Terms and Conditions
1. General, Scope
These General Terms and Conditions (hereinafter shortly referred to as the "Terms") shall apply to any and all delivery of goods as amended and applicable at the time the order is placed.
These Terms shall apply to any and all business transactions with private customers (hereinafter referred to as "Consumers") and commercial customers (hereinafter referred to as "Businesses"). Consumers in terms of these Terms shall be deemed to include any physical persons who conclude the legal transaction for purposes not prevailingly attributable to their commercial or professional capacity. Businesses as understood in these Terms shall be deemed to include any physical person or legal entity or incorporated partnership acting in their commercial or professional capacity whenever concluding a legal transaction. Both Consumers and Businesses shall be eligible to become customers (hereinafter referred to as "Customers") of Kroeger GmbH (hereinafter referred to as "KGmbH").
Whenever a contract is concluded, such contract shall be concluded with the following company:
Peheimer Str. 3
Phone: +49 (0) 4475 - 91 84 552
Fax: +49 (0) 4475 - 91 84 551
E-mail address: email@example.com
CEO: Thomas Kroeger
Company's registered office: Molbergen
Registered in the Oldenburg Magistrates' Court Register of Companies
Registry number: HRB 207376
VAT ID number: DE286138645
Value Added VAT-ID for Finland: FI27106665
Value Added Tax-No for Austria: 68 549/0187
Value Added VAT-ID for Spain: N2760051I
Any use of the website at www.wallcover.com as well as any and all services and offers of KGmbH shall be solely subject to these Terms. No terms other than these Terms, including without being limited to any of the Customers' terms, shall be incorporated into the contract as an integral part, even if they have not been expressly excluded.
These Terms shall also apply to any future business relations with Businesses without the need for a renewed express reference.
2. Service, Conclusion of Contract
The presentation of products in catalogues, in the online shop or on the website of KGmbH shall not be deemed to be a binding offer for sale. It shall be rather deemed to be an unbinding invitation to Customers to submit a binding offer to buy (hereinafter referred to as "Order") on their part.
The Order may be placed by Customers either through the website or by phone.
The Order through the website shall be transacted in the following steps:
1) Select the items you want to order.
2) Confirm by clicking on the button "ADD TO CART".
3) Check the items you put into the shopping cart by clicking on the button "Go to Cart".
4) Click on the button "PROCEED TO CHECKOUT".
5) Enter your customer data.
6) Select your preferred method of payment.
7) Do a final check and, if necessary, correct the data you entered and the items you want to order.
8) Send your binding order by clicking on the button "Buy Now".
The shopping cart may be updated by removing or adding items. Prior to sending the binding order, Customers may check their entries and click on the "Back" button of the internet browser they are using to get back on the web page on which the Customer's data are collected and correct any incorrectly entered data, or close the internet browser to cancel the ordering process. Any incorrectly entered data may also be subsequently corrected in the order summary.
Customers shall immediately receive an e-mail confirming the receipt of their order. This order confirmation shall not be deemed to be an acceptance of the Customer's offer to buy nor constitute an agreement for purchase and sale.
KGmbH shall be free to accept the Customer's offer of contract constituted by the order within two days of receipt thereof. The order shall be deemed to have been accepted if KGmbH delivers the ordered items.
In case of orders placed via the online shop, KGmbH will store the wording of the contract and immediately e-mail it to the Customer together with the order details, these Terms and further documentation including information on the right of withdrawal for consumers. The Terms may also be accessed as well as printed out and stored at any time at www.wallcover.com/terms. Previous orders may also be accessed in the customer area of the online shop.
The languages available for concluding the contract are: - German
3. Reservation of Title
For any transactions with Consumers, KGmbH reserves the property of the goods until the purchase price has been fully paid.
For any transactions with Businesses, any and all claims arising from an ongoing business relation have been fully settled.
The Business shall have the right to resell the goods in the regular course of its business. The Business hereby assigns to KGmbH, and KGmbH accepts to be assigned, the total invoice amount of any and all claims against a third party arising to the Business out of the resale transaction. After such assignment, the Business shall still have the right to collect the amount receivable. KGmbH however reserves the right to collect the amount receivable itself as soon as the Business fails to duly meet its payment obligations and is in default.
If the purchased item is inextricably compounded with any other items not owned by KGmbH, KGmbH shall acquire a joint ownership share of the new item equal to the proportion of the value of the purchased item (invoice amount) to the value of the other items compounded at the time of compounding. If the items are compounded in a way as to result in the Customer's item to be considered the principal item, it is agreed that the Customer shall assign to KGmbH a proportionate share of joint property of the new item. The Customer shall keep the sole property or joint property thus created for KGmbH. No attachment or transfer by way of security with respect to any goods (jointly) owned by KGmbH shall be permitted. In case of third party encroachment upon any of the reserved goods, the Customer shall point out KGmbH's ownership and promptly notify KGmbH.
Should the Customer combine any reserved goods with a third party real estate property, the Customer hereby assigns to KGmbH, and KGmbH accepts to be assigned, any and all claims against such third party arising from such combination including any ancillary rights.
The Customer shall immediately notify KGmbH in writing of any case of attachment or other third party encroachment providing all documentation required for the formal objection.
Any right to resell, use or incorporate the reserved goods shall expire as of the filing of a petition for institution of bankruptcy proceedings, cessation of payment or engaging in out-of-court settlement proceedings.
The Customer shall handle any reserved goods with due caution and care; specifically, the Customer shall be obliged to adequately insure the value as new of any such goods against damage due to fire, water and theft at its own expense. The Customer shall carry out any required maintenance and servicing work in due time and at its own expense.
All prices are quoted inclusive of the statutory German value added tax and any other price components. Any shipment costs incurred shall be charged separately www.wallcover.com/delivery
5. Use and Sign-On
In the process of placing the first order, a customer account will be created. This sign-on will allow any subsequent orders to be processed faster and more comfortably. The sign-on shall be free of charge and strictly subject to compliance with these Terms.
When signing on, the Customer will open a customer account subject to its acceptance of these Terms. The final enablement of the sign-on shall be deemed to be an agreement for the use of this website by and between KGmbH and the Customer (hereinafter referred to as the "User Agreement"). This User Agreement shall be deemed to be a stand-alone contract and different from contracts or legal relations based on orders placed.
KGmbH reserves the right to deny the sign-on without giving reasons. There shall be no right of concluding a User Agreement. The final enablement may take up to seven (7) work days. There may be an automated preliminary enablement already a short time after the sign-on, which shall expressly not entitle the user to final enablement and permanent use of the individual services. KGmbH reserves the right to terminate the preliminary enablement at any time without giving reasons.
Only one customer account per Customer shall be allowed. Any opening or maintaining of more than one customer account, including without being limited to a new sign-on after termination or blocking of the customer account, shall be expressly prohibited and deemed in each individual case to be a cause for extraordinary termination of the User Agreement. Any use of a customer account by more than one person shall not be permitted. Customer accounts shall be non-transferable.
In order to open a customer account, the Customer is required to sign on stating its full given name(s) and surname, its address and a valid e-mail address.
All data required during the sign-on process must be entered completely and correctly. Any incorrect submission of this data shall be deemed to be a cause for extraordinary termination. The Customer shall promptly and on its own initiative update this data in case of any subsequent change.
Customers shall keep their password confidential and in particular not disclose their password to third parties. Customers shall be responsible for adequately securing their access and password. In terms of their existing duties of care, Customers shall generally be liable for any and all activities performed using their customer account.
The User Agreement may be terminated by ordinary and/or extraordinary termination. Any causes for extraordinary termination mentioned in this section shall be deemed exemplary and not exhaustive. Termination of the User Agreement shall not affect any orders already placed.
The Customer may terminate the User Agreement at any time without giving reasons.
KGmbH may terminate the User Agreement at any time with two weeks' notice. This shall be without prejudice to its right to block all or part of the services as well as its right of extraordinary termination.
Subscribing to our newsletter shall be free of charge and strictly subject to these Terms.
Subscribing to the newsletter shall be in accordance with the so-called double opt-in procedure. This means that the Customer will be first required to expressly consent to receiving the newsletter. In a second step, the Customer will be required to click on an activation link contained in the confirmation e-mailed to it following its consent in order to complete the subscription.
KGmbH reserves the right to stop sending individual newsletters or the complete newsletter distribution at any time without notice.
Unless otherwise provided in the following clauses of this section, any claims of Consumers for defects in the goods shall be subject to statutory provisions and bound to statutory time limits.
For Businesses, the warranty period shall be 1 year as from delivery of the goods.
For deliveries of second-hand goods, the warranty period shall be 1 year as from delivery of the goods if the Customer is a Consumer. This clause shall be without prejudice to Section 438 subsection 1 number 2 of the German Civil Code [BGB]. Any claims for defects shall be generally excluded for deliveries of second-hand goods to Businesses.
To Businesses, KGmbH shall provide warranty for defective goods at its discretion either by subsequent performance through remedy or by replacement delivery.
Businesses shall notify KGmbH of any obvious defects in the goods delivered within two (2) weeks of receipt of the goods, the relevant date in terms of this time limit being the date of dispatch; otherwise, any exercise of the warranty claim shall be excluded. Traders shall be subject to the provisions of Section 377 of the German Commercial Code [HGB].
For Businesses, the agreed quality of the goods shall be solely based on KGmbH's product description. Apart from this, none of the manufacturer's public statements, promoting or advertising shall be deemed to be a contractual warranty and representation as to the quality of the goods.
Should the Business claim reimbursement of expenses under Section 478 subsection 2 of the German Civil Code [BGB], such reimbursement shall be limited to a maximum of 2% of the original value of the goods.
The one-year warranty period as well as the liability and warranty limitations set forth in this section shall not apply if KGmbH is guilty of wilful intent or negligence, in case of damage to life, body and health caused by KGmbH and in case of fraudulent intent. In case of delivery recourse under Sections 478, 479 of the German Civil Code [BGB], the liability and warranty limitations set forth in this section shall not apply except for clauses 8.4 and 8.6. Liability under product liability legislation shall likewise remain unaffected.
In case KGmbH grants the Customer a guarantee going beyond statutory warranty rights, it may not rely on such guarantee to claim withdrawal, reduction or damages but solely claim subsequent improvement, unless expressly otherwise agreed. Likewise, the Customer may not claim replacement with new goods free of charge or replacement equipment for the time of repair. The guarantee period shall be deemed to commence as of delivery of the goods to the Customer, and it shall not be interrupted nor impaired by the subsequent improvement. This clause shall be without prejudice to any statutory warranty claims.
KGmbH shall solely be liable for damage due to its own fault or the fault of any of its legal representatives, executives or other agents, and subject to the following provisions.
KGmbH shall have unlimited liability for any damage caused by wilful intent or gross negligence on the part of KGmbH and/or its legal representatives, executives or other agents, as well as in cases of fraudulent intent and of damage to life, body and health. KGmbH shall likewise have unlimited liability under product liability legislation.
In cases of slightly negligent breach of an obligation the fulfilment of which, being a basic prerequisite for the execution of the contract in the first place, could be reasonably relied on (material contractual obligation), liability shall be limited to any damage to be typically foreseen and likely to be caused in the course of executing this contract (foreseeable typical contract damage). Any other liability for damage due to slight negligence shall be excluded.
KGmbH shall not be liable for any damage due to failure of phone lines, servers and other equipment beyond its control. Moreover, KGmbH shall not be liable for any damage or failure due to Force Majeure.
10. Final Provisions
This Agreement as well as any and all future contracts and/or legal relations with the Customers shall be solely governed by the laws of Germany; the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
If the Customer is a trader in Commercial Code terms, a special fund or a legal entity under public law, Molbergen shall be the sole place of jurisdiction for any claims arising from the legal relations with the Customer. This shall also apply to Customers who have no general place of jurisdiction within Germany as well as to Customers who after concluding a contract have relocated their legal or habitual residence outside of Germany.
The binding contract language shall be German, even if these Terms may be and/or have been translated into other languages.