General Terms and Conditions with Customer Information
Table of contents
- Scope
- Conclusion of contract
- Right of withdrawal
- Prices and payment terms
- Delivery and shipping terms
- Retention of title
- Liability for defects (warranty)
- Liability
- Special conditions for processing goods according to the Customer's specifications
- Special conditions for assembly/installation services
- Applicable law
- Jurisdiction
- Alternative dispute resolution
1) Scope
1.1 These General Terms and Conditions (hereinafter the “Terms”) of VANLEX Design GmbH (hereinafter the “Seller”) apply to all contracts for the supply of goods concluded by a consumer or trader (hereinafter the “Customer”) with the Seller in relation to the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.
1.2 A consumer within the meaning of these Terms is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or profession.
1.3 A trader within the meaning of these Terms is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their trade, business or profession.
2) Conclusion of contract
2.1 The product descriptions contained in the Seller's online shop do not constitute binding offers by the Seller, but serve to enable the Customer to submit a binding offer.
2.2 The Customer may submit the offer using the online order form integrated into the Seller's online shop. After placing the selected goods in the virtual shopping basket and completing the electronic ordering process, the Customer submits a legally binding contractual offer for the goods contained in the shopping basket by clicking the button that completes the ordering process. The Customer may also submit the offer to the Seller by email or telephone.
2.3 The Seller may accept the Customer's offer within five days
- by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), with receipt of the order confirmation by the Customer being decisive in this respect, or
- by delivering the ordered goods to the Customer, with receipt of the goods by the Customer being decisive in this respect, or
- by requesting payment from the Customer after the Customer has placed the order.
If several of the above alternatives apply, the contract is concluded at the time when the first of the above alternatives occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the above period, this is deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.
2.4 If a payment method offered by PayPal is selected, payment is processed by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxemburg (hereinafter “PayPal”), subject to the PayPal User Agreement, available at https://www.paypal.com
2.5 When an offer is submitted using the Seller's online order form, the Seller stores the contract text after the contract has been concluded and sends it to the Customer in text form (e.g. email, fax or letter) after the Customer has submitted the order. The Seller does not make the contract text accessible beyond this. If the Customer has created a user account in the Seller's online shop before submitting the order, the order data is archived on the Seller's website and can be accessed by the Customer free of charge through their password-protected user account using the corresponding login details.
2.6 Before submitting a binding order using the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. The browser's zoom function, which enlarges the display on the screen, can be an effective technical means of identifying input errors more easily. During the electronic ordering process, the Customer can correct their entries using the usual keyboard and mouse functions until they click the button that completes the ordering process.
2.7 The German language is available for concluding the contract.
2.8 Order processing and communication generally take place by email and automated order processing. The Customer must ensure that the email address provided for order processing is correct so that emails sent by the Seller can be received at that address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Seller or by third parties engaged by the Seller to process the order can be delivered.
3) Right of withdrawal
3.1 Consumers generally have a right of withdrawal.
3.2 Further information on the right of withdrawal can be found in the Seller's withdrawal instructions.
3.3 The right of withdrawal does not apply to consumers who, at the time the contract is concluded, are not nationals of a Member State of the European Union and whose sole residence and delivery address at the time the contract is concluded are outside the European Union.
4) Prices and payment terms
4.1 Unless otherwise stated in the Seller's product description, the prices indicated are total prices that include statutory VAT. Any additional delivery and shipping costs are stated separately in the respective product description.
4.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the Seller is not responsible and which must be borne by the Customer. These include, for example, costs charged by credit institutions for transferring money (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such money transfer costs may also arise if delivery is not made to a country outside the European Union but the Customer makes the payment from a country outside the European Union.
4.3 The available payment method(s) are communicated to the Customer in the Seller's online shop.
4.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.
5) Delivery and shipping terms
5.1 If the Seller offers shipping of the goods, delivery takes place within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. The delivery address specified in the Seller's order processing is decisive for processing the transaction.
5.2 Goods delivered by a freight forwarder are delivered “to the kerbside”, i.e. to the public kerb closest to the delivery address, unless otherwise stated in the shipping information in the Seller's online shop and unless otherwise agreed.
5.3 If delivery of the goods fails for reasons for which the Customer is responsible, the Customer bears the reasonable costs incurred by the Seller as a result. This does not apply to the costs of outward delivery if the Customer effectively exercises their right of withdrawal. If the Customer effectively exercises their right of withdrawal, the provisions in the Seller's withdrawal instructions apply to the costs of returning the goods.
5.4 If the Customer acts as a trader, the risk of accidental loss and accidental deterioration of the goods sold passes to the Customer as soon as the Seller has handed the goods over to the freight forwarder, carrier or other person or institution designated to carry out the shipment. If the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the goods sold generally passes to the Customer only when the goods are handed over to the Customer or a person authorised to receive them. By way of exception, this risk also passes to a consumer as soon as the Seller has handed the goods over to the freight forwarder, carrier or other person or institution designated to carry out the shipment if the Customer has commissioned that freight forwarder, carrier or other person or institution to carry out the shipment and the Seller has not previously named that person or institution to the Customer.
5.5 The Seller reserves the right to withdraw from the contract if its own suppliers fail to supply it correctly or properly. This applies only if the Seller is not responsible for the non-delivery and has, with due care, concluded a specific covering transaction with the supplier. The Seller will make all reasonable efforts to procure the goods. If the goods are unavailable or only partly available, the Customer will be informed without delay and any payment made in return will be refunded without delay.
5.6 If the Seller offers the goods for collection, the Customer may collect the ordered goods at the address specified by the Seller during the business hours specified by the Seller. In this case, no shipping costs are charged.
6) Retention of title
If the Seller provides the goods before payment, it retains ownership of the goods delivered until the purchase price owed has been paid in full.
7) Liability for defects (warranty)
Unless otherwise provided below, the statutory provisions on liability for defects apply. By way of exception, the following applies to contracts for the supply of goods:
7.1 If the Customer acts as a trader,
- the Seller may choose the type of subsequent performance;
- for new goods, the limitation period for claims for defects is one year from delivery of the goods;
- claims for defects are excluded for used goods;
- the limitation period does not start again if a replacement is supplied under the liability for defects.
7.2 The above limitations of liability and reductions in limitation periods do not apply
- to the Customer's claims for damages and reimbursement of expenses,
- if the Seller has fraudulently concealed the defect,
- to goods that have been used for a building in accordance with their customary use and have caused that building to be defective,
- to any obligation of the Seller to provide updates for digital products under contracts for the supply of goods with digital elements.
7.3 In addition, for traders, the statutory limitation periods for any statutory right of recourse remain unaffected.
7.4 If the Customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), the Customer is subject to the commercial duty to inspect the goods and give notice of defects under § 377 HGB. If the Customer fails to comply with the notification duties stipulated there, the goods are deemed approved.
7.5 If the Customer acts as a consumer, they are requested to report goods delivered with obvious transport damage to the delivery agent and to inform the Seller. Failure to do so has no effect on the Customer's statutory or contractual claims for defects.
8) Liability
The Seller is liable to the Customer for damages and reimbursement of expenses arising from all contractual, quasi-contractual and statutory claims, including claims in tort, as follows:
8.1 The Seller is liable without limitation, on any legal basis,
- in cases of intent or gross negligence,
- in cases of intentional or negligent injury to life, body or health,
- on the basis of a guarantee, unless otherwise provided in that regard,
- under mandatory liability provisions, such as the German Product Liability Act.
8.2 If the Seller negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical of the contract, unless liability is unlimited under the preceding clause. Essential contractual obligations are obligations imposed on the Seller by the contract in accordance with its content in order to achieve the purpose of the contract, the fulfilment of which makes proper performance of the contract possible in the first place and on compliance with which the Customer may regularly rely.
8.3 In all other respects, the Seller's liability is excluded.
8.4 The above liability provisions also apply to the Seller's liability for its vicarious agents and legal representatives.
9) Special conditions for processing goods according to the Customer's specifications
9.1 If, under the contract, the Seller is obliged not only to supply the goods but also to process them according to the Customer's specifications, the Customer must provide the Seller with all content required for processing, such as text, images or graphics, in the file formats, formatting, image sizes and file sizes specified by the Seller, and grant the Seller the rights of use necessary for this purpose. The Customer alone is responsible for obtaining this content and acquiring the rights to it. The Customer declares and accepts responsibility for having the right to use the content provided to the Seller. In particular, the Customer must ensure that this does not infringe any third-party rights, especially copyrights, trademark rights and personality rights.
9.2 The Customer indemnifies the Seller against claims that third parties may assert against the Seller in connection with an infringement of their rights through the Seller's contractual use of the Customer's content. The Customer also bears the necessary costs of legal defence, including all court costs and lawyers' fees at the statutory rates. This does not apply if the Customer is not responsible for the infringement. In the event of a claim by a third party, the Customer must provide the Seller without delay with all information required to assess and defend against the claims, truthfully and in full.
9.3 The Seller reserves the right to reject processing orders if the content provided by the Customer for this purpose violates statutory or official prohibitions or public morals. This applies in particular to content that is unconstitutional, racist, xenophobic, discriminatory, insulting, harmful to minors and/or glorifies violence.
10) Special conditions for assembly/installation services
If, under the contract, the Seller is obliged not only to supply the goods but also to assemble or install them at the Customer's premises and, where applicable, to carry out corresponding preparatory measures (e.g. taking measurements), the following applies:
10.1 The Seller provides its services either itself or through qualified personnel selected by it, at its discretion. The Seller may also use the services of third parties (subcontractors) acting on its behalf. Unless otherwise stated in the Seller's service description, the Customer has no right to select a particular person to perform the requested service.
10.2 The Customer must provide the Seller, truthfully and in full, with the information required to perform the agreed service, unless obtaining that information falls within the Seller's obligations under the contract.
10.3 After conclusion of the contract, the Seller will contact the Customer to agree an appointment for the agreed service. The Customer must ensure that the Seller or the personnel commissioned by it have access to the relevant facilities of the Customer at the agreed time.
10.4 The risk of accidental loss and accidental deterioration of the goods sold passes to the Customer only after the assembly work has been completed and the goods have been handed over to the Customer.
11) Applicable law
11.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international sale of movable goods. For consumers, this choice of law applies only insofar as it does not deprive them of the protection afforded by mandatory provisions of the law of the country in which the consumer has their habitual residence.
11.2 Furthermore, with regard to the statutory right of withdrawal, this choice of law does not apply to consumers who, at the time the contract is concluded, are not nationals of a Member State of the European Union and whose sole residence and delivery address at the time the contract is concluded are outside the European Union.
12) Jurisdiction
If the Customer acts as a merchant, a legal person under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the Seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the above cases, however, the Seller is in all circumstances also entitled to bring proceedings before the court at the Customer's registered office.
13) Alternative dispute resolution
The Seller is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
