Terms and Conditions for Business Customers

GENERAL TERMS AND CONDITIONS FOR BUSINESS CUSTOMERS

1) Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of BRACENET GmbH (hereinafter "Bracenet") apply to all contracts for the delivery of goods that an entrepreneur within the meaning of Section 14 of the German Civil Code (hereinafter "Customer") concludes with Bracenet.

1.2 All agreements made between the customer and Bracenet in connection with the purchase contract arise in particular from these terms and conditions and the order confirmation from Bracenet. Conflicting, supplementary or deviating terms and conditions of the customer do not apply, even if Bracenet does not expressly object to their inclusion. Unless otherwise agreed.

1.3 The version of the General Terms and Conditions 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 shop, in catalogs or at trade fairs by Bracenet represent a non-binding offer from Bracenet and invite customers to submit an offer by email or telephone. A binding purchase contract is only concluded upon acceptance by Bracenet.

2.2 If Bracenet sends the customer an offer by email, in text form or by telephone, this is binding. The customer accepts this offer by sending a written confirmation (acceptance) to Bracenet. This concludes a binding purchase contract with Bracenet.

2.3 Orders cannot be cancelled. However, Bracenet reserves the right to cancel an order if the customer behaves in a way that is detrimental to Bracenet's business.

2.4 Bracenet reserves the right to make minor deviations in the delivered products with regard to color, material thickness and design. The information on Bracenet products are descriptions or markings and not guaranteed properties unless otherwise agreed in writing.

2.5 If the customer has special requirements for an offer, sample, photos or a cost estimate which result in additional costs for Bracenet, these additional costs must be borne by the customer.

2.6 The German and English languages ​​are available for the conclusion of the contract.

2.7 Order processing and contact are usually carried out via email and automated order processing. The customer must ensure that the email address provided for order processing is correct so that emails sent by Bracenet can be received at this address. In particular, when using SPAM filters, the customer must ensure that all emails sent by Bracenet or by third parties commissioned to process the order 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 payment terms

3.1 All prices are calculated from Bracenet's net price lists valid at the time of conclusion of the contract and are exclusive of the applicable statutory sales tax and the respective shipping or delivery costs.

3.2 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which Bracenet is not responsible and which must be borne by the customer. 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 money if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.3 If no other payment method has been agreed between the parties, payment for the goods shall be made in advance.

4) Delivery and shipping conditions

4.1 Bracenet is only obliged to deliver the goods when the purchase price plus shipping costs or the agreed deposit from the customer has been credited to Bracenet's business account.

4.2 Bracenet is entitled to make partial deliveries as long as this is reasonable for the customer.

4.3 Delivery is ex works. Bracenet makes the goods available for collection by the customer from Bracenet's warehouse.

4.4 The risk of accidental deterioration or accidental loss of the goods passes to the customer as soon as the shipment has been handed over to the person carrying out the transport, at the latest when it leaves the warehouse. If the shipment is delayed at the customer's request, the risk passes to the customer when the readiness for shipment is reported.

4.5 The delivery period is stated in the order confirmation. However, the delivery period only begins after receipt of all documents and approvals required by the customer and after the order details have been determined.

4.6 Bracenet is not responsible for delivery delays due to force majeure or strikes.

5) Set-off and retention rights

5.1 The customer is not entitled to offset against Bracenet's claims unless their counterclaims have been legally established or are undisputed. The customer is also entitled to offset against Bracenet's claims if the customer asserts complaints about defects or counterclaims from the same purchase contract.

5.2 The customer may only exercise the right of retention if his 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 customer is entitled to resell the goods in the normal course of business subject to retention of title. In the event of resale, the customer assigns all claims arising from the resale to Bracenet as security and in first place.

7) Obligation to examine

7.1 The customer is obliged to inspect the goods immediately upon receipt and to inform Bracenet of any obvious defects.

7.2 If the customer does not immediately report any defects to Bracenet, the goods shall be deemed to have been approved and all claims against Bracenet due to such defects shall be excluded.

7.3 If a hidden defect becomes apparent later, the customer must report the defect to Bracenet immediately after discovery. If the customer fails to do so, all further claims against Bracenet due to the defect are excluded.

8) Warranty

8.1 If the purchased item is defective and the customer has reported the defect in a timely manner, the statutory warranty claims apply. The statutory warranty period is 12 months starting from the delivery of the goods.

8.2 Only our own information and product descriptions are binding for the quality of the goods, not public praise and statements or other advertising by the manufacturer .

8.3 Customers are requested to complain to the deliverer about goods that have obvious transport damage and to inform Bracenet of this. If the customer does not do so, this will have no effect on their legal or contractual claims for defects.

9) Liability

9.1 Bracenet shall be liable without limitation for damages resulting from injury to life, body or health resulting from a breach of duty by Bracenet, its legal representatives or its vicarious agents.

9.2 Bracenet is liable without limitation for damages caused intentionally or through gross negligence by Bracenet or its legal representatives or vicarious agents.

9.3 In the event of a breach of essential contractual obligations caused by slight negligence, the fulfilment of which is essential for the proper execution of the contract and on whose compliance the customer may regularly rely, Bracenet's liability is limited to the amount of damage typically foreseeable under the contract.

9.4 Any further liability for damages is excluded, in particular liability without fault.

9.5 Liability under the Product Liability Act remains 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 obliged to process the goods in accordance with specific customer specifications in addition to delivering the goods, the customer must provide Bracenet with all content required for processing, such as text, images or graphics, in the file formats, formatting, image and file sizes specified by Bracenet and grant Bracenet the necessary rights of use for this purpose. The customer is solely responsible for the procurement and acquisition of rights to this content. The customer declares and assumes responsibility for having the right to use the content provided to Bracenet. The customer is responsible in particular for ensuring that no third-party rights are violated, in particular copyright, trademark and personal rights.

10.2 The customer indemnifies Bracenet against claims made by third parties in connection with a violation of their rights through the contractual use of the customer's content by Bracenet. The customer also assumes the reasonable costs of the necessary legal defense, including all court and attorney fees at the statutory rate. This does not apply if the customer is not responsible for the violation of rights. In the event of a claim by a third party, the customer is obliged to provide Bracenet with all information required to examine the claims and to defend itself, promptly, truthfully and completely.

10.3 Bracenet reserves the right to refuse processing orders if the content provided by the customer violates legal or official prohibitions or violates common decency. This applies in particular to the provision of content that is unconstitutional, racist, xenophobic, discriminatory, offensive, harmful to young people and/or glorifies violence.

11) Copyright

Bracenet has full copyright to all documents, drawings, cost estimates, samples, calculations, detailed information, photos and illustrations provided. The aforementioned materials may only be provided to third parties with our prior express written consent. If an order is not placed with Bracenet, the documents must be returned immediately.

12) Data processing

The customer agrees that Bracenet processes their data for the purpose of executing the contract (e.g. collection, processing and transmission of data). Bracenet complies with the statutory provisions when processing data. You can find more information on this in our privacy policy.

13) Final provisions

13.1 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

13.2 The exclusive place of jurisdiction for all disputes is the registered office of Bracenet. If the customer is based outside the territory of the Federal Republic of Germany, the registered office of Bracenet 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 professional or commercial activity of the customer. In the above cases, however, Bracenet is in any case entitled to take legal action before the court at the customer's registered office.

13.3 Should individual provisions of these terms and conditions be invalid or contradict statutory provisions, the validity of the remaining provisions shall remain unaffected. The invalid points shall be replaced by statutory provisions, if applicable, or otherwise by provisions that economically approximate the meaning and purpose of the invalid provisions.