General Terms and Conditions GTC

EPARCARE GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

• Scope of application
  • The following terms and conditions of sale, delivery and payment apply to all contracts, deliveries and other services including consultancy services and information.
  • They shall also apply to all future contracts with the customer as well as to future deliveries and other services to be provided to the customer.
  • Any terms and conditions to the contrary are hereby objected to.
  • We exclusively supply entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. We do not supply private end consumers.
  • Our products are intended exclusively for professional use and do not, as a matter of principle, meet the requirements to be observed vis-à-vis private end consumers.
• Contract conclusion
  Orders placed with us, contract amendments and supplements as well as ancillary agreements must be in writing. Orders placed by telephone or in any other form shall be deemed accepted when the goods and invoice are dispatched or handed over.
• Prices, price lists
  • Our prices are ex works plus the disposal charges levied by the Dual System and shown in the list below. The prices at the time the order is placed shall apply. Value added tax is not included in the price and will be invoiced separately at the respective statutory rate.
  • A shipping service of 17.90 euros is charged for each delivery.
  • Free shipping from a purchase value of 1000€.
  • When using the express service, we charge a flat-rate service fee of 23.80 euros. For special handling (e.g. bulky goods, express orders, general cargo), Eparcare is entitled to charge higher flat-rate service fees.
  • If the agreed delivery period is longer than one month from the conclusion of the contract, we are entitled to charge the prices according to our price list valid on the day of delivery.
  • When invoicing, the prices per packing unit are rounded to full cents (third decimal place greater than 4 is rounded up, otherwise rounded down) and multiplied by the order quantity.
• Payment
  • Our invoices are payable within 14 days after invoicing without deduction.
  • For orders over 5000€, a deposit of 50% of the amount is required at the time of ordering.
  • If Eparcare is entitled to collect claims against the Purchaser by means of a direct debit on the basis of a SEPA Direct Debit Mandate of the Purchaser, the Purchaser agrees that Eparcare will send him a pre-notification at the latest three (3) calendar days before the date of the intended collection of a SEPA Direct Debit (execution date).
  • The customer shall be in default of payment upon receipt of the first reminder or without a reminder 30 days after the due date and receipt of an invoice in accordance with § 286 para. 3 BGB. In the event of default, we shall be entitled to interest on arrears in accordance with § 288 BGB, subject to proof of further damage caused by default.
  • Offsetting with claims of the purchaser that are not recognised or not legally established is excluded. This also applies to a right of retention due to such counterclaims, insofar as these claims are not based on the same contractual relationship.
• Delivery
  • Our delivery obligation is subject to complete and correct self-delivery, unless the non-delivery or delay is our fault.
  • In the case of custom-made products, excess or short deliveries of up to 10% are permissible and will be taken into account in the invoice.
  • With regard to the dimensions specified for our delivery items, we reserve the right to deviations customary in the trade, unless we have expressly guaranteed compliance with the dimensions.
  • We are entitled to make reasonable partial deliveries.
  • If the dispatch of the ordered products is delayed for reasons attributable to the purchaser, the risk is transferred to the purchaser on receipt of the notice of readiness for dispatch.
  • The reliable dispatch of the ordered goods shall be ensured by carriers commissioned by us. The parties agree that in the event of a dispute, it is incumbent on the customer to prove non-receipt of a delivery.
  • In the event of goods being taken back as a gesture of goodwill, we are entitled to charge a restocking fee of 15% of the value of the goods taken back, with a minimum of 15.00 euros and a maximum of 250.00 euros.
• Delivery time
  Agreed delivery periods shall be extended appropriately in the event of unforeseen hindrances beyond our control, such as strikes, lockouts, operational disruptions, delays in the delivery of input materials, irrespective of whether these hindrances occur at our premises or those of our suppliers. We are not responsible for such circumstances even if we are already in default. If they occur, both parties are entitled to withdraw from the contract.
• Retention of title
  • The items delivered by us shall remain our property until all our current claims against the customer, as well as future claims insofar as they are connected with the delivered items, have been fulfilled.
  • The customer is entitled to resell the delivery items owned by us (reserved goods) in the ordinary course of business. However, he hereby assigns to us all claims arising from this resale, irrespective of whether the goods subject to retention of title are resold before or after processing or whether or not they are combined with real estate or movable property. If the reserved goods are resold after processing or together with other goods that do not belong to us, or if they are combined with real estate or movable property, the customer's claim against its customers shall be deemed assigned in the amount of the delivery price agreed between the customer and us for the reserved goods.
  • The customer is authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this, but we undertake not to do so as long as the customer duly meets his payment obligations. If the customer makes use of the right to collect, we shall be entitled to the collected proceeds in the amount of the delivery price agreed between the customer and us for the reserved goods.
  • Processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer in accordance with § 950 BGB (German Civil Code) without obligating us. If the goods subject to retention of title are processed with other items, we shall acquire co-ownership of the new item in the ratio of the market value of our goods to the value of the other processed items at the time of processing. The purchaser shall store the new item for us free of charge with the care customary in the trade.
  • We undertake to release the securities to which we are entitled on request to the extent that their realisable value exceeds the claims to be secured by more than 20%.
  • If we accept bills of exchange as a means of payment, our retention of title shall continue to exist until it is established that we can no longer be claimed from this bill of exchange.
• Complaints
  Obvious defects must be notified in writing and specified within 10 days of receipt of the goods.
• Warranty
  We grant the purchaser unrestricted statutory warranty rights despite legal possibilities of restriction and abbreviation.
• Exclusion of claims for damages
  • We shall only be liable - for whatever legal reasons - for damage caused as a result of omitted or faulty execution of suggestions or advice given before or after conclusion of the contract or as a result of the breach of other contractual ancillary obligations - in particular instructions for the operation and maintenance of the delivery item - which did not occur on the delivery item itself.
    • With intent
    • in the event of gross negligence on the part of our executive bodies or our senior employees
    • in the event of culpable injury to life, limb or health,
    • in the case of defects which we have fraudulently concealed or the absence of which we have guaranteed,
    • in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.
  • In the event of culpable breach of material contractual obligations, we shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, but in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims for damages are excluded.
  • In the event of damages due to late delivery of express orders ("delivery during the next working day"), Eparcare is liable up to a maximum amount of EUR 250 per order. The assertion of further damages due to delay is excluded.
  • We accept no liability if the purchaser makes our products intended for professional use available to private end users.

• Software
  The customer is granted a non-exclusive and non-transferable user right to the programmes and the associated documents and subsequent supplements for internal use with the products for which programmes are supplied. All other rights to the programmes and to the documentation, including copies and subsequent supplements, shall remain with our company. The customer shall ensure that these programmes and documents are not accessible to third parties without the prior consent of our company. Copies may only be made for archiving purposes as a replacement or for troubleshooting. The transfer of source programs requires a separate written agreement. If the originals bear a note indicating copyright protection, this note shall be affixed to the original by the customer. Unless otherwise agreed, the right of use shall be deemed granted upon delivery of the order and delivery of the programmes, documentation and subsequent supplements. Modifications of the programmes are not permitted; if the customer or third parties use modified programmes, our company shall not be liable for damages.
  The purchaser is advised that, according to the current state of technical development, errors in the software programme cannot be completely ruled out. The customer shall inspect the software immediately after delivery and notify our company of any obvious errors in writing without delay. Our company warrants that the software essentially corresponds to the description in the documentation or the specifications in the order confirmation with regard to its mode of operation. Furthermore, our company neither warrants certain properties of the software programmes nor their suitability for customer purposes or customer needs. Our company shall not be liable for the replacement of data unless our company caused their destruction through gross negligence or wilful intent and the customer has ensured that these data can be reconstructed from the data material held in machine-readable form with reasonable effort.
  Insofar as exclusions of liability in accordance with the above paragraphs can only be agreed in a legally binding manner between registered traders, the legally permissible option of a far-reaching exclusion of liability shall remain in the case of a transaction with a non-trader.
• Characteristics of condition
  The information, drawings, illustrations, samples, brochures, technical specifications and catalogues and other technical data, recommendations for use contained in brochures, catalogues, advertisements and price lists or in the documents belonging to an offer are non-binding, they do not release the purchaser from checking the goods for their suitability for the intended purposes, processes and applications. They shall only become part of the contract if and insofar as they have been expressly confirmed by us as binding. Quality guarantees are only those which are expressly designated as such in the order confirmation. The application, use and processing of the goods purchased are the sole responsibility of the customer. We reserve the property rights and copyrights to illustrations, drawings and other documents. They may only be used for the contractually intended purpose without our consent and may not be made accessible to third parties.
• Place of performance, place of jurisdiction, applicable law
  • Place of performance is Stuttgart
  • The place of jurisdiction for all disputes arising from our legal relationship with the customer is Stuttgart. However, we are also entitled to bring an action at the headquarters of the customer.
  • German law shall apply, and in exceptional cases UN sales law shall also apply.