TERMS AND CONDITIONS
A. General provisions
§ 1 Scope of application
- For the contractual relationship between AstraCon GmbH represented by the managing director Dr. Carmen Peeß Waxensteinstr. 50 D-82347 Bernried hereinafter referred to as „AstraCon“ or „we“ – and and the customer (hereinafter: „Customer“) via the products or services ordered on our website www.astracon.eu (hereinafter: „Website“) shall be governed exclusively by the following General Terms and Conditions (hereinafter: „GTC“) in the version valid at the time of the order.
- All agreements made between the customer and us are based on these GTC and the order confirmation. These GTC shall also apply to future transactions with the customer, insofar as these are legal transactions of the same or a related nature.
- These GTC apply exclusively. The inclusion of conflicting, supplementary or deviating terms and conditions of the customer are hereby rejected. These shall not apply even if AstraCon makes deliveries to the Customer with knowledge of or without express objection to deviating terms and conditions of the Customer.
- Individual agreements made with the Customer in individual cases shall take precedence over these General Terms and Conditions.
- These General Terms and Conditions shall only apply if the customer is a company. A company 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.
§ 3 Conclusion of contract
- The customer can choose from various products and services on our website.
- The customer can then determine the number of selected products by entering the desired number or by clicking on „+“ or „-„. The customer can select the desired products by clicking on the button „add to shopping cart“.
- The customer can view and change his selection at any time by clicking on the shopping basket button.
- The customer then has to provide his personal data which are necessary for the processing of the contractual relationship. Mandatory fields are marked accordingly (*).
- The customer also has the option of entering the code of a voucher.
- The customer must then select the payment method by clicking on it.
- By clicking on the button „Order subject to payment“, the customer submits a binding offer to conclude a contract. The offer can only be submitted and transmitted if the customer has accepted these contractual terms and conditions by clicking on the button „Terms and Conditions read and accepted“ and has thereby included them in his offer.
- AstraCon will then send the Customer an automatic confirmation of receipt by e-mail in which the Customer’s order is listed again and which the Customer can print out using the „Print“ function. The automatic acknowledgement of receipt merely documents that the Customer’s order has been received by AstraCon and does not constitute acceptance. The contract is not formed until AstraCon issues a declaration of acceptance, which is sent in a separate e-mail (order confirmation). In this e-mail or in a separate e-mail, but no later than upon delivery of the goods, the text of the contract (consisting of the order, the GTC and the order confirmation) shall be sent by us to the Customer on a durable medium (e-mail or paper printouts) (contract confirmation). The text of the contract will be stored in compliance with data protection laws.
§ 4 Content of the contract
- The performance owed under the contract shall be determined by the agreement reached, in particular by the order confirmation.
- The agreement of a guarantee or the assumption of a procurement risk must be in writing in order to be effective.
§ 5 Rights to our documents; simple right of use; promises by the customer
- All documents shall remain our property and may only be made available to third parties with our prior consent.
- AstraCon grants the customer a non-exclusive, non-transferable and non-sublicensable right of use to document templates solely for the purposes of the contract.
- The Customer warrants that any documents provided to us by the Customer do not infringe any third party rights. The customer guarantees that the documents made available to us by him are directly suitable for determining the contractually owed performance and correspond to the actual circumstances. The customer grants us the right to use the documents provided by him free of charge for the performance of the contract.
§ 6 Partial Deliveries, Delivery Times, Reservation of Self-Delivery, Delivery Restrictions, Transfer of Risk
- We are entitled to make partial deliveries insofar as this is reasonable for the customer. In particular, a partial delivery is reasonable if the partial deliveries can be used by the customer for the intended purpose, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional expenses or costs as a result of the partial deliveries.
- Unless otherwise agreed in individual cases, any deadlines communicated for the performance of services are approximate.
- If the ordered products are not available at the time of the customer’s order, we will inform the customer immediately. If a product is permanently not available, we shall refrain from issuing a declaration of acceptance. A contract shall not be concluded in this case.
§ 7 Prices and shipping costs
- All prices stated on our website are net prices and are subject to the applicable statutory sales tax.
- If shipping costs are incurred, the corresponding shipping costs will be indicated to the customer in the order form. The shipping costs shall be borne by the customer.
§ 8 Payment modalities
- The customer can make payment by bank transfer, credit card, SEPA Direct Debit, Sofort-Überweisung or Giropay.
- Payment is due immediately upon conclusion of the contract.
§ 9 Obligations of the customer to cooperateThe customer is obliged to provide AstraCon with information, corporate designs and other necessary data for the processing of his order.
§ 10 Retention of titleThe goods delivered shall remain our property (reserved goods) until payment has been made in full.
§ 11 Notice of defects
- The customer shall inspect the goods immediately upon receipt. The customer must give notice of any defects discovered immediately in text form, at the latest within 2 working days.
- The customer must give notice of hidden defects in text form without delay, at the latest within 2 working days of their discovery.
- The notice of defect must precisely describe the defect discovered.
- If a defect is not notified in writing within the aforementioned periods, the goods shall be deemed to have been approved. This shall not apply if we have fraudulently concealed the defects.
- The customer is obliged to bear the costs incurred by us in connection with a culpably made unjustified notice of defect.
§ 12 Warranty
- We shall be entitled, at our discretion, to effect subsequent performance by repairing the defect or by delivering goods free of defects.
- The customer shall grant us a reasonable period of time, but at least a period of ten working days, to carry out the subsequent performance. The period begins with the customer’s request.
- We shall bear the costs of subsequent performance on the basis of the statutory provisions. We do not assume additional expenses incurred by moving the products to a place other than the original place of use.
- Our right to refuse subsequent performance in whole or in part if the statutory requirements are met remains unaffected.
- parts replaced within the scope of subsequent performance shall become our property and shall be surrendered to us.
- Warranty claims based on defects shall become statute-barred – in deviation from § 438 para. 1 no. 3 BGB – within twelve months from the transfer of risk. This shall not apply in the case of fraudulently concealed defects or in the case of an item which has been used for a building in accordance with its customary use and has caused its defectiveness (§ 438 para. 1 no. 2 b) BGB).
- The limitation period for the customer’s warranty rights pursuant to § 438 of the German Civil Code (BGB) shall not begin to run anew as a result of a rectification carried out by us if, in the event of the occurrence of a defect after a rectification, it is the same defect or the consequences of a defective rectification.
- 13 shall additionally apply to the assertion of claims for damages.
- The statutory provisions on the seller’s recourse pursuant to §§ 445a, 445b BGB remain unaffected.
§ 13 Liability
- AstraCon shall be liable in accordance with the statutory provisions in the event of culpable breach of duty for all damages arising from injury to life, limb or health.
- AstraCon shall be liable in accordance with the statutory provisions in the event of culpable breach of material contractual obligations. However, liability shall be limited to the foreseeable damage typical for the contract if we do not breach material contractual obligations intentionally or by gross negligence. Material contractual obligations are those which are absolutely necessary to achieve the purpose associated with the contract and on whose compliance the customer may rely.
- We are liable for the grossly negligent and intentional breach of non-essential contractual obligations.
- Liability is excluded in all other respects.
- Insofar as our liability is excluded under these provisions, this shall also apply to the liability of our vicarious agents, in particular employees.
- The mandatory provisions of § 478 of the German Civil Code (BGB) and of recourse pursuant to §§ 445a, 445b of the German Civil Code (BGB) shall remain unaffected.
§ 14 Prohibition of assignment
- The customer may only assign rights and obligations arising from this agreement to third parties in whole or in part with our prior written consent.
- Section 1 shall not apply to the assignment of a claim for payment within the meaning of § 354a of the German Commercial Code (HGB).
§ 15 Set-off, right of retention
- The customer may set off claims which are undisputed or have become res judicata. 2. the customer may exercise the right of retention.
- The customer is permitted to exercise the right of retention in the case of undisputed or legally established claims.
§ 16 Data protection
- All personal data provided by you will be collected, processed and stored exclusively in accordance with the provisions of European and German data protection law.
- The use of your personal data is necessary to process the contract concluded with you. For details on the processing of your personal data, please refer to our data protection declaration.
§ 17 Written formAll amendments and supplements to these GTC as well as the waiver of their validity must be made in writing. This also applies with regard to a possible waiver of the written form requirement.
§ 18 Choice of law and place of jurisdiction
- The contractual relationship between AstraCon and the Customer shall be governed exclusively by German law. The UN Convention on Contracts for the International Sale of Goods is expressly excluded.
- If the Customer is a merchant, a legal entity under public law or a special fund under public law, the courts at AstraCon’s registered office shall have exclusive jurisdiction over any disputes.
§ 19 Severability clause
- Should one or more provisions or parts of a provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remainder of the contract. However, in awareness of the case law of the Federal Court of Justice, according to which a severability clause merely leads to a reversal of the burden of proof, it is the express intention of the parties to maintain the validity of the remaining provisions of these GTC under all circumstances.
- The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision which comes as close as possible to the invalid or unenforceable provision in legal and economic terms and which they would reasonably have agreed if they had considered the invalidity or unenforceability of the respective provision when concluding this contract.
- The aforementioned provisions shall apply accordingly in the event of a loophole.
B. Special provisions for service contracts
§ 1 Scope of applicationThe following provisions shall apply to service contracts in addition to the provisions under A. General provisions, whereby the special provisions of this section shall take precedence in the event of conflicting provisions.
§ 2 Further rights and obligations of AstraCon
- AstraCon shall be obliged to perform the services specified in the order confirmation. However, AstraCon does not owe any success. This is a service relationship within the meaning of Section 611 of the German Civil Code (BGB).
- AstraCon is in principle free to choose the place of performance. If the activity requires the presence at a certain place, AstraCon is obliged to provide the service there.
- AstraCon is free to arrange its working hours. We shall, however, coordinate with the customer for the cooperation of the parties and for the observance of agreed deadlines.
- We may engage third parties for the performance of the services.
§ 3 Withdrawal by the Client, Cancellation Fees
- The client may withdraw from the concluded service contract before the start of the service in accordance with the statutory provisions. Agreed services may be cancelled by the client up to one week before the scheduled date of performance against payment of a cancellation fee amounting to 50% of the remuneration for the agreed services. In the event of cancellation between one and three working days before the scheduled date of performance, 50% of the agreed services shall be charged. The client shall be permitted to prove that no damage or a significantly lower amount of damage has been incurred. 2.
- If the client fails to appear at an agreed service appointment, refuses us access or otherwise prevents us from providing our service and also fails to cancel this appointment at least 24 hours in advance, we shall be entitled to charge the client for the appointment not cancelled in good time. The client shall not be entitled to compensation. However, we must allow ourselves to be credited with the value of what we save as a result of the failure to provide the service or what we acquire or maliciously refrain from acquiring through the use of our services elsewhere.
- If a service date cannot be met by us, the customer shall be informed immediately of the non-availability of the service. In this case we are entitled to postpone the date at short notice. In the event of reasons for which we are not responsible, in particular in the event of force majeure, we shall be entitled to withdraw from the contract. Any payments already made by the customer will be refunded immediately. Our statutory rights of withdrawal and termination shall remain unaffected.
§ 4 Travel expenses
- AstraCon is entitled to reimbursement of travel expenses.
- we may use a hire car, train or plane for travel. When travelling by train, first class tickets will be reimbursed. When using the plane, economy class tickets will be reimbursed. For flights longer than four hours, business class tickets will be reimbursed. Rental cars may be hired to the extent of a mid-range car.
- Accommodation costs in a mid-range hotel will be reimbursed on presentation of proof. Meal costs will be borne by AstraCon itself. 4.
- AstraCon must provide evidence of the travel costs incurred in a manner that complies with tax law.
§ 5 Obligations of the customer to cooperate
- The Customer shall support AstraCon’s performance by reasonable duties to cooperate. In particular, the Customer shall provide AstraCon with the necessary information and documents, grant access to its premises and make available on its premises any necessary working materials and equipment.
- If the customer fails to comply with its obligations to cooperate, it shall pay to AstraCon a contractual penalty for each case of non-compliance, the amount of which shall be at AstraCon’s discretion. Pursuant to Sections 315 (3) and 319 of the German Civil Code (BGB) the customer shall be entitled to have the appropriateness of the contractual penalty reviewed by a court.
§ 6 Contractual penaltyThe Customer shall not employ or cause to be employed by AstraCon any of its consultants or third parties during the term of the Contract and until six months after its termination. For each case of breach the Customer shall pay to AstraCon a contractual penalty, the amount of which shall be at AstraCon’s discretion. Pursuant to Sections 315 (3) and 319 of the German Civil Code (BGB), the Customer shall be entitled to have the appropriateness of the contractual penalty reviewed by a court. Each infringement shall be deemed to be a separate act, excluding the continuation of the infringement; in the case of continuing infringements the contractual penalty shall be due for each week or part thereof of the infringement. Other claims of AstraCon, including the right to cease and desist as well as possible claims for damages, against which, however, the contractual penalty shall be offset, shall remain unaffected by this.