(1) These General Terms and Conditions (GTC) apply to all contracts for the purchase of goods concluded between CDS IT-Systeme GmbH, Edisonstr. 19, 32791 Lage, Germany (hereinafter “CDS”) and its customers via the online shops operated by CDS.
(2) CDS's offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are excluded.
(3) Conflicting, deviating or supplementary general terms and conditions of the customer shall not become part of the contract unless CDS expressly agrees to their validity in text form. This consent requirement applies in all cases, in particular even if CDS carries out delivery without reservation in knowledge of the customer's general terms and conditions.
(1) Via its online shops, CDS sells products from its own stock as well as products from third parties (manufacturers, suppliers and sales partners). Irrespective of the origin, ownership or delivery route of the goods, the purchase contract is concluded exclusively between CDS and the customer. CDS is the sole contractual partner and issuer of invoices to the customer. CDS is entitled to use third parties, in particular manufacturers, suppliers or logistics partners, to fulfil the contract.
(2) The presentation of products in CDS's online shops, catalogues, price lists or other sales media does not constitute a legally binding offer, but a non-binding invitation to place an order.
(3) By submitting an order via the online shop, the customer makes a binding offer to conclude a purchase contract.
(4) Receipt of an order is confirmed to the customer electronically. Such confirmation does not yet constitute acceptance of the offer.
(5) The contract is only concluded upon express order confirmation by CDS in text form.
(6) CDS is entitled to reject orders without giving reasons, in particular if ordered products are not available, there are obstacles to delivery or there are indications of an abusive order.
(7) If an ordered product is not available and CDS therefore does not accept the customer's offer, the customer will be informed of this without undue delay. Any payments already made will be refunded.
(1) All prices are in euros plus the applicable statutory value added tax.
(2) Shipping, packaging and other ancillary costs are shown separately where applicable.
(1) The payment methods available in each case are displayed to the customer during the ordering process.
(2) Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date.
(3) In the event of late payment, the statutory provisions apply. CDS is entitled to claim default interest and further damages caused by default.
(4) CDS reserves the right to make deliveries dependent on advance payment or the provision of appropriate security, in particular for new customers, deliveries abroad or where there are indications of an increased risk of default.
(5) The customer is only entitled to set-off or retention insofar as its counterclaims have been finally established by a court, are undisputed or are ready for decision.
(1) Delivery dates and delivery periods are non-binding unless they have been expressly agreed as binding.
(2) Information on delivery times, stock levels and product availability in the online shops is for information purposes only and does not constitute a binding commitment.
(3) CDS is entitled to make partial deliveries insofar as these are reasonable for the customer.
(4) Delivery is made ex warehouse or by shipping service providers commissioned by CDS.
(5) Delivery periods are extended appropriately in the event of force majeure, official measures, supply chain disruptions or other circumstances for which CDS is not responsible.
(6) CDS's obligation to deliver is subject to correct and timely self-delivery by its suppliers. If CDS is not supplied, or not supplied on time, despite having concluded a corresponding covering transaction, CDS is entitled to withdraw from the contract. In this case, any payments already made will be refunded.
(1) The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover of the goods to the transport company, the carrier or any other person designated to carry out the shipment.
(2) If shipment is delayed for reasons for which the customer is responsible, the risk passes to the customer upon notification that the goods are ready for dispatch.
(1) The goods delivered remain the property of CDS until full payment of all present and future claims arising from the business relationship.
(2) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. Pledging or transfer by way of security is not permitted.
(3) The customer hereby assigns to CDS the claims against third parties arising from the resale of the goods subject to retention of title in the amount of the respective invoice value of these goods. CDS hereby accepts this assignment.
(4) The customer remains entitled to collect the claims assigned to CDS until this authorisation is revoked. CDS is entitled to revoke the authorisation to collect if the customer does not properly meet its payment obligations towards CDS.
(5) In the event of conduct by the customer in breach of contract, in particular default of payment, CDS is entitled to reclaim the goods subject to retention of title in accordance with the statutory provisions.
(1) Product images, technical data, descriptions and other information are provided for general information and may differ slightly from the products actually delivered.
(2) Manufacturer-related technical changes, model adjustments and customary deviations are reserved insofar as they do not impair the contractual use of the goods.
(3) Used or refurbished products may show signs of wear due to age and use, insofar as these do not impair functionality or are stated in the product description.
(1) The statutory provisions apply to defects in the goods delivered unless otherwise stipulated below.
(2) The limitation period for claims for defects is 12 months for new goods and 6 months for used goods from the transfer of risk.
(3) In the event of a defect, CDS is entitled, at its own discretion, to remedy the defect or to make a replacement delivery.
(1) The customer must inspect the goods delivered for completeness, transport damage and recognisable defects without undue delay after receipt.
(2) Obvious defects must be notified to CDS in text form without undue delay, at the latest within five working days of receipt of the goods.
(3) Hidden defects must be notified without undue delay after their discovery.
(4) In all other respects, the duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) applies.
(1) Complaints must be notified to CDS without undue delay after a defect or other issue has been identified, stating the order or invoice number and describing the matter as precisely as possible.
(2) At CDS's request, the customer must provide further information, in particular serial numbers, photos or other evidence required to process the complaint.
(3) CDS reviews the complaint and decides on how to proceed. Processing takes place in accordance with the statutory warranty rights and any manufacturer guarantees.
(4) Goods subject to a complaint may only be returned after prior agreement with CDS.
(1) Defect-free goods will only be taken back with the prior consent of CDS.
(2) There is no entitlement to take-back.
(3) CDS reserves the right to agree to a take-back only against payment of reasonable handling or restocking costs.
(4) Special procurements, individually configured products and products ordered or manufactured to customer specifications are excluded from take-back.
Any manufacturer guarantees exist exclusively vis-à-vis the respective manufacturer. Their scope and conditions are set out in the respective guarantee terms. Statutory warranty claims against CDS remain unaffected.
(1) CDS is liable without limitation for damage caused by intent or gross negligence on the part of CDS, its legal representatives or vicarious agents.
(2) In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), CDS's liability is limited to the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely.
(3) In all other respects, CDS's liability for slight negligence is excluded.
(4) Liability for lost profits, lost savings, business interruptions, production downtime and other indirect damage is excluded to the extent permitted by law.
(5) The above limitations of liability do not apply to damage resulting from injury to life, body or health, to fraudulently concealed defects, to the assumption of a guarantee or to claims under the German Product Liability Act.
(6) Insofar as CDS's liability is excluded or limited, this also applies to the personal liability of its legal representatives, employees and vicarious agents.
Information on the processing of personal data can be found in CDS's privacy policy in its currently valid version.
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship between CDS and the customer is the registered office of CDS IT-Systeme GmbH.