General Terms and Conditions of Uli Ludwig Computer for commercial agreements with merchants
§ 1 Scope of application
(1) The General Terms and Conditions hereinafter form the basis of sales contracts for IT hardware and software by Uli Ludwig Computer, proprietor: Uli Ludwig, Loreleistr. 20, 65929 Frankfurt am Main, Tel.: +49 (0) 69 300 38163 / +49 (0) 163 5539055, Fax: +49 (0) 69 300 67831, Tax ID No.: DE220747290 (hereinafter, "Uli Ludwig") in the context of commerce with merchants (hereinafter: "Customers").
(2) A Merchant, as aforementioned, is any natural or legal person or business partnership with legal capacity which enters into a legal agreement for a purpose which can be attributed to its commercial or independent professional activities; a business partnership with legal capacity is a business partnership with the capacity to acquire rights and incur liabilities.
(2) The present general terms and conditions shall apply to all present and future contractual relationships between the Customer and Uli Ludwig as amended on the date of conclusion of the contract - even if they have not been expressly agreed upon again.
(3) Deviating terms and conditions of the Customer shall only be effective if Uli Ludwig expressly agrees to their validity in writing.
§ 2 Conclusion of the Contract
(1) Pictures in this online shop, other websites, brochures, newsletters, price lists and other merchandise presentation do not constitute a legally binding offer, unless the specific circumstances suggest otherwise. If the Customer wishes to buy a product, s/he can submit a binding offer to enter into a sales contract by virtue of placing an order (in writing, by telephone, orally, by email or via our online shop). It is possible to select a product in our online shop by clicking the button [Add to Basket] and then clicking on the [Proceed to checkout] button. After providing an invoice and delivery address and selecting the type of shipping and payment required, at the end of the order process under "Summary", the Customer can check all the data provided and, if necessary, click on [Edit] to make amendments. By clicking the [Buy] button, a legally binding offer is made.
(2) The order and order data provided will be stored in a personal customer account, insofar as the Customer registers as a customer before or after ordering. The Customer inputs login data on registering and can then use these data to access his/her Customer account at any time and can print out orders with all data input. Furthermore, the order can be printed out directly after it is made on the confirmation page that follows.
(3) After sending the order, the order confirmation sent out automatically merely confirms that the Customer's offer has been received by Uli Ludwig; this does not represent acceptance of the Customer's offer.
(4) Uli Ludwig can accept the Customer's offer by sending an acceptance of order in written form, i.e. in written characters suitable for permanent reproduction, or by delivering the goods within 14 days of receipt of the offer.
§ 3 Subject of the Contract
(1) The subject of the contract is the delivery of hardware ordered together with corresponding standard software. Insofar as used hardware is the subject of the contract, the general useful life of such an object of sale, should, if possible, already have outrun.
(2) Insofar as the object of sale contains software, Uli Ludwig will transfer to the Customer a simple, non-exclusive right of use of the said software to the extent that Uli Ludwig possesses a right of use.
§ 4 Prices, default interest and default damages
(1) Prices in the offer are gross inclusive of sales tax shown separately plus any shipping costs.
(2) Payment types accepted are Paypal, cash payment upon collection or advance transfer.
(3) Schools and public authorities may be invoiced for deliveries if requested. Invoices are payable within 10 days of receipt of invoice (without deduction).
(4) Where the Customer is in default of payment, interest will be charged on the purchase price at 8 per cent above the base rate during the period of default. Uli Ludwig reserves the right to prove higher damages caused by the default and to assert a claim for the same.
(5) Where payment is made by PayPal or direct transfer, the Customer must bear any costs incurred by reversing a payment transaction due to lack of funds or due to false bank account details.
§ 5 Conditions of delivery, partial deliveries, self-supply
(1) Unless otherwise specified, the delivery period is approximately 3-5 days from conclusion of the contract.
(2) Partial deliveries are permitted, provided that they are reasonable for the Customer and provided that they constitute such rather than final fulfilment of our contractual obligations. The provisions of § 434 para.3 alternative 2 German Civil Code ("BGB") remain unaffected.
(3) If the product ordered is unavailable because Uli Ludwig has not received it from his supplier through no fault of his own, he may withdraw from the contract. In this case, the Customer will be informed immediately and, where appropriate, an equivalent product will be recommended to him for delivery. If no equivalent product is available or the Customer does not want an equivalent product to be delivered, Uli Ludwig will reimburse any payments already made without delay.
(4) Where delivery periods are not complied with as a result of force majeure, e.g. mobilization, war, civil unrest, or similar events that do not fall within Uli Ludwig's scope of responsibility, e.g. strike, lock-out, the delivery period will be extended for the duration of the events or their effects.
§ 6 Set-off, right of retention, assignment
(1) The Customer shall only be entitled to set-off where its counter-claims are legally established, ready for decision, not in dispute or accepted by Uli Ludwig.
(2)In the cases referred to above, the Customer is only entitled to exercise a right of retention where his/her counterclaim arises from the same contractual relationship.
(3) Assignment of a claim by the Customer against Uli Ludwig shall only be legally effective with the consent or approval of the latter. The provisions of § 354a German Commercial Code (HBG) remain unaffected.
§ 7 Delivery, transfer of risk
(1) As a general principle, delivery is agreed to apply ex dispatch warehouse, insofar as the confirmation of order does not state otherwise, in particular, where Uli Ludwig has not undertaken to install or assemble products at the Customer's site.
(2) For internet sales, risk, including the risk of accidental loss or deterioration of the object of delivery - even in the case of deliveries freight paid - transfers to the Customer upon delivery to the person or agency responsible for shipping. Where shipment is delayed for reasons that fall within the Customer's scope of responsibility, risk transfers to the Customer on the date that the shipment was ready for dispatch.
(3) Where the Customer collects goods himself, the risk of accidental loss or deterioration of the object of delivery transfers to the Customer upon handover. The risk also transfers to the Customer when Uli Ludwig has notified the former that the items are ready for collection and the Customer has not collected them by the agreed delivery date.
§ 8 Notification duties, warranty for defects, liability
(1) The Customer shall inspect products delivered by Uli Ludwig without delay and notify him in writing of any defects. An incomplete delivery or obvious defect must be notified to Uli Ludwig immediately and, at the latest, within seven days from delivery. Defects that are not obvious must be notified immediately, at the latest, seven days after their discovery. Where the Customer fails to comply with these deadlines, s/he shall be unable to assert a claim or rights in relation to the defect to be notified.
(2) Provided that the object of delivery is a new item, the limitation period for claims for defects, for whatever legal reason, is three years. The limitation period begins upon delivery of the products. When purchasing used items, our warranty is completely excluded. The above-mentioned limitations on liability do not apply in cases of injury to life, limb or health, or in cases of wilful intent or breach of obligations constituting gross negligence caused by us, our representatives or agents, or where longer periods are mandatory by law in accordance with §§ 478, 479 German Civil Code ("BGB").
(3) Claims by the Customer for damages are excluded. Exceptions to this provision are claims for damages by the Customer arising from injury to life, limb or health, and liability for other damages resulting from wilful intent or breach of obligations constituting gross negligence by Uli Ludwig, his representatives or agents. Furthermore, Uli Ludwig remains liable for culpable breach of fundamental contractual duties, that is, duties whose fulfilment mainly facilitates proper performance of the contract and on the fulfilment of which the Customer regularly relies. In cases of breach of contractual duties constituting slight negligence, Uli Ludwig shall be liable only for foreseeable damages typical for the type of contract unless the claim for damages by the Customer is based on injury to life, limb or health.
(4) The regulations in the above paragraph 2 apply to all claims for damages (in particular, for damages in addition to performance and damages instead of performance), for whatever legal reason, in particular as a result of defects, breach of obligations under the contract or liability in tort. They also apply for claims for damages for expenses incurred to no avail.
(5) Paragraphs 3 and 4 also apply for the benefit of Uli Ludwig's legal representatives and agents, where claims are brought directly against these representatives and agents.
(6) The provisions of product liability law remain unaffected.
(7) The preceding provisions shall not lead to a change to the burden of proof to the detriment of the Customer.
(8) Statutory warranty regulations apply for schools.
§ 9 Retention of title
(1) Until satisfaction of all claims that Uli Ludwig is entitled to make to the Customer under the present Contract and for whatever legal reason, now and in future, Uli Ludwig retains title to the delivered goods (goods subject to reservation of title).
(2) The Customer undertakes to treat goods subject to reservation of title with care and to store products appropriately. In particular, the Customer undertakes to insure the said goods against fire and water damage and theft at its own expense. Claims against the insurer are to be assigned to Uli Ludwig. Uli Ludwig shall accept this assignment. The Customer shall instruct the insurer only to provide payment to Uli Ludwig.
(3) The Customer is entitled to process and/or sell on goods subject to reservation in the context of the normal running of its business on condition that it takes full payment from its customer upon transfer or ownership or makes the transfer of ownership to the customer conditional on fulfilment of its payment obligations. To the extent that Uli Ludwig's retention of title ceases to exist as a result of resale, the Customer shall assign to Uli Ludwig all receivables arising from the resale in the amount of the final invoice (including VAT) for Uli Ludwig's claim, accruing to it from the resale against its customers or other third parties, irrespective of whether the goods subject to reservation of title were sold on without or after processing. Where the Customer and its customers have a current account agreement in accordance with § 355 German Commercial Code ("HGB"), the anticipated assigned claims shall also apply to the accepted balance or in case of insolvency of the customer(s) to the "causal" balance. The Customer remains entitled to collect the receivable even after it has assigned its claim. The entitlement of Uli Ludwig to collect the receivable himself remains unaffected thereby. Uli Ludwig undertakes not to collect the receivable provided that the Customer fulfils its payment obligations from the completed resale, does not enter into default of payment and, in particular, has not filed an application for insolvency proceedings to commence and has not suspended payments. Where such circumstances arise, Uli Ludwig can demand that the Customer inform him of the assigned accounts receivable and the debtors and provide him with all information and documentation necessary for collection and inform the debtors (third parties) of the assignment. All receivables from bills of exchange resulting from the resale of our property (customer bills of exchange) shall also be assigned. Uli Ludwig can demand surrender of the bills of exchange and endorsement by the Customer at any time. Uli Ludwig is entitled, at any time, to notify the third party of the assignment of the Customer's claims to him. Assignments in accordance with these provisions shall be accepted.
(4) Whilst the goods are subject to reservation of title, the Customer is prohibited from pledging or transferring the said goods as securities. Where the Customer acts in a manner contrary to its contractual obligations, in particular, where it is in default of payment, Uli Ludwig is entitled to take back the product after an appropriate period. Where Uli Ludwig seizes or takes back the product, the Contract will be deemed withdrawn. Upon Uli Ludwig taking back the goods subject to reservation of title, he is entitled to dispose of them; any revenue obtained from the sale shall be set off against the Customer's debts - less appropriate disposal costs.
(6) In the event of seizure or other action by third parties in relation to the goods subject to reservation of title, the Customer undertakes to notify Uli Ludwig immediately in writing so that he can bring proceedings in accordance with § 771 German Code of Civil Procedure ("ZPO"). The former must take all necessary measures to nullify and defend against such seizures and claims and must support Uli Ludwig in exercising its rights in every possible way and even on its behalf. Where the third party is not in a position to reimburse the judicial and extra-judicial costs of proceedings in accordance with § 771 German Code of Civil Procedure, the Customer shall be liable for any loss incurred by Uli Ludwig.
§ 10 Contractual language, place of performance, place of jurisdiction, applicable law
(1) The contractual language is German.
(2) The place of performance for all services is Frankfurt am Main. This does not apply where Uli has made a contractual agreement to assemble/install products at the Customer's site.
(3) Provided that the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this Contract is Frankfurt am Main. The same applies where the Customer has no place of residence in the Federal Republic of Germany on the date of order or has moved his/her place of residence abroad after conclusion of the contract or his/her place of residence is unknown on the date that the claim is filed. Uli Ludwig is entitled to bring proceedings against the Customer at its place of residence, or, in instances where the claim relates to a branch office of the Customer's business, in the location of this branch office.
(3) For all claims under the present Contract, German law shall apply exclusively and UN Sales Law (CISG) is excluded.
(4) The invalidity of one or more provisions shall not affect the validity of the remaining provisions.
(5) All agreements which constitute amendment, supplement or elaboration of the present Contract shall require the written form. The same shall apply for amendment to or suspension of the requirement of the written form.
Status: May 2017