject to retention of title in the ordinary course of his/her business as long as he/she does not default in the performance of his/her obligations owed to us and does not suspend payments. More specifically, the following provisions shall apply:
- Any processing and transformation of the goods subject to retention of title shall be performed on our behalf within the meaning of Section 950 of the German Civil Code (BGB) and we will not thereby incur any obligations. By processing and transformation of the goods subject to retention of title the Customer shall not acquire the ownership of the newly created product according to Section 950 of the German Civil Code (BGB).
If the goods subject to retention of title are processed, mixed, mingled or combined with other goods, we acquire co-ownership of the newly created product, the share to be determined by the ratio of the invoice value of the goods subject to retention of title to the total value of the newly created item.
The provisions applicable to the goods subject to retention of title shall apply mutatis mutandis to the co-ownership shares arising under the foregoing provisions.
- The Customer hereby assigns to us all claims from the resale or other alienation, such as contracts for work and services, along with all ancillary rights. If the goods subject to retention of title have been processed, mixed or mingled and we have acquired a co-ownership share therein in the amount of the invoiced value or if the goods have otherwise been firmly installed, the assignment shall be an assignment of a proportionate part of such claims. If the goods subject to retention of title have been processed, mixed, mingled or firmly installed, we shall be entitled, from such assignment, to a fractional undivided share in such claim arising from the resale of the object, corresponding to the ratio of the invoiced value of the goods subject to retention of title to the invoiced value of the object.
If the goods subject to retention of title are sold by the Customer along with other goods not supplied by us, the Customer hereby assigns to us a fractional undivided share in the claim arising from the resale in the amount of the invoiced value of the goods subject to retention of title.
If the Customer has sold such claim under a non-recourse factoring arrangement, the Customer hereby assigns to us the claims against the factor that replace such claim. If the claim arising from the resale by the Customer is included in a current account relationship with his/her customer, the Customer hereby assigns to us his/her claims arising from such current account relationship in the amount of the invoiced value of the of the goods subject to retention of title.
- We hereby accept the aforementioned assignments.
- Until revoked by us, the Customer is authorised to collect claims assigned to us. We will revoke this collection authority if the Customer defaults in payment or suspends payments. Once revoked, the collection authority shall expire. In such case, we shall be authorised by the Customer to notify his/her customers of the assignment and to collect the claims ourselves.
At our request, the Customer shall provide us with a detailed account of the claims owed to him/her, including the names and addresses of the customers, the amounts of the individual claims, dates of invoices, etc., provide us with any information and documents that might be required to collect the claims and allow us to verify such information.
- Any amounts received by the Customer from claims that were assigned to us shall be kept separately on our behalf until such amounts are transferred to us.
- The goods subject to retention of title and the claims assigned to us may not be pledged or transferred by way of security. The Customer shall notify us, without delay, of any seizure, specifying the name of the attaching creditor.
If and to the extent the value of our securities exceeds the total amount of our claims against the Customer by more than 10%, we shall, at the request of the Customer, release securities.
The Customer shall hold the goods subject to retention of title, in custody for us, free of charge. The Customer shall insure them against the usual risks such as fire, theft and water, providing customary coverage. The Customer hereby assigns his/her claims for compensation to which he/she is entitled as a result of losses of the kind mentioned above against insurance companies or other parties liable for compensation in the amount of his/her claim. We accept this assignment.
10. Place of Jurisdiction
If the Customer who is an Entrepreneur is a merchant or the additional requirements of a choice-of-forum agreement laid down in section 38 of the German Code of Civil Procedure (ZPO) are met, the place of jurisdiction shall be our registered office.
We are also at any time entitled to sue Customers who are also Entrepreneurs at their place of general jurisdiction.
11. Applicable law
The laws of Germany shall at all times apply to the contractual relationship with Customers who are Entrepreneurs in the same manner as they apply to contractual partners having their registered office in Germany. The UN Sales Law (CISG) shall not apply.