General Terms and Conditions
1.0 General information, scope of application and sales restrictions
- These General Terms and Conditions (hereinafter referred to as „GTC“) of Verlagshaus Stadthagen GmbH (hereinafter referred to as „seller“) apply exclusively to all contracts for the delivery of goods to customers concluded via the online shop www.wahlmoebel.de (hereinafter referred to as “online shop"); the seller does not recognise any terms and conditions of the customer that conflict with or deviate from these General Terms and Conditions, unless it has expressly agreed to their validity in writing. These GTC shall also apply if the seller carries out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these GTC.
- These GTC shall also apply to future contracts with the customer.
- These GTC apply only to entrepreneurs.
- The seller shall only deliver to customers domiciled in a member state of the European Union.
- Orders via the online shop are only possible for goods that can be sent by parcel post and/or small order volumes. Other orders are processed manually.
- An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
- Entrepreneurs within the meaning of these GTC are also public authorities or other institutions under public law if they act exclusively under private law when concluding the contract.
- Force majeure shall be deemed to exist if there is an external event which cannot be controlled by either party and which could not have been averted by anyone within the scope of reasonable care.
3.0 Subject matter of the contract and conclusion of the contract
- The subject matter of the contract is based on the offer and/or the product presentation in the online shop.
- The text of the contract is stored by the seller. The customer receives the text of the contract by e-mail. The seller shall not make the text of the contract accessible beyond this. If the customer has set up a user account in the seller's online shop before sending his order, the order data will be archived on the seller's website and can be accessed by the customer free of charge via his password-protected user account by providing the corresponding login data.
- The following provisions of paragraphs (4) to (6) shall apply to the conclusion of the contract via the online shop.
- The product offers presented in the online shop do not represent binding offers on the part of the seller, but merely serve to submit an offer by the customer.
- The customer places the desired goods in the shopping basket, goes through the ordering process and clicks the "order subject to payment" button at the end. By doing so, he makes a binding offer to which he is bound for four working days. Within this time, the seller can accept the offer.
- After receipt of the customer's order, the customer will receive an order confirmation sent to his/her e-mail address. This does not constitute acceptance of the offer. Acceptance is effected by sending an order confirmation to the customer. As soon as this reaches the customer, the contract is bindingly concluded.
- The following provisions shall apply to the conclusion of the contract via other communication channels:
- The customer formulates his order requirements. The seller then makes a binding offer to the customer. The customer can accept this offer by making a binding declaration to the seller. The contract is effectively concluded as soon as the seller receives the declaration of acceptance.
4.0 Cooperation obligations of the customer
- The customer is obliged to provide truthful information on his master data. In particular, a valid e-mail address must be provided, via which the text of the contract will be sent to the customer. If the customer's e-mail address changes in the course of an existing business relationship, the customer must notify the seller of this change without delay.
- If the customer uses the registration in the personal customer area, the customer receives individual access data consisting of his e-mail address and a secret password. The customer is obliged to keep this password secret and not to disclose it to any unauthorised third party.
- If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code (HGB), he shall be subject to the commercial duty of inspection and notification of defects pursuant to § 377 of the German Commercial Code (HGB).
5.0 Prices and terms of payment
- Unless otherwise stated in the order confirmation, the seller's prices shall apply "ex works", excluding shipping, which shall be invoiced separately.
- The statutory value-added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
- The deduction of a discount requires a special written agreement.
- Discount agreements refer only to the pure net value of the goods.
- The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by the seller. Furthermore, the customer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
- Various payment options are available to the customer, which are indicated in the seller's online shop under https://wahlmoebel.de/en/payment-and-shipment
- In the event of payment in advance by bank transfer, payment shall be due immediately after conclusion of the contract, unless the parties have agreed on a later due date.
- If payment is made by invoice, the purchase price shall become due after the goods have been delivered and invoiced.
- It is also possible to pay by means of a value voucher.
- The parties agree on invoicing by e-mail.
- Payment shall be due upon receipt of the invoice by the customer. Default of payment occurs 14 days after the due date. In case of default of payment, the Verlagshaus Stadthagen is entitled to charge default interest on the amount due in the amount of nine (9) percentage points above the respective base interest rate (§ 288 paragraph 2 BGB).
6.0 Delivery and shipping conditions, shipping risk
- The goods shall be delivered to the delivery address specified by the customer, unless otherwise agreed. The delivery address of the customer stated in the order processing shall be decisive.
- The seller shall be entitled to make partial deliveries insofar as this is reasonable for the customer. In the event of permissible partial deliveries, the seller shall also be entitled to issue partial invoices.
- The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the seller is not responsible for the non-delivery and the seller has concluded a specific covering transaction with the supplier with due diligence. The seller shall make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer shall be informed immediately and the consideration shall be refunded without delay.
- The risk of accidental loss and accidental deterioration of the sold goods shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This shall also apply if the seller bears the costs of transport. Transport insurance shall only be taken out at the special request and for the account of the customer.
- In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall already take place with the notification of readiness for dispatch to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.
- If the purchased item is defective, the provisions of the statutory liability for defects shall apply unless the following provisions deviate therefrom:
- Claims for defects shall not arise in the event of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or as a result of special external influences which are not assumed under the contract. If the customer or third parties carry out improper modifications or repair work, there shall also be no claims for defects for these and the consequences arising therefrom, unless the customer can prove that the defect complained of was not caused by these modifications or repair work.
- In the case of new goods, the limitation period for claims for defects is one year from delivery of the goods. In the case of used goods, the rights and claims due to defects are excluded.
- The above-mentioned limitations of liability and shortening of the limitation period shall not apply to
- to items which have been used in accordance with their customary use for a building and have caused its defectiveness,
- to claims for damages and reimbursement of expenses of the customer,
- in the event that the seller has fraudulently concealed the defect, and
- for the right of recourse according to § 445a BGB.
- In the event of subsequent performance, the seller shall have the right to choose between rectification of defects or replacement delivery.
- If a replacement delivery is made within the scope of liability for defects, the limitation period shall not start again.
- If the supplementary performance has taken place by way of replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. The return package must contain the reason for the return, the customer's name and the number assigned for the purchase of the defective goods, which enables the seller to assign the returned goods. As long as and insofar as the assignment of the return is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to refund the purchase price. The costs of a renewed dispatch shall be borne by the customer.
- If the seller delivers a defect-free item for the purpose of subsequent performance, the seller may claim compensation for use from the customer pursuant to Section 346 (1) BGB. Other statutory claims remain unaffected.
- If the customer acts as a merchant within the meaning of § 1 of the German Commercial Code (HGB), he shall be subject to the commercial duty of inspection and notification of defects pursuant to § 377 of the German Commercial Code (HGB). If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.
- The seller shall be liable to the customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:
- The seller shall be liable for any legal reason without limitation
- in the event of intent or gross negligence,
- in the event of intentional or negligent injury to life, limb or health,
- on the basis of a guarantee promise, insofar as nothing else is regulated in this respect,
- on the basis of mandatory liability such as under the Product Liability Act.
- If the seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to the preceding clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and compliance with which the customer may regularly rely on.
- In all other respects, any liability on the part of the seller is excluded.
- The above liability provisions shall also apply with regard to the seller's liability for its vicarious agents and legal representatives.
10.0 Force majeure
- In the event of force majeure affecting the performance of the contract, the seller shall be entitled to postpone delivery for the duration of the impediment and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without this giving rise to any claims against the seller.
- The following events in particular are considered to be force majeure:
- natural disasters;
- wars and civil wars;
- embargoes and calls for boycotts;
11.0 Reservation of ownership
- The seller retains ownership of the purchased item until receipt of all payments from the delivery contract. If the customer acts in breach of contract, in particular in the event of default in payment, the seller shall be entitled to take back the object of sale. The taking back of the object of sale by the seller shall constitute a withdrawal from the contract. After taking back the object of sale, the seller shall be entitled to realise it; the realisation proceeds shall be credited against the customer's liabilities - less reasonable realisation costs.
- The customer is obliged to treat the object of purchase with care; in particular, he is obliged to insure it adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
- In the event of seizures or other interventions by third parties, the customer shall immediately notify the seller in writing so that the seller can bring an action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse the seller for the judicial and extra-judicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by the seller.
- The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to the seller all claims in the amount of the final invoice amount (including VAT) of the seller's claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. The authority of the seller to collect the claim himself remains unaffected by this. However, the seller undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, the seller may demand that the customer informs him of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
- The processing or transformation of the object of sale by the customer shall always be carried out for the seller. If the object of sale is processed with other objects that do not belong to the seller, the seller shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered under reservation.
- If the object of sale is inseparably mixed with other objects not belonging to the seller, the seller shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to the seller on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for the seller.
- The customer also assigns to the seller the claims to secure his claims against him which arise against a third party through the connection of the object of sale with a plot of land.
- The seller undertakes to release the securities to which it is entitled at the customer's request to the extent that the realisable value of its securities exceeds the claims to be secured by more than 10%; the seller shall be responsible for selecting the securities to be released.
12.0 Subject to change
- The seller reserves the right to amend the GTC at any time without stating reasons, unless this is unreasonable for the customer. The seller shall notify the customer of any changes to the contract in good time. If the customer does not object to the application of the new GTC within six weeks after notification, the amended GTC shall be deemed accepted by the customer. In the notification, the seller shall inform the customer of his right to object and the significance of the objection period.
- The seller further reserves the right to amend these GTC,
(a) if the change is merely beneficial to the customer;
(b) if the change is purely technical or procedural, unless they have a material effect on the customer;
(c) to the extent that the seller is obliged to bring the provisions of the contract into conformity with applicable law, in particular if the applicable law changes;
(d) to the extent that the seller is complying with a court judgment or administrative order against it; or
(e) to the extent that the seller introduces additional, entirely new services, services or service elements which require a description of services in the GTC, unless the existing user relationship is adversely changed as a result.
- The seller shall inform about such changes to the GTC in text form.
13.0 Data protection
- The seller collects and processes the personal data of the customer and, if applicable, of its employees for the purpose of executing the order.
- More detailed information on the handling of personal data at the seller can be found in the data protection information under https://wahlmoebel.de/en/data-protection-information
14.0 Applicable law, place of performance, place of jurisdiction
- The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international purchase of movable goods.
- The place of performance shall be the registered office of the seller.
- If the customer is a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller's registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the seller shall in any case be entitled to bring the matter before the court at the customer's place of business.
Date: March 2022