Terms and conditions (B2B)

Note: These terms and conditions are addressed exclusively to businesses (§ 14 BGB). They are provided as a carefully structured draft and should be reviewed by a German lawyer and adapted to the actual business model before publication. The German version is the legally binding one.

§ 1 Scope

(1) These terms and conditions apply exclusively to all business relations between Polyvalent UG (haftungsbeschränkt) ("Seller") and the Customer.

(2) Only a business within the meaning of § 14 BGB, a legal person under public law or a special fund under public law may be a Customer. The Seller's offers are not directed at consumers.

(3) Conflicting or supplementary terms of the Customer become part of the contract only if the Seller has expressly agreed to them in writing.

§ 2 Offer and conclusion of contract

(1) Representations on the website, in the catalogue and in price lists are non-binding and do not constitute a legally binding offer.

(2) With an enquiry the Customer submits a binding offer to conclude a contract of sale. The contract is concluded only upon the Seller's written order confirmation or upon delivery of the goods.

(3) Unless stated otherwise, prices are net plus statutory VAT, packaging and shipping. Delivery and service periods are non-binding unless expressly confirmed in writing.

§ 3 Prices, payment, set-off

(1) Unless otherwise agreed the purchase price is due without deduction within 14 days of the invoice date. For new customers the Seller reserves the right to request advance payment.

(2) The Seller may require deposits for project goods.

(3) Set-off against counterclaims of the Customer is permitted only if such claims are undisputed or have been finally established. A right of retention exists only within the same contractual relationship.

§ 4 Delivery, shipping, transfer of risk

(1) Delivery times are guide values. For stock goods delivery is usually two to five working days from receipt of payment; for project goods by separate agreement.

(2) Shipping is DAP within the European Union, EXW Munich on request. Risk passes to the Customer on handover to the carrier unless otherwise agreed.

(3) Partial deliveries are permitted where reasonable for the Customer.

§ 5 Retention of title

(1) The goods remain the property of the Seller until all claims from the business relationship have been paid in full.

(2) The Customer must handle the goods with care and inform the Seller immediately if third parties seize the goods.

(3) Resale in the ordinary course of business is permitted. The Customer hereby assigns the resulting claims up to the amount of the outstanding purchase price to the Seller.

§ 6 Condition grades and characteristics

(1) The Seller supplies new goods unless the quotation expressly states a different condition grade (bulk, pull, refurbished, B-grade).

(2) For used or refurbished goods, signs of use consistent with age and usage do not constitute a defect provided functionality is unaffected.

(3) Capacity and performance figures are taken from manufacturer data. Deviations within usual manufacturer tolerances do not constitute a defect.

§ 7 Defect rights

(1) The Customer shall inspect the goods immediately, at the latest within 10 working days of receipt, and shall notify visible defects in writing. Hidden defects must be reported within 10 working days of discovery.

(2) For justified defect notices the Seller may choose to remedy the defect by replacement delivery or repair. If remedy fails twice, the Customer may declare a reduction or withdraw.

(3) The warranty period is 12 months from transfer of risk for new goods and 6 months for used and refurbished goods, to the extent legally permitted.

§ 8 Returns for businesses

(1) There is no statutory right of withdrawal. Returns take place exclusively after written approval by the Seller within 14 days of receipt and only with unopened original packaging.

(2) The Customer bears the cost of return. The Seller may charge a restocking fee of up to 15 % of the goods value.

§ 9 Liability

(1) The Seller is liable without limitation for intent and gross negligence and for injury to life, body and health.

(2) For slightly negligent breach of essential contractual duties, liability is limited to the typical, foreseeable damage.

(3) Otherwise liability is excluded, in particular for indirect damage, lost profit, data loss and business interruption.

§ 10 Export control and sanctions

(1) The Customer undertakes not to use, pass on or export the goods contrary to applicable export control and embargo regulations.

(2) The Seller may reject orders where there are indications of a breach of sanctions or export regulations.

§ 11 Data protection and confidentiality

The parties undertake to treat knowledge gained in the course of the business relationship as confidential. The privacy policy applies to the processing of personal data.

§ 12 Place of performance, jurisdiction, applicable law

(1) The place of performance and exclusive jurisdiction for all disputes is Munich, provided the Customer is a merchant, a legal person under public law or a special fund under public law.

(2) The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

(3) Should individual provisions of these terms be invalid, the validity of the remaining provisions remains unaffected.