General Terms and Conditions with Customer Information

Table of Contents

1. Scope of Application

2. Conclusion of Contract

3. Right of Withdrawal

4. Prices and Payment Conditions

5. Delivery and Shipping Conditions

6. Retention of Title

7. Liability for Defects (Warranty)

8. Liability

9. Special Conditions for the Processing of Goods According to Specific Customer Requirements

10. Applicable Law

11. Jurisdiction

12. Code of Conduct

13. Alternative Dispute Resolution

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of ZIWI Vertriebs GmbH (hereinafter referred to as "Seller") apply to all contracts for the delivery of goods that a consumer or entrepreneur (hereinafter referred to as "Customer") concludes with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer's own conditions is hereby rejected unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that are predominantly neither commercial nor self-employed.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a legal partnership who, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activity.

2) Conclusion of Contract

2.1 The product descriptions in the Seller's online shop do not constitute binding offers on the part of the Seller but serve to submit a binding offer by the Customer.

2.2 The Customer can submit the offer via the integrated online order form in the Seller's online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contract offer regarding the goods in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the Customer can also submit the offer to the Seller by email, online contact form, postal mail, or telephone.

2.3 The Seller can accept the Customer's offer within five days by:

• Sending a written order confirmation or an order confirmation in text form (fax or email), with the receipt of the order confirmation by the Customer being decisive, or

• Delivering the ordered goods to the Customer, with the receipt of the goods by the Customer being decisive, or

• Requesting payment from the Customer after placing their order.

If several of the aforementioned alternatives exist, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this is considered a rejection of the offer, with the consequence that the Customer is no longer bound by their declaration of intent.

2.4 When selecting a payment method offered by PayPal, the payment processing is carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), under the PayPal terms of use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the Customer does not have a PayPal account - under the conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays using a PayPal payment method selectable during the online ordering process, the Seller already declares acceptance of the Customer's offer at the time the Customer clicks the button concluding the ordering process.

2.5 When submitting an offer via the Seller's online order form, the contract text is stored by the Seller after the contract is concluded and sent to the Customer in text form (e.g., email, fax, or letter) after the Customer sends their order. The Seller does not make the contract text accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending their order, the order data is archived on the Seller's website and can be accessed by the Customer via their password-protected user account by providing the corresponding login data free of charge.

2.6 Before bindingly submitting the order via the Seller's online order form, the Customer can recognize possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the browser's magnification function, with which the display on the screen is enlarged. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button concluding the ordering process.

2.7 The contract is concluded in different languages. The specific language selection is displayed in the online shop.

2.8 Order processing and contact usually take place via email and automated order processing. The Customer must ensure that the email address provided by them for order processing is correct so that emails sent by the Seller can be received at this address. In particular, the Customer must ensure that all emails sent by the Seller or by third parties commissioned by the Seller for order processing can be delivered when using SPAM filters.

3) Right of Withdrawal

3.1 Consumers generally have a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the Seller's withdrawal policy.

3.3 The right of withdrawal does not apply to consumers who, at the time of concluding the contract, do not belong to any member state of the European Union and whose sole residence and delivery address at the time of concluding the contract are outside the European Union.

4) Prices and Payment Conditions

4.1 Unless otherwise stated in the Seller's product description, the prices indicated are total prices that include the statutory value-added tax. Any additional delivery and shipping costs are specified separately in the respective product description.

4.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases, which the Seller is not responsible for and which the Customer must bear. These include, for example, costs for money transfers by credit institutions (e.g., transfer fees, exchange rate fees) or import duties or taxes (e.g., customs duties). Such costs may also arise in relation to money transfers 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.

4.3 The payment options are communicated to the Customer in the Seller's online shop.

4.4 If prepayment by bank transfer is agreed upon, the payment is due immediately after the conclusion of the contract, unless the parties have agreed on a later due date.

4.5 When selecting a payment method offered via the payment service "PayPal," the payment processing is carried out via PayPal, which may also use the services of third-party payment service providers. If the Seller also offers payment methods via PayPal where the Seller makes an advance payment to the Customer (e.g., purchase on account or installment payment), the Seller assigns its payment claim to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller's assignment declaration, PayPal or the payment service provider commissioned by PayPal conducts a credit check using the transmitted Customer data. The Seller reserves the right to refuse the selected payment method to the Customer in the event of a negative check result. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the Customer can only make payments to PayPal or the payment service provider commissioned by PayPal with a debt-discharging effect. However, the Seller remains responsible for general Customer inquiries, e.g., regarding the goods, delivery time, shipping, returns, complaints, withdrawal declarations, and returns or credit notes.

4.6 When selecting a payment method offered via the payment service "Ratepay" (e.g., Ratepay invoice, Ratepay prepayment, Ratepay direct debit, Ratepay installment payment), the payment processing is carried out by Ratepay GmbH, Franklinstrasse 28-29, 10587 Berlin (hereinafter "Ratepay"), to whom the Seller assigns its claim against the Customer. The specific Ratepay payment methods offered by the Seller are communicated to the Customer on the Seller's website. The Customer can only make payments to Ratepay with a debt-discharging effect. However, the Seller remains responsible for general Customer inquiries (e.g., regarding the goods, delivery time, shipping, returns, complaints, withdrawal declarations, and returns or credit notes). In all other respects, the general payment terms of Ratepay apply, which can be accessed here: https://www.ratepay.com/legal-payment-terms/

4.7 When selecting the payment method purchase on account, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid without deduction within the period specified on the invoice, unless otherwise agreed. The Seller reserves the right to offer the payment method purchase on account only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the Seller will inform the Customer of a corresponding payment restriction in their payment information in the online shop.

4.8 When selecting the payment method "PayPal Invoice," the Seller assigns its payment claim to PayPal. Before accepting the Seller's assignment declaration, PayPal conducts a credit check using the transmitted Customer data. The Seller reserves the right to refuse the Customer the payment method "PayPal Invoice" in the event of a negative check result. If the payment method "PayPal Invoice" is approved by PayPal, the Customer must pay the invoice amount to PayPal within 30 days of receiving the goods, unless PayPal specifies a different payment term. In this case, the Customer can only make payments to PayPal with a debt-discharging effect. However, the Seller remains responsible for general Customer inquiries, e.g., regarding the goods, delivery time, shipping, returns, complaints, withdrawal declarations, and returns or credit notes. In addition, the general terms of use for the use of PayPal's purchase on account apply, which can be accessed at https://www.paypal.com/de/webapps/mpp/ua/pui-terms.

4.9 If the payment method "PayPal Direct Debit" is selected, PayPal will collect the invoice amount from the customer's bank account after a SEPA direct debit mandate has been issued, but not before the deadline for the pre-notification has expired. A pre-notification is any communication (e.g., invoice, policy, contract) to the customer that announces a debit via SEPA direct debit. If the direct debit is not honored due to insufficient funds or due to the provision of incorrect bank details, or if the customer objects to the debit without being entitled to do so, the customer shall bear the fees incurred by the respective financial institution as a result of the chargeback, provided they are at fault.

5) Delivery and Shipping Conditions

5.1 If the seller offers shipping of the goods, delivery will be made within the delivery area specified by the seller to the delivery address provided by the customer, unless otherwise agreed. The delivery address specified in the seller’s order processing is decisive for the transaction.

5.2 For goods delivered by freight forwarder, delivery shall be made “free curbside,” i.e., to the nearest public curbside to the delivery address, unless otherwise stated in the shipping information in the seller’s online shop and unless otherwise agreed.

5.3 If delivery fails for reasons attributable to the customer, the customer shall bear the reasonable costs incurred by the seller as a result. This does not apply to the costs of the original shipment if the customer effectively exercises their right of withdrawal. For return shipping costs, the provisions in the seller's cancellation policy shall apply in the event of an effective exercise of the right of withdrawal by the customer.

5.4 If the customer acts as a business customer, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. If the customer acts as a consumer, the risk of accidental loss and accidental deterioration of the goods sold generally passes to the customer or a person authorized to receive the goods only upon handover. By way of derogation from this, the risk of accidental loss and deterioration passes to the customer as soon as the seller hands over the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment if the customer has commissioned such a person or institution and the seller has not previously named them to the customer.

5.5 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This applies only if the seller is not responsible for the non-delivery and has concluded a concrete covering transaction with the supplier with due diligence. The seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately, and any consideration already paid will be refunded immediately.

5.6 If the seller offers collection of the goods, the customer may collect the ordered goods during the business hours indicated by the seller at the address specified by the seller. In this case, no shipping costs will be charged.

6) Retention of Title

6.1 In the case of consumers, the seller retains ownership of the delivered goods until the purchase price owed has been paid in full.

6.2 In the case of business customers, the seller retains ownership of the delivered goods until all claims arising from the ongoing business relationship have been fully settled.

6.3 If the customer is a business customer, the following shall also apply:

In the event of processing the delivered goods, the seller shall be considered the manufacturer and shall acquire ownership of the newly created goods. If the processing is done together with other materials, the seller shall acquire co-ownership in proportion to the invoice values of the seller’s goods to those of the other materials. If the seller’s goods are combined or mixed with a customer’s item and that item is considered the main item, co-ownership of the item shall pass to the seller in proportion to the invoice value of the seller’s goods to the invoice or—if not available—market value of the main item. In such cases, the customer shall be deemed the custodian.

Items subject to retention of title or rights may not be pledged or assigned as security by the customer. The customer is only entitled to resell the reserved goods in the ordinary course of business. The customer assigns to the seller in advance all claims arising from such resale against third parties in the amount of the respective invoice value (including VAT). This assignment shall apply regardless of whether the goods have been resold without or after processing. The customer remains authorized to collect these claims even after the assignment. The seller’s right to collect the claims itself remains unaffected. However, the seller will not collect the claims as long as the customer meets their payment obligations, is not in default, and no application for the opening of insolvency proceedings has been filed.

The customer must inform the seller immediately of any access to goods owned or co-owned by the seller or to the assigned claims. Amounts collected by the customer from the assigned claims must be immediately forwarded to the seller to the extent the seller’s claims are due.

If the value of the seller's security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding portion of the security rights at the customer’s request.

7) Warranty for Defects (Liability for Defects)

Unless otherwise provided below, the statutory provisions regarding liability for defects shall apply. In deviation from this, the following shall apply to contracts for the delivery of goods:

7.1 If the customer is a business customer:

• the seller shall have the choice of the type of subsequent performance;

• the limitation period for claims for defects in new goods shall be one year from delivery of the goods;

• rights for defects in used goods are excluded;

• the limitation period does not begin anew if a replacement delivery is made within the scope of liability for defects.

7.2 The above-mentioned limitations of liability and shortened time limits shall not apply:

• for claims for damages and reimbursement of expenses by the customer,

• in the event that the seller has fraudulently concealed the defect,

• for goods that have been used in accordance with their usual purpose for a building and have caused its defectiveness,

• for any existing obligation of the seller to provide updates for digital products in contracts for the supply of goods with digital elements.

7.3 Furthermore, for business customers, the statutory limitation periods for any existing statutory right of recourse remain unaffected.

7.4 If the customer is a merchant within the meaning of § 1 HGB (German Commercial Code), they shall be subject to the commercial duty to examine and give notice of defects pursuant to § 377 HGB. If the customer fails to comply with the notification obligations specified therein, the goods shall be deemed approved.

7.5 If the customer is a consumer, they are requested to report goods with obvious transport damage to the carrier and to inform the seller. Failure to do so has no effect on the customer's statutory or contractual claims for defects.

8) Liability

The seller shall be liable to the customer for all contractual, quasi-contractual, and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:

8.1 The seller shall be liable without limitation for any legal reason:

• in case of intent or gross negligence,

• in case of intentional or negligent injury to life, body, or health,

• on the basis of a guarantee promise, unless otherwise specified,

• due to mandatory liability, such as under the Product Liability Act.

8.2 If the seller negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable, contract-typical damage, unless unlimited liability applies in accordance with the above paragraph. Essential contractual obligations are those duties that the contract imposes on the seller according to its content for achieving the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the customer may regularly rely.

8.3 In all other respects, the seller’s liability is excluded.

8.4 The above liability provisions also apply with regard to the liability of the seller for its agents and legal representatives.

9) Special Conditions for the Processing of Goods According to the Customer’s Specifications

9.1 If, according to the content of the contract, the seller is also obliged to process the goods in accordance with the customer's specifications in addition to delivering the goods, the customer must provide the seller with all content required for this processing, such as texts, images, or graphics, in the file formats, formatting, image and file sizes specified by the seller and must grant the seller the necessary rights of use. The customer alone is responsible for obtaining and acquiring the rights to these contents. The customer declares and assumes responsibility that they have the right to use the content provided to the seller. In particular, they must ensure that this does not infringe the rights of third parties, especially copyrights, trademark rights, and personal rights.

9.2 The customer shall indemnify the seller against claims of third parties which they may assert against the seller in connection with a violation of their rights due to the contractual use of the customer’s content by the seller. The customer shall also bear the necessary costs of legal defense, including all court and attorney’s fees in the statutory amount. This does not apply if the infringement was not attributable to the customer. In the event of a claim by a third party, the customer is obliged to provide the seller with all information truthfully and completely that is required for the examination of the claims and a defense.

9.3 The seller reserves the right to reject processing orders if the contents provided by the customer violate legal or official prohibitions or offend common decency. This applies in particular to the provision of content that is unconstitutional, racist, xenophobic, discriminatory, offensive, harmful to minors, and/or glorifies violence.

10) Applicable Law

10.1 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws on the international sale of movable goods. In the case of consumers, this choice of law applies only to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the country in which the consumer has their habitual residence.

10.2 Furthermore, this choice of law does not apply with regard to the statutory right of withdrawal for consumers who, at the time of concluding the contract, are not nationals of a member state of the European Union and whose sole place of residence and delivery address at the time of concluding the contract are outside the European Union.

11) Place of Jurisdiction

If the customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller’s registered office. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller’s registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the professional or commercial activity of the customer. However, the seller shall in all cases also be entitled to appeal to the court at the customer’s place of business.

12) Code of Conduct

• The seller has submitted to the Trusted Shops quality criteria, which can be viewed online at: https://www.trustedshops.com/tsdocument/TS_QUALITY_CRITERIA_de.pdf

13) Alternative Dispute Resolution

The seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.