1) Scope of application
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) of BRACENET GmbH (hereinafter referred to as “Bracenet”) apply to all contracts for the delivery of goods concluded between an entrepreneur within the meaning of Section 14 of the German Civil Code (hereinafter referred to as “Client”) and Bracenet.
1.2 All agreements made between the Client and Bracenet in connection with the purchase contract are based in particular on these Terms and Conditions and Bracenet’s order confirmation. Conflicting, supplementary or deviating terms and conditions of the Client do not apply, even if Bracenet does not expressly object to their inclusion. Unless something else is agreed.
1.3 The version of the GTC valid at the time of the order shall apply.
2) Conclusion of Contract
2.1 The product descriptions and presentation of the products contained in the online store, in catalogs or at trade fairs of Bracenet represent a non-binding offer on the part of Bracenet and invite the Client to submit an offer by e-mail or telephone. A binding purchase contract is only concluded upon acceptance by Bracenet.
2.2 If Bracenet sends the Client an offer by e-mail, in text form or by telephone, this offer is binding. The Client accepts this offer by sending a written confirmation (acceptance) to Bracenet. This concludes a binding purchase contract with Bracenet.
2.3 Orders cannot be revoked. However, Bracenet reserves the right to cancel an order if the Client behaves in a way that is detrimental to Bracenet’s business.
2.4 Bracenet reserves the right to minor deviations of the delivered products in terms of color, material thickness and finish. The information on Bracenet products are descriptions or labels and not guaranteed properties unless otherwise agreed in writing.
2.5 If the Client has special requirements for a quotation, samples, photos or a cost estimate, which leads to additional expenses for Bracenet, these additional expenses are to be borne by the Client.
2.6 For the conclusion of the contract, the German and English languages are available.
2.7 Order processing and contacting usually take place via e-mail and automated order processing. The Client must ensure that the e-mail address that is provided for order processing is correct, so that e-mails sent by Bracenet can be received at this address. In particular, when using SPAM filters, the Client must ensure that all e-mails sent by Bracenet or by third parties commissioned with order processing can be delivered.
2.8 The right of withdrawal does not apply to products with co-branding or any other type of personalization.
3) Prices and terms of payment
3.1 All prices are calculated from Bracenet’s net price lists valid at the time of the conclusion of the contract and do not include the respective statutory VAT and the respective shipping or delivery costs.
3.2 In the case of deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which Bracenet is not responsible and which are to be borne by the Client. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the Client makes the payment from a country outside the European Union.
3.3 If no other payment modality is agreed between the parties, payment for the goods shall be made in advance.
4) Delivery and shipping terms
4.1 Bracenet is not obliged to deliver the goods until the purchase price plus shipping costs or the agreed deposit of the Client has been credited to the business account of Bracenet.
4.2 Bracenet is entitled to make partial deliveries if this is reasonable for the Client.
4.3 Delivery is made Ex Works. Bracenet will make the goods available to the Client for collection from Bracenet’s warehouse.
4.4 The risk of accidental deterioration or accidental loss of the goods passes to the Client as soon as the consignment has been handed over to the person carrying out the transport, at the latest when the goods leave the warehouse. If shipment is delayed at the request of the Client, the risk shall pass to the Client upon notification of readiness for shipment.
4.5 The delivery period results from the order confirmation. However, the delivery period does not begin until all documents and releases required by the Client have been received and the details of the order have been determined.
4.6 Bracenet is not responsible for delays in delivery due to force majeure or strike.
5) Offsetting and Right of Retention
5.1 Clients are not entitled to offset against Bracenet’s claims unless their counterclaims have been legally established or are undisputed. The Client is also entitled to offset against Bracenet’s claims if the Client asserts complaints or counterclaims from the same purchase contract.
5.2 The Client may only exercise the right of retention if its counterclaim arises from the same purchase contract.
6) Retention of title
6.1 The goods remain the property of Bracenet until the purchase price has been paid in full.
6.2 However, the Client is entitled to resell the goods in the ordinary course of business subject to retention of title. In the event of resale, the Client assigns all claims arising from the resale to Bracenet by way of security and with first priority.
7) Duty to Inspect
7.1 The Client is obliged to inspect the goods immediately upon receipt and to notify Bracenet of any obvious defects.
7.2 If the Client does not immediately notify Bracenet of any existing defects, the goods will be deemed to have been approved and all claims based on such defects against Bracenet will be excluded.
7.3 If a hidden defect is discovered later, the Client must notify Bracenet of the defect immediately after its discovery. If the Client fails to do so, all further claims based on the defect against Bracenet are excluded.
8.1 If the purchased item is defective and the Client has notified Bracenet of the defect in due time, the statutory warranty claims apply. The legal warranty period is 12 months starting from delivery of the goods.
8.2 Only our own specifications and product descriptions are binding for the quality of the goods, but not public promotions and statements and other advertising by the manufacturer.
8.3 The Client is requested to claim delivered goods with obvious transport damage from the delivery company and to inform Bracenet of this. Failure to do so will not affect the Client’s statutory or contractual claims for defects.
9.1 Bracenet is liable without limitation for damages resulting from injury to life, body or health caused by a breach of duty by Bracenet, its legal representative or its vicarious agents.
9.2 Bracenet is liable without limitation for damages caused by Bracenet or its legal representative or its vicarious agents intentionally or through gross negligence.
9.3 Bracenet is liable for the breach of essential contractual obligations caused by slight negligence, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Client can regularly rely, in the amount limited to the foreseeable damage typical of the contract.
9.4 Any further liability for damages is excluded, in particular liability without fault.
9.5 Liability under the Product Liability Act shall remain unaffected.
10) Special Conditions for the Processing of Goods According to Specific Customer Specifications
10.1 If, according to the content of the contract, Bracenet is obligated not only to deliver the goods but also to process the goods according to certain specifications of the Client, the Client must provide Bracenet with all content required for processing, such as texts, images or graphics in the file formats, formatting, image and file sizes specified by Bracenet, and grant Bracenet the necessary rights of use. The Client is solely responsible for the procurement and acquisition of rights to this content. The Client declares and assumes responsibility for owning the right to use the content provided to Bracenet. In particular, the Client shall ensure that no rights of third parties are violated, especially copyrights, trademarks and personal rights.
10.2 The Client shall indemnify Bracenet against claims by third parties which the latter may assert against Bracenet in connection with an infringement of their rights by the contractual use of the Client’s content by Bracenet. In this regard, the Client also assumes the reasonable costs of the necessary legal defense, including all court and attorney fees in the statutory amount. This does not apply if the Client is not responsible for the infringement. In the event of a claim by a third party, the Client is obliged to provide Bracenet immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.
10.3 Bracenet reserves the right to refuse processing orders if the content provided by the Client for this purpose violates legal or official prohibitions or offends common decency. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.
Bracenet has full copyright on all documents, drawings, cost estimates, samples, calculations, detailed information, photos and illustrations provided. The aforementioned materials may be provided to third parties only after our prior explicit and written consent. If an order is not placed with Bracenet, the documents must be returned immediately.
12) Data processing
13) Final Provisions
13.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
13.2 The exclusive place of jurisdiction for all disputes is the place of business of Bracenet. If the Client is based outside of the territory of the Federal Republic of Germany, Bracenet’s place of business shall be 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 Client’s professional or commercial activity. However, in the above cases, Bracenet is always entitled to appeal to the court at the Client’s registered office.
13.3 Should individual provisions of these GTC be invalid or contradict legal regulations, the validity of the remaining provisions remains unaffected. The ineffective points shall be replaced by the statutory provisions, if any, otherwise by provisions that come economically close to the sense and purpose of the ineffective provisions.