General Terms and Conditions ("Terms and Conditions") of POPLUX UG
(As of: 07.May.2019)
 
I. Scope / Subject Matter of The Contract
1. Our general conditions of delivery, performance and sales only apply exclusively to entrepreneurs, legal entities or special funds defined under public law of § 310 Abs. 1 BGB (hereinafter: customers) in the case of movable property delivery and the service provision.
2. We do not recognize any conflicting or deviating terms and conditions; Unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if the customer excludes our terms and conditions in his terms of purchase or if we carry out the delivery without knowing conflicting or deviating conditions of the customer.
3. Agreements made verbally, in particular by our representatives, are only legally binding after our written confirmation.
 
II. Conclusion of The Contract
1. The customer's order represents a binding offer that we can accept within three weeks by sending an order confirmation or by delivering the goods or providing any other service. Previously submitted offers by us are non-binding. A prior sales is reserved.
2. We reserve the right of ownership and copyrights to illustrations, drawings, plans, configurations, calculations, catalog and prospectus contents and other documents. This also applies to such written documents, which are designated as "confidential". Before being passed on to third parties, the customer requires our written consent.
3. The information given by us about dimensions and weights, as well as illustrations, drawings, measurements, pricelists and other information in catalogs, are approximate and therefore not binding. The assurance of certain properties and / or the suitability of the goods for a specific purpose is only binding if made in writing. We make no guarantees to our customers in the legal sense.
4. Design or design changes attributable to the improvement of technology or to the requirements of the legislature or approval authorities, remain reserved, unless the delivery item is significantly changed and the changes are reasonable for the customer. They do not change the agreed quality of the delivery item.
 
III. Delivery Time, Availability Reservation and Partial Delivery
1. All delivery dates that we communicate to you or have been agreed with us in writing or verbally are non-binding. Should the delivery time be changed by our suppliers, we will inform you immediately. Delivery is subject to the proviso that shall be provided by us. You can not claim recourse for exceeding the non-binding delivery times. However, you are entitled to set us after the expiry of the non-binding delivery period, a reasonable period for subsequent delivery.
2. If the goods are available, we usually deliver the goods within three to five working days. If an ordered product is not in stock, you will be informed about the expected delivery times. Depends on the type and volume of the shipment, the shipping method is specified by us. We deliver in principle by carrier or contractual parcel service in the standard tariff. Express delivery is also possible upon special request of the customer, which has extra cost.
3. The delivery period shall be extended in the event of industrial disputes and other unforeseen obstacles beyond our control, such as breakdowns, delays in the delivery of essential materials, force majeure. This also applies to circumstances that suppliers or our customers do not fulfill their obligations to cooperate. If this obstacle exceeds more than four weeks beyond the non-binding delivery date, both we and you are entitled to withdraw from the contract.
4. If the service is not available, we reserve the right to withdraw from the contract. In this case, we will inform you immediately about the unavailability and reimburse you immediately for your prepayment.
5. In addition, our liability for delayed delivery is excluded, as far as this is not based on the violation of a cardinal obligation or a violation of the legal interests of life, body or health.
6. Partial deliveries are carried out exclusively at your express request. If we carry out partial deliveries at your request, you have to bear the resulting additional costs.
 
IV. Prices and Payment
1 All prices are in EURO and valid on the day of invoicing. Taxes and duties shall be borne by the customer.
2 The agreed remuneration is to be paid. If, at the time the service is provided, the price has increased due to the market price change or by an increase in the fees charged by third parties for the provision of services, the higher price applies. If the price increase is more than 20% of the agreed price, the customer has the right to cancel the contract. This right must be asserted immediately after notification of the increased price.
3 Our prices are non-ex works plus packaging costs. For orders / deliveries worth less than € 50,00 net, we charge a minimum quantity surcharge of € 12,50.
4. The total price shall be paid within 10 days after delivery of the goods without deduction of discount or in the creation of works within ten days of acceptance without discount deduction, unless otherwise agreed. After expiry of the aforementioned deadlines, the customer is in default of payment.
 
V. Installation and Assembly
1. Basically we do not owe the assembly of goods ordered by our customers. Only on the basis of express written agreement do we provide the assembly or the installation of the goods. Only in this case the following numbers 2 and 3 apply.
2. Unless otherwise agreed in writing, our customers must ensure that they have free access to the construction site / assembly point at their own expense, in particular by placing scaffolding and ladders. The same applies to the provision of suitable work and recreation rooms, of any required protective clothing, of site plans on electricity, gas and water pipes and of any necessary static information.
3. If we ask for the acceptance after completion, the customer must make it within two weeks. If this does not happen, the acceptance is deemed to have taken place. The acceptance shall also be deemed to have taken place if the delivered product is already in use - possibly after the conclusion of an agreed test phase.
 
VI. Complaints and Inspection Obligations
The customer must inspect the delivery item carefully and completely immediately upon receipt, and notify defects in writing within 8 days. We must be able to immediately review defects. If the customer does not examine and complain within the aforementioned period or if he uses the goods instead, he waives the right to claim.
 
VII. Offsetting, Retention
The customer is only entitled to set-off rights if his counterclaims have been legally established, undisputed or acknowledged by us. The customer can only assert rights of retention if his counterclaims are based on the same contractual relationship.
 
VIII. Liability for Defects
1. The limitation period for claims and rights due to defects in the delivery item or the work performed by us - for whatever legal reason - is 1 year. However, this does not apply in the cases of section 438 (1) no. 1 BGB, section 438 (1) no. 2 BGB, section 479 (1) BGB or section 634a (1) no. 2 BGB; insofar claims are subject to a limitation period of three years.
2. The customer will assert his claims against the manufacturer prior to our claim because of a defect. For this purpose we assign to him all warranty claims against the manufacturer and inform him of all information necessary for the assertion of the claims. We are liable subsidiary. Insofar as the judicial assertion is not successful, the customer can assert his warranty claims against us.
3. Claims for defects do not exist in the case of insignificant deviation from the agreed quality or only insignificant impairment of usability. In particular, no warranty obligation is triggered by insignificant deviations in color, dimensions and / or other quality features of the goods. A warranty obligation exists only if a defect has occurred despite proper installation and commissioning, care, maintenance and normal use in accordance with any operating instructions and is not based on natural wear or corrosion of individual parts or improper repairs and / or conversions.
4. In the case of justified and duly reported defects (in writing and in due time), we are entitled, at our discretion, either to eliminate them or to exchange the defective part within a reasonable delivery time. If the supplementary performance fails, the customer has the right to reduce or - if the construction work is not the subject of the liability for defects - to withdraw from the contract at his option. The application of § 478 Abs. 1 BGB remains unaffected.
5. Insofar as the assertion of rights of the customer presupposes the setting of a reasonable grace period, this shall be at least two weeks.
 
IX. Liability for Damages
1. Our liability for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply to injury to life, body and health of the customer, claims for breach of cardinal obligations and compensation for damages caused by default; insofar we are liable for every degree of fault. However, liability of delay in delivery or performance is limited to 0.5% of the value of the delivery or service for each completed week of delay as part of a lump-sum compensation for late payment, but not more than 5% of the total value.
2. The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by our vicarious agents.
3. We point out that a reimbursement of removal and installation costs is excluded if the buyer has installed products in the knowledge of their defectiveness. It is the purchaser's responsibility to review products before installation at the place of intended use. Furthermore, it should be noted that a claim for replacement of installation and installation costs is by no means unlimited, but is always subject to the necessity of the expenses and the proportionality of the costs incurred. Conditions for claims for defects only exist in the case of a material defect that must have been present at the time the risk passed to the product. The burden of proof of an existing defect remains with the buyer.
4. As far as a liability for damages that are not based on the injury of life, body or health of the customer for slight negligence is not excluded, such claims shall be time-barred within one year starting with the creation of the claim or for damages due to a defect from delivery of the thing.
5. Insofar as the liability for damages by us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.
 
X. Retention of Title
1. We reserve the title to the goods and the materials required for the creation of the work until the fulfillment of all claims against the customer, even if the specific goods have already been paid.
2. The customer has to inform us about foreclosure measures of third parties in the reserved goods without delay, handing over the documents necessary for an intervention, this also applies to any other kind of impairment. Irrespective of this, the customer must already inform the third party in advance of the rights existing in the goods.
3. The working and processing or transformation of the delivery or service item by the customer is always named and on behalf of us. In this case, the client's entitlement to the remodeled property continues. When processing with other objects not belonging to us, we acquire the co-ownership of the new object in proportion to the objective value of our object to the other processed at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is deemed agreed that the customer assigns co-ownership pro rata to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us such claims that accrue to him from the connection of the reserved goods with a property against a third party; We already accept this assignment.
4. The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claims ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in arrears and in particular no application for opening insolvency proceedings has been filed or payment has ceased.
5. We undertake to release the securities to which we are entitled upon request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
 
XI. Limitation of own claims
Our claims for payment become time-barred contrary to § 195 BGB in five years. With regard to the beginning of the limitation period § 199 BGB applies.
 
XII. Applicable Law, Place of Performance and Jurisdiction
1. For the legal relations of the parties, German law shall apply, excluding the UNK upright.
2. Unless otherwise stated in the contract, fulfillment place and payment is our place of business.
3. The exclusive place of jurisdiction is the court responsible for our place of business.
 
If clauses in the English AGB conflicts with the respective clause in the German AGB or leads to ambiguity, clauses in the German AGB shall apply and enforce.