General terms and conditions

General Terms and Conditions and Consumer Information of SHP Primaflex GmbH

valid only for the online store store.shp-primaflex.com (as of 31.03.2015)

I. General Terms and Conditions

1. validity of the conditions

1.1 Distance contracts with the company SHP Primaflex GmbH via the online store shp-primaflex.com/shop are based on these General Terms and Conditions. Any terms and conditions of purchase used by you when placing an order are hereby rejected, unless we agree otherwise with you.

1.2 Our offer is mainly aimed at entrepreneurs / traders / self-employed. And to adults, i.e. consumers who have reached the age of 18.

1.3 A consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity. Entrepreneurs within the meaning of the Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom we enter into a business relationship and who act in the exercise of a commercial or independent professional activity.

2. conclusion of contract

2.1 Our offers provided for distance selling do not constitute a binding offer, but a non-binding invitation to you to order goods from us by online order, telephone or fax. In the case of an online order, you place a binding order for the items that you have previously placed in the shopping cart by clicking on the button "order subject to payment". After receipt of your order, it will be confirmed by us immediately by e-mail or fax, in which the details of the order are listed and the contract information / GTC are included (order confirmation). This order confirmation does not constitute an acceptance of your online offer.

2.2 A purchase contract, i.e. the binding acceptance of the order with you, shall only be concluded upon express acceptance of the order in text form (order confirmation by letter, fax or e-mail) or delivery of the goods(s) to you. In this respect, we are entitled to accept your contract offer within 3 working days after receipt of the order. If we do not accept your contract offer and you have already made payment, we will of course refund it to you.

2.3 The contract is concluded with the company: SHP Primaflex GmbH, Zeiss-Straße 3-5, 23626 Ratekau, registered in the Commercial Register of the Local Court of Lübeck under HRB 377 BS.

2.4 Since the conclusion of the contract and further order processing with you is done by e-mail (e.g. order confirmation), you are obliged to ensure that the e-mail address you have provided for order processing is activated, so that e-mails sent to you for order processing are also received. In particular, when using spam filters, you must ensure that the order confirmation, as well as all other e-mails sent to you in connection with order processing, can be delivered to you. In the course of order processing, we may pass on your e-mail address to the shipping company for the purpose of delivery notification.

3. prices, shipping costs

3.1 All prices quoted are prices in euros (EUR) plus the statutory value added tax applicable in Germany. Cash discount is not granted. The amount of the costs for packaging and shipping can be found in the respective product offers under shipping or the other offer pages. In the shopping cart, the price/amount is also stated including the applicable statutory VAT. Shipping costs are also listed.

3.2 If delivery to the address you have provided is not possible, e.g. because the address information was incorrect, we may charge you for the costs of the unsuccessful shipment. This does not apply in cases where you are not responsible for the impossibility of delivery or were only temporarily prevented from accepting delivery.

4 Delivery, transfer of risk, reservation of self-delivery

4.1 If necessary, we will inform you about delivery conditions and delivery restrictions on the offer's web pages. The delivery times are based on our information on the websites of the offer.

4.2 If you are a consumer, we shall bear the shipping risk in any case, regardless of the shipping method. If you are an entrepreneur, all risks and dangers of the shipment shall pass to you as soon as the goods have been handed over to the shipping company commissioned by us.

4.3 We reserve the right not to deliver the goods in the event of their unavailability or, if it is reasonable for you with appropriate justification, to deliver them only partially (reservation of self-supply). In both cases we will inform you immediately that the ordered goods are not available and that any consideration already paid by you will be refunded immediately. However, the reservation of self-delivery shall only apply in the event that we have concluded a specific covering transaction in good time and are not responsible for the lack of availability or we ourselves have been let down by our upstream supplier through no fault of our own and the performance of our upstream supplier is not merely delayed. Further legal claims on your part remain unaffected by this.

5. liability

5.1 If you are a consumer, the following applies:

5.1.1 An outgoing goods inspection is always carried out prior to delivery of the goods, but we recommend in your own interest that you check the delivered goods upon receipt. If you find any damage or incorrect delivery, please contact us as soon as possible so that we can coordinate the further procedure with you.

5.1.2 If you should already notice packaging and/or transport damage upon delivery, we ask you to have this confirmed in writing by the carrier upon handover and to notify us. We will then coordinate the further procedure with you. We recommend that you keep the damaged packaging for evidence purposes if possible.

5.1.3 If you fail to comply with the aforementioned provisions in Sections 5.1.1 and 5.1.2, this shall have no effect on the warranty rights to which you are entitled.

5.1.4 A claim based on liability for material defects shall only exist if you have used the delivered goods for the intended purpose, in accordance with their intended use and not contrary to our recommendation.

5.2 If you are an entrepreneur, the following shall apply:

5.2.1 Liability for late delivery (vis-à-vis entrepreneurs)

(1) The Buyer must notify us in writing of any obvious defects without delay, but no later than two weeks after receipt of the respective goods. Hidden defects that cannot be discovered within this period even with careful inspection must be notified to us in writing immediately after discovery.

(2) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB) or if, as a consequence of a delay in delivery for which we are responsible, the Purchaser can claim that its interest in the further performance of the contract has ceased to exist.

(3) We shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we (or our representative or vicarious agent) are responsible. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage. We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(4) Furthermore, in the event of a delay in delivery, we shall be liable for each completed week of delay only within the scope of a lump-sum compensation for delay in the amount of 1% of the delivery value, up to a maximum of 15% of the delivery value.

(5) Occurring delivery difficulties of our upstream suppliers shall entitle us to make use of reasonable subsequent delivery periods and to withdraw from the contract in whole or in part if these are of a permanent nature. In this case, we undertake to inform the purchaser immediately about the non-availability and to reimburse counter-performances without delay.

5.2.2 Liability for material defects (vis-à-vis contractors)

(2) A claim based on liability for material defects shall only exist if the Buyer has used the delivered goods for the intended purpose, in accordance with the intended use and not contrary to our recommendation.

(3) Insofar as the purchased item is defective, we shall be obligated, at our discretion, to provide subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of subsequent performance, we shall bear the necessary expenses only up to the amount of the purchase price. If the subsequent performance fails, the purchaser shall be entitled to demand rescission or reduction at his discretion.

(4) We shall be liable in accordance with the statutory provisions insofar as the Buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, too, liability for damages shall be limited to the foreseeable, typically occurring damage.

(6) Liability for culpable injury to life, limb or health shall remain unaffected; this shall also apply to mandatory liability under the Product Liability Act.

(7) Unless otherwise stipulated above, liability is excluded.

(8) The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it expires at the latest two months after the point in time at which the purchaser has fulfilled the consumer's claims.

(9) Defects of a part of the delivered goods do not entitle to complain about the entire delivery, provided that the delivery is divisible.

5.3 Compensation for Damages (vis-à-vis Entrepreneurs)
Any further liability for compensation for damages than provided for in Clauses 5.2.1 and 5.2.2 shall be excluded irrespective of the legal nature of the asserted claim. This shall apply in particular to claims for damages arising from culpa in contrahendo, from other breaches of duty or from tortious claims for compensation for damage to property pursuant to Section 823 of the German Civil Code (BGB). This limitation shall also apply insofar as the purchaser demands compensation for useless expenditure instead of a claim for compensation for damage in lieu of performance. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

6. retention of title

Until full payment of the goods by you, the goods remain our property.

7. value replacement after revocation

If you exercise your right of revocation and revoke the contract, it shall be deemed agreed, notwithstanding Section 346 (2) No. 3 of the German Civil Code (BGB), that you shall compensate us for any loss in value of the goods if such loss in value is due to handling of the goods that was not necessary for the purpose of inspecting the quality, characteristics and functioning of the goods. The foregoing shall only apply if we have duly informed you of your right of cancellation in accordance with Article 246a § 1 Paragraph 2 Sentence 1 Number 1 of the Introductory Act to the German Civil Code (EGBGB).

8. withdrawal from the contract

8.1 We shall be entitled to withdraw from the contract, even with regard to an outstanding part of the delivery or service, if you have made false statements about your creditworthiness or objective reasons have arisen with regard to your ability to pay or the opening of insolvency proceedings against your assets or the rejection of such proceedings for lack of assets covering costs becomes known. Before withdrawal, you will be given the opportunity to make an advance payment or to provide suitable security.

8.2 Notwithstanding any claims for damages, in the event of a partial withdrawal, any partial performance already rendered shall be settled in accordance with the contract and paid by you.

9. applicable law, place of jurisdiction

9.1 The law of the Federal Republic of Germany shall apply to the contractual relationship between us and you as well as to the respective terms and conditions. The UN Convention on Contracts for the International Sale of Goods is excluded. This choice of law clause shall not apply to consumers insofar as they have their usual place of residence in another state of our delivery area and are subject to deviating mandatory consumer protection regulations there.

9.2 If you are a merchant within the meaning of the German Commercial Code (HGB), a corporation under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contract and these GTC shall be Lübeck. The same shall apply if the customer does not have a general place of jurisdiction in Germany or the EU, or if your place of residence or your habitual abode is unknown to us at the time the action is brought. The right to sue you at another legal place of jurisdiction remains unaffected.

II. supplementary consumer information

As an online retailer, we are subject to a whole range of information obligations towards consumers. If we do not already fulfill these information obligations directly on the respective web pages of our offers, supplements are listed below.

1. technical steps up to the conclusion of the contract

When you have found the product you want, you can add it to the shopping cart by entering the order quantity and clicking the "Add to cart" button. You can view the contents of the shopping cart without obligation by clicking the button "My shopping cart" in the upper right area of the store. You can remove the products or their quantity there by clicking the "trash can icon" behind each item or update the order quantity at "Quantity". If you then click "Proceed to checkout!" you can next request an individual offer or place a binding order. If you want to place a binding order, please enter your personal data in the next step. Then click on "Continue". You will be shown the shipping costs, then go to "Next". On the next page you can choose a payment method and send us an individual note one step further. If you click on "Next" again, you will see a summary of some data and entries that you can then check again and correct using the "Back" function of your browser. Please also tick the "AGB" box to indicate your agreement. By clicking the button "Order with obligation to pay" you conclude the order process bindingly. The process can no longer be canceled. The legal conclusion of the contract is then governed by Section 2 of Part I of these Terms and Conditions.

2. contract text storage/printout

Order data and contract text are not stored electronically by us. Through the print function of your browser, you have the option to print out individual order data and terms and conditions. You can also save the respective Internet page by clicking on the right mouse button to save the Internet page on your computer.

3. correction possibility

You have the possibility to correct input errors that have crept in during the filling out of the order, before the final sending of your order via the back button of your browser.

4. code of conduct

We have not subjected ourselves to any particular code of conduct (set of rules).

5. information on the existence of a statutory right of liability for defects

Liability for defects vis-à-vis consumers shall be governed by Section 5.1 of our GTC (see I. above).