Terms and conditions
General Terms and Conditions of Digilo GmbH
Last update: 12/09/2022
In the event of any discrepancies or inconsistencies between the German language version and the English translation of these terms and conditions, the German language version shall prevail and be binding on all parties. The German language version of these terms and conditions shall be deemed the authoritative and governing version, and any translations shall be provided solely for convenience purposes. Any interpretation or construction of these terms and conditions shall be based solely upon the German language version, and any disputes arising out of or in connection with these terms and conditions shall be resolved in accordance with the German language version.
Our offers are directed exclusively to entrepreneurs and commercial customers (B2B). A sale to consumers (B2C) does not take place.
§ 1 Scope of application
1. Our offers, deliveries and services shall be governed exclusively by the following General Terms and Conditions.
2. Our general terms and conditions of business shall apply exclusively; we shall not recognize any conflicting or deviating general terms and conditions of business of the customer unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we render our performance without reservation in the knowledge of conflicting or deviating terms and conditions of the customer. In commercial business transactions, counter-confirmations with reference to business or purchasing conditions are hereby expressly rejected. This shall also apply if these are transmitted by means of a letter of confirmation.
§ 2 Conclusion of contract
1. All offers are subject to change and non-binding. Public statements of the seller, the manufacturer, their assistants or third parties do not constitute descriptions supplementing or modifying the characteristics of the delivery item. The essential characteristics of the goods offered by us as well as the period of validity of limited offers can be found in the individual descriptions within our offers. The languages available for the conclusion of the contract can only be German or English.
2. The customer’s order constitutes a binding offer which we can accept within one week by sending the order confirmation or by delivering the goods or performing the service.
3. We do not assume any procurement risk. We are entitled to withdraw from the contract if we do not receive the delivery item despite the prior conclusion of a corresponding purchase contract on our part; our responsibility for intent or negligence remains unaffected. We shall inform the Buyer without delay of the non-timely availability of the delivery item and, if we wish to withdraw, exercise the right of withdrawal without delay; in the event of withdrawal, we shall reimburse the Buyer for the corresponding consideration without delay.
4. We shall only become a contracting party if it is not expressly stated within the order process that an offer is being made.
5. We reserve the property rights and copyrights to offer documents, illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as “confidential”. The customer must obtain our express written consent before passing them on to third parties.
§ 3 Prices and payments
1. The price offered by us is binding (unless expressly stated otherwise). The prices are in Euro and are net plus the applicable statutory value added tax.
2. Unless otherwise specified, our offers are valid for a period of 15 calendar days.
3. Unless otherwise agreed, the goods will be shipped exclusively against prepayment. In the event that the goods are shipped on account, payment is due within 30 days of receipt and without deduction. Payments are to be made to us free of costs and expenses. In the event of default in payment, the statutory provisions shall apply.
4. If the customer does not comply with the agreed terms of payment or if we must consider our claims to be at risk due to the customer’s financial circumstances, then we may immediately call in our total claim. Furthermore, we are entitled to make the processing of all orders of the customer dependent on an advance payment or a security deposit.
5. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. The customer shall only be entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.
§ 4 Delivery
1. The customer bears the costs of shipping, which are shown in the context of the specific offer
2. If delivery periods have been specified by us and made the basis for placing the order, such periods shall be extended in the event of delays for which we are not responsible (operational disruptions, strike, lockout, energy supply difficulties, delays in the delivery of essential raw and starting materials, etc.) for the duration of the delay. We shall inform the customer immediately of the delay. If, in such a case, it cannot be foreseen that we will be able to render our performance within a reasonable period of time, but within four months at the latest, we and the customer may withdraw from the contract. The same shall apply if the reasons for the impediment still exist after the expiry of four months from the date of our notification. In the event of withdrawal on our part, we shall immediately refund to the customer any consideration received.
3. Unless otherwise stated in an order confirmation, delivery shall be ex works. The customer must therefore inspect deliveries for defects and completeness immediately upon receipt. Complaints of any kind must be notified to us in writing without delay, at the latest, however, within 2 working days after receipt of the goods. If the customer fails to notify us in writing of an obvious defect or shortage within the aforementioned period, our performance shall be deemed to be in accordance with the contract.
§ 5 Warranty
1. The warranty period is 1 year and begins with the transfer of risk. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected. This shall not apply insofar as claims for damages due to defects are concerned. For claims for damages due to a defect, § 7 shall apply.
2. Claims for defects shall not exist in the case of only insignificant deviation of the goods from the agreed quality or in the case of only insignificant impairment of usability.
3. In the event of a defect, we reserve the right to choose the type of subsequent performance.
4. Notwithstanding our further claims, in the event of an unjustified notice of defect, the customer shall reimburse us for the expenses incurred in inspecting and – if requested – remedying the defect.
§ 6 Liability
1. Our liability for contractual breaches of duty and for tort is limited to intent and gross negligence. This shall not apply in the event of injury to life, limb and health of the customer, claims for breach of cardinal obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract, as well as compensation for damage caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault. As far as it concerns damages which do not result from the injury of life, body and health of the customer, we are responsible however only for the typically developing damage.
2. The aforementioned exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents.
3. Insofar as liability for damages not based on injury to life, body and health of the customer is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim or, in the case of claims for damages due to a defect, from the handover of the item.
4. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.
§ 7. Copyrights and property rights; confidentiality
1. The customer may only pass on to third parties or make known to them the drawings, plans, illustrations, calculations, samples, data carriers with or without software, technical documents and know-how provided by us if we have given our prior written consent. We expressly reserve any copyrights.
2. We shall remain the owner of all industrial property rights to the products supplied by us and to the software provided to the customer.
3. Both contracting parties shall treat as confidential all data, information and documents of which they become aware through the business relationship and which constitute business or trade secrets and shall not make them accessible to any third party. This obligation shall apply throughout the term of this contract and after its termination. The contractual partners shall impose corresponding obligations on their employees and agents.
§ 8 Place of Performance – Choice of Law – Place of Jurisdiction
1. Unless otherwise stipulated in the contract, the place of performance and payment shall be our place of business. The statutory provisions on the places of jurisdiction shall remain unaffected, unless otherwise stipulated in the special provision of paragraph 3.
2. The law of the Federal Republic of Germany shall apply, the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law shall be the court responsible for our place of business.
§ 9 Miscellaneous
1. Verbal commitments by our representatives or other auxiliary persons require written confirmation by us.
2. Should any provision of these General Terms and Conditions be or become void, the validity of the remaining provisions shall not be affected thereby.