Legal
1. The following terms and conditions apply to all contracts, deliveries and other services of baha-tools GmbH, Holzheimer Straße 8, 73037 Göppingen, Germany (hereinafter the "Seller") relating to legal transactions with merchants within the meaning of the German Commercial Code (HGB) and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (commercial customers) in any form (hereinafter "CC"), in particular also via the online shop with the separate offer for "commercial customers" contained therein. Deviating terms of customers do not apply unless the Seller has confirmed them in writing. Individual agreements between the Seller and customers always take precedence. The shop is aimed exclusively at businesses. Legal transactions with consumers are excluded.
2. Business relations between the Seller and the Customer are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The contract language is German.
4. The place of jurisdiction is Göppingen if the Customer is a merchant, a legal entity under public law or a special fund under public law. The same applies if a customer has no general place of jurisdiction in Germany or if their domicile or habitual residence is not known at the time the action is filed.
1. In the online shop, the Seller offers customers new and used goods for purchase.
2. When purchasing in the online shop, a purchase contract is concluded when the Seller accepts the Customer's order. The order constitutes an offer to the Seller to conclude a purchase contract. Prices displayed in the online shop do not constitute an offer in the legal sense. After ordering, the Customer receives an order confirmation by e-mail, which does not constitute acceptance of the offer. A purchase contract is only concluded when the ordered goods are shipped and the shipping confirmation is sent. Alternatively, the Customer may enquire by telephone, e-mail, fax or letter; the Seller then submits a non-binding quotation on which the Customer can place a binding order.
3. The contract text can no longer be viewed after ordering. The Customer is requested to save the contract text.
1. For orders via the online shop, the prices stated there including statutory VAT apply.
2. Prices are exclusive of shipping and packaging costs, which are communicated to the Customer before the order is placed.
3. Payment methods: payment in advance (bank transfer), on invoice, cash on delivery or credit card. For payment in advance, payment is due no later than 14 calendar days after the order confirmation; on invoice, no later than 8 calendar days after invoicing; cash on delivery, on delivery.
4. In the event of default in payment, the Seller may claim damages in accordance with statutory provisions and/or withdraw from the contract.
5. The Seller always issues an invoice to the Customer.
1. Unless otherwise agreed, the ordered goods are delivered from the Seller's warehouse to the address specified by the Customer.
2. Goods in stock are shipped within 2 working days of the order confirmation (for payment in advance: after receipt of payment). Information on delivery times is non-binding unless a binding delivery date has been promised.
3. The Seller reserves the right to make partial deliveries if this is advantageous for prompt processing and reasonable for the Customer; any additional costs incurred are not charged.
4. If a supplier fails to deliver (reservation of self-supply), the Seller will inform the Customer without delay and refund any amounts already paid. The risk of accidental loss passes to the Customer upon handover.
5. In the event of withdrawal, the Customer bears the cost of return if the goods delivered correspond to those ordered and the price of the item does not exceed 40 euros (or under further conditions for a higher price).
The delivered goods remain the property of the Seller until all claims under the contract have been fulfilled; for legal entities under public law also beyond that until all claims from the ongoing business relationship have been settled.
1. The Customer is only entitled to set-off if its counterclaims have been acknowledged by the Seller or established by final court decision.
2. The Customer may only assert a right of retention insofar as its counterclaim is based on the same contractual relationship.
1. The Customer has the statutory warranty rights; for merchants, Sections 377 et seq. of the German Commercial Code (HGB) apply in addition.
2. Damage caused by improper handling by the Customer does not give rise to a warranty claim.
3. Defects must be notified within two years (new items) or one year (used items). The limitations of liability do not apply to fraudulently concealed defects, guarantees given, injury to body/health or intent/gross negligence, or to defects in buildings.
4. In the case of justified defects notified in good time, the Seller is entitled to subsequent performance; if this fails, the Customer may reduce the price or withdraw.
In the case of obvious transport damage, the Customer must immediately complain to the forwarder and inform the Seller without delay so that the Seller can safeguard its rights against the forwarder.
1. Outside liability for material defects and defects of title, the Seller is liable without limitation for intent or gross negligence and for slightly negligent breach of essential obligations or cardinal duties, in each case limited to the foreseeable damage typical for the contract. The Seller is not liable for slightly negligent breach of other obligations.
2. The limitations of liability do not apply to injury to life, body and health, to quality guarantees given or to fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.
3. Where the Seller's liability is excluded or limited, this also applies to the personal liability of its employees, representatives and vicarious agents.
1. The Customer consents to the Seller storing the personal data required for processing the order, in compliance with the BDSG and TMG.
2. The Customer may withdraw its consent at any time with effect for the future; the Seller will then delete the data without delay (for ongoing orders after their completion).
Information on the right of withdrawal for distance contracts: Delivery to commercial customers only. The right of withdrawal is therefore excluded.
1. The Customer may send enquiries by telephone, e-mail, fax or letter. The Seller submits a non-binding quotation; after a binding order, the Customer receives an order confirmation, with which the contract is concluded.
2. In the online shop, the Customer places a binding order (offer). The purchase contract is concluded by the Seller's order confirmation. The Customer is requested to save the contract text.
1. Unless otherwise agreed, prices are ex works plus statutory VAT, excluding packaging, customs duties and incidental costs. In the event of cost increases, the Seller is entitled to charge the prices valid on the day of delivery (except for delivery within 4 months of conclusion of the contract).
2. Prices are exclusive of shipping and packaging costs.
3. Payment methods as described under A. § 2.3; for payment on invoice, due 8 calendar days after invoicing.
4. For online shop contracts, the payment terms stated there take precedence; prices refer to packaging units/roll lengths; for cut lengths, cutting costs are communicated separately.
5. The Seller always issues an invoice.
6. In the event of default in payment, default interest of 8 percentage points above the base rate is payable, plus a flat-rate reminder fee of 5.00 euros per reminder unless lower damage is proven.
7. Bills of exchange or cheques are only accepted on account of performance; discount charges and costs are borne by the Customer and payable within 8 days.
8. If bills of exchange/cheques are not honoured, the Seller may demand immediate payment of all outstanding delivery claims.
9. In the event of a significant deterioration in the Customer's financial situation, the Seller may demand advance payment or security, or otherwise withdraw from the contract and claim flat-rate damages of 10% of the order amount.
10. Payments by cheque/bill of exchange are only deemed final after they have been honoured; the extended retention of title remains in place until then.
The Customer has no right of retention; the rights under Section 320 BGB remain as long as the Seller has not fulfilled its obligations of subsequent performance.
1. The type of packaging is at the Seller's discretion; packaging is charged at cost.
2. Packaging materials are only taken back if expressly agreed; otherwise they are disposed of in accordance with the Packaging Ordinance.
3. Reusable packaging is only provided on loan. If it is not returned in time (14 days), the Seller may charge a rental fee of 20% of the purchase price per week from the 3rd week (maximum the full price).
1. The Customer shall in principle collect the finished goods (obligation to collect); if this does not happen in time or the Customer requests shipment, the Seller may ship at the Customer's expense.
2. Acceptance is deemed to have taken place upon collection or shipment.
3. Partial deliveries are permitted if reasonable for the Customer; they do not entitle the Customer to withhold payment.
1. Risk passes to the Customer upon handover to the forwarder/carrier, at the latest when the goods leave the Seller's premises.
2. In the absence of instructions, the means and route of transport are at the Seller's discretion, excluding any liability.
Goods are only insured against transport damage at the Customer's request; the Seller charges the costs incurred but accepts no responsibility for carrying out the shipment.
1. Delivery dates not expressly agreed as binding are non-binding. The delivery period only begins once all details have been clarified and the Customer has fulfilled its obligations to cooperate.
2.–3. In the case of fixed-date transactions or culpable delay in delivery, the Seller is liable in accordance with statutory provisions, limited to the foreseeable damage typical for the contract, unless there is intent.
4. Otherwise, in the event of culpable delay in delivery, the Customer may claim 2% of the delivery value for each full week of delay, up to a maximum of 10%.
5. Any further liability for delay in delivery is excluded; other statutory claims remain unaffected.
6. If the Customer defaults in acceptance, the Seller may claim compensation for the damage incurred; risk passes to the Customer upon default.
7. In the event of delivery failures by sub-suppliers for which the Seller is not responsible, or force majeure, the Seller will inform the Customer and may postpone delivery or withdraw from the contract.
1. The Seller retains title to delivered goods until all claims arising from the business relationship have been settled in full; for public-law corporations also beyond that.
2. If the reserved goods are processed into a new item, this is done on behalf of the Seller, who thereby becomes owner or co-owner (in accordance with Sections 947, 948 BGB in the case of combination/mixing).
3. In the event of resale, the Customer hereby assigns to the Seller the resulting claims in the amount of the value of the reserved goods.
4. If the goods are installed as an essential component in a third party's property, ship or similar, the Customer assigns the corresponding remuneration claims.
5. The Customer is only entitled to resell in the ordinary course of business; other dispositions (pledging, transfer by way of security) are not permitted. Non-recourse factoring is only permitted under certain conditions.
6. The Seller revocably authorises the Customer to collect assigned claims as long as the Customer meets its payment obligations.
7. Upon suspension of payments or an application for insolvency, the right of resale and the collection authorisation expire.
8. If the value of the securities exceeds the claims by more than 20%, the Seller is obliged to release securities of its choice.
The export of delivered items in unchanged condition without the Seller's express consent is not permitted and entitles the Seller to damages. Goods intended for export may not be supplied on to other customers or to other countries.
1. The Customer must inspect the goods without delay; obvious defects must be notified in writing within 14 days (Section 377 HGB remains unaffected for mutual commercial transactions). Defects recognisable on delivery must also be notified to the carrier.
2. If defects are found, the Customer may not dispose of the goods until agreement has been reached on the complaint.
3. The Customer must make the goods complained about or samples available for inspection; in the event of culpable refusal, liability lapses.
4. In the case of justified complaints, the Seller determines the type of subsequent performance; if this fails, the Customer may reduce the price or withdraw.
5. The Seller must be informed without delay of any case of liability for material defects.
6. There are no claims for defects in the case of insignificant deviations, natural wear and tear, incorrect handling after the transfer of risk or improper repairs by the Customer or third parties.
7. Expenses for subsequent performance are excluded insofar as they increase because the goods have subsequently been moved to another location.
8. Recourse claims of the Customer only exist within the scope of statutory claims for defects against its own customer.
9. In the case of consumer goods purchases, the Seller is obliged to take back the goods or reduce the price in accordance with statutory requirements and reimburses the Customer's corresponding expenses.
10. This obligation is excluded for defects based on third-party advertising statements, the Customer's own guarantees or failure to give notice of defects.
11. Acknowledgement of defects and notices of defects must be in writing.
12. Claims for material defects become time-barred after 12 months unless the law prescribes longer periods (Sections 438, 479, 634a, 202 BGB).
13. For claims for damages, B. § 12 applies in all other respects.
1. The Seller is liable without limitation for injury to life, body and health and under the Product Liability Act; in the event of intent, gross negligence or fraudulent intent of its bodies/executive employees, it is liable in accordance with statutory provisions, limited to foreseeable damage unless there is intent. Within the scope of any quality/durability guarantees given, it is liable accordingly.
2. In the event of slightly negligent breach of essential contractual obligations, the Seller is only liable for typical, foreseeable damage.
3. Any further liability is excluded, in particular for claims in tort and consequential damage such as loss of production or lost profit; this also applies to the personal liability of employees and vicarious agents.
4. Other claims for damages become time-barred one year after delivery, except for injury to body/health or intent/gross negligence.
1. In the event of incorrect information from the Customer or suspension of payments/insolvency, the Seller may withdraw from the contract and invoice expenses, loss of value and damages at a flat rate of 25% of the order value (the full price for custom-made products).
2. For claims for damages due to breach of duty or cancellation of the contract, a flat-rate compensation of at least 25% of the order amount applies; the Customer remains entitled to prove lower damage.
1. The data required for processing the contract is stored electronically in accordance with the Federal Data Protection Act and the Teleservices Data Protection Act.
2. For credit checks, data is exchanged with credit agencies such as SCHUFA.
3. The Seller reserves the right to use or pass on customer data for information and advertising purposes; customers may object to this informally (to: baha-Tools GmbH, Holzheimer Straße 8, 73037 Göppingen, Germany, info@baha-tools.de).
4. No further use or disclosure takes place.
The invalidity of individual provisions does not affect the validity of the remaining provisions. An invalid provision shall be replaced by one that corresponds to the meaning of the remaining provisions.