1.1 These General Terms and Conditions of Sale apply to all deliveries of products (hereinafter referred to as „Products“) and related services provided by BOXLAB Services GmbH, Mundenheimer Str. 100, 67061 Ludwigshafen, Germany (hereinafter referred to as „Seller“).
1.2 Seller’s offers via the online shop are directed exclusively at buyers (hereinafter referred to as „Buyer/Buyers“) who are entrepreneurs (Sec. 14 BGB), a legal entity under public law or a special fund under public law. The sale to consumers (Sec. 13 BGB) is excluded.
1.3 The Products are sold exclusively on the basis of these General Conditions of Sale. The general terms and conditions of Buyer are not applicable. This also applies if Seller does not expressly reject Buyer’s general terms and conditions in individual cases.
2. Offer and acceptance
2.1 All offers in the Online Shop are subject to change and non-binding and are to be understood as an invitation to Buyer to make Seller a binding purchase offer.
2.2 A binding purchase offer is made by Buyer by following through the order dialog of the Online Shop and selecting the button „Order“. Before doing so, Buyer can change his order or cancel the order process. Buyer is bound to his offer for two weeks. Automated order receipt confirmations do not represent a legally binding acceptance of the offer, but merely confirm receipt of the order. After a positive check of the order, Seller will send an order confirmation to the customer, which represents a legally binding acceptance of the offer. For customers who have already concluded a framework contract with the Seller that regulates the ordering process, the conclusion of the contract and order processing for orders via the online shop are primarily based on the provisions of the framework contract.
2.3 Seller is not obliged to accept orders. If payments have already been made by the customer when the offer is rejected, these will be refunded by Seller.
3. Product condition, specimens and samples, guarantees
3.1 Unless otherwise agreed, the quality of the Products is exclusively determined by the product specifications of Seller, which are available in the Online Shop. No specific product conditions or possible uses of the Products are promised by Seller beyond the product specifications. The risk of using the Products lies with Buyer.
3.2 The characteristics of samples and specimens are only binding if they have been expressly agreed upon as specifications of the Products. Information on condition and durability as well as other information are only guarantees if they have been expressly agreed and designated as such.
If Seller provides consulting services, this is done to the best of its knowledge. Data and information about the suitability and application of the Products do not exempt Buyer from carrying out his own tests and trials.
5. Prices and payment terms
5.1 The prices displayed in the Online Shop apply. The relevant price is the price at the time of the order. Seller is entitled to adjust the prices for the Products at any time. This has no influence on orders already placed and confirmed by Seller. Quoted prices are net prices unless they are explicitly stated as gross prices.
5.2 Unless otherwise stated, prices include packaging and shipping. In the event that the customer requests packaging that differs from the standard packaging or such packaging is required due to the products to be delivered, the corresponding packaging costs will be charged separately.
5.3 The customer does not acquire any right to the tools themselves through any remuneration of cost shares for tools.
5.4 In the event that the costs for the provision of services by BOXLAB change significantly between the conclusion of the contract and the time the service is provided, BOXLAB is entitled to request a corresponding adjustment of the price. In the event of a price increase of more than 5%, the customer is entitled to withdraw from the contract.
5.5 Invoices are to be paid within 14 days of the invoice date by bank transfer without deduction to the BOXLAB bank account stated on the invoice. Other means of payment are only permitted with the express prior consent of BOXLAB.
6.1. Deliveries are carried out by the shipping company selected and commissioned by Seller. The risk is transferred to Buyer when the Products are handed over to the shipping company.
6.2. Seller is entitled to make and invoice partial deliveries, provided that the partial delivery is of use for Buyer within the scope of the contractual purpose, the delivery of the remaining ordered Products is guaranteed and Buyer does not incur any significant additional work or costs (unless Seller agrees to bear these costs).
6.3 If the customer is entitled to call up partial services, calls for individual partial services are to be issued in as even time periods and quantities as possible and in good time so that proper production and delivery is possible on the desired date.
6.4. Deadlines and dates for deliveries and services given by Seller are always only approximate and subject to change. This also applies to delivery dates and deadlines that are stated in the online shop or on the order confirmation.
6.5 Deviations of the delivery quantities from the order quantities are permitted up to 10%, both with regard to the total final quantity as well as with regard to the individual partial delivery.
7. Transport damages
Complaints for transport damages must be reported by Buyer directly to the shipping company, with a copy to Seller, within the special time limits provided for this purpose.
8. Observance of statutory laws
Unless otherwise agreed in individual cases, Buyer is responsible for observing legal and official regulations concerning import, transport, storage and use of the Products.
9. Payment default
9.1 If set payment deadlines, in the event of purchase on account fourteen (14) days after the invoice date, are exceeded, Buyer is in default without a separate reminder being required.
9.2 The non-payment of the purchase price on time constitutes a material breach of contractual obligations.
9.3 If Buyer is in default of payment, Seller is entitled to charge interest on arrears, if invoiced in euros, at a rate of 9 percentage points above the base interest rate announced by the German Federal Bank valid at the time of the occurrence of default. The right of Seller to claim further damages caused by default remains unaffected.
10. Buyer‘s rights in cases of product defects
10.1 Buyer must check the Products for defects immediately after receipt. Defects in the Products that can be detected during a proper inspection must be reported to Seller immediately, at the latest within eight (8) days after receipt of the products; other defects must be reported to Seller immediately, at the latest within eight (8) days after detection. The notification must be made in writing and must precisely describe the type and extent of the defects.
10.2 If the Products are defective and Buyer has duly notified Seller of this in accordance with the preceding paragraph, Buyer is entitled to the legal rights with the following provisions
a) Seller initially has the right, at its discretion, to either remedy the defect or to deliver defect-free products to Buyer (subsequent performance).
b) Seller reserves the right to make two attempts at subsequent performance. If the supplementary performance fails or is unreasonable for Buyer, Buyer may either withdraw from the contract or demand a reduction of the purchase price.
c) With respect to claims for damages and compensation for futile expenditure due to a defect, the following section (Liability) applies.
11.1 Seller is generally liable for damages in accordance with the statutory provisions. Seller is liable for damages – regardless of the legal basis – within the scope of liability for culpability in cases of intent and gross negligence. In the case of a simple negligent violation of essential contractual obligations (obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely), Seller’s liability is limited to the compensation of typical, foreseeable damages; in the case of a simple negligent violation of non-essential contractual obligations, Seller’s liability is excluded.
11.2 The limitations of liability as per the preceding paragraph shall not apply
a) for damages resulting from injury to life, body or health, which are based on a negligent breach of duty by Seller or an intentional or negligent breach of duty by a legal representative or vicarious agent of Seller;
b) if Seller has fraudulently concealed a defect;
c) insofar as Seller has assumed a guarantee for the quality of a Product;
d) for claims of Buyer according to the product liability law.
12. Statute of limitations
12.1 The limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
12.2 The limitation period for contractual and tortious claims for damages is one year from the statutory commencement of the limitation period.
12.3 Notwithstanding preceding paragraphs, the statutory limitation periods shall apply in the following cases:
a) In the case of buildings as well as objects that have been used for a building in accordance with their usual purpose and have caused its defectiveness (Sec. 438 para. 1 no. 2 BGB);
b) In the case of a right in rem of a third party or a right entered in the land register (Sec. 438 para. 1 No. 1 BGB);
c) in the case of special statutory provisions (e.g. Sec. 444, 445 b BGB);
d) in case of intent or gross negligence;
e) in the cases of Sec. 12.2.
13. Right to offset, Right of retention
Buyer is only entitled to offset or to assert rights of retention if his counterclaims are undisputed or have been legally established.
In case of justified doubts about Buyer’s ability to pay, in particular in case of default of payment, Seller may, subject to further claims, revoke payment terms granted and make further deliveries dependent on the granting of other securities or advance payments. Alternatively, Seller is entitled to withdraw from the contract.
15. Retention of title
15.1 Seller retains ownership of the delivered Products in any case until the purchase price has been paid in full.
15.2 If Buyer has paid the purchase price for the delivered Products, but other liabilities arising from the business relationship with Seller have not yet been fully paid by Buyer, Seller also retains ownership of the delivered Products until all liabilities have been paid in full.
15.3 If Buyer processes the Products delivered by Seller, Seller is considered the manufacturer and directly acquires ownership of the newly created goods. If the processing takes place together with other materials, Seller directly acquires co-ownership of the new goods in the ratio of the invoice value of the products delivered by Seller to that of the other materials.
15.4 If the Products delivered by Seller are combined or mixed with a Buyer’s item in such a way that Buyer’s item is to be regarded as the main item, it is agreed that Buyer transfers co-ownership of the main item to Seller in the ratio of the invoice value of the goods delivered by Seller to the invoice value (or, in the absence of such, to the market value) of the main item. Buyer keeps the sole ownership or co-ownership thus created for Seller free of charge.
15.5 Buyer is entitled to dispose of the Products owned by Seller in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with Seller in a timely manner. Buyer assigns all claims from the sale of Products to which Seller has reserved ownership to Seller at the time of the conclusion of the contract with Seller; if Seller has acquired co-ownership in the case of processing, combining or mixing, the assignment is made in the ratio of the value of the Products delivered by Seller under reservation of ownership to the value of the goods owned by third parties. Acknowledged balance claims from current account agreements are already assigned by Buyer to Seller at the time of the conclusion of the contract with Seller in the amount of Seller’s then still outstanding claims.
15.6 At the request of Seller, Buyer must provide Seller with all necessary information about the stock of Products owned by Seller and about the claims assigned to Seller. Likewise, at the request of Seller, Buyer must mark the products owned by Seller as such and inform his customers of the assignment.
15.7 If Buyer is in default of payment, Seller is entitled to demand the temporary return of the Products owned by Seller and to revoke Buyer’s authorization to sell and process the Products subject to retention of title at Buyer’s expense even without withdrawing from the contract and without setting a grace period.
15.8 At Buyer’s request, Seller is obligated to release the securities to which it is entitled to the extent that the realizable value of the securities exceeds Seller’s open claims by more than 10%. Seller may select the securities to be released.
16. Force Majeure
If events and circumstances, the occurrence of which is beyond the control of Seller (such as natural disasters, epidemics, war, labour disputes, shortage of raw materials and energy, traffic and operational disruptions, fire and explosion damage, public law decrees), reduce the availability of the goods from the facility from which Seller obtains the goods, so that Seller cannot fulfil its contractual obligations (taking into account other internal or external delivery obligations on a pro-rata basis), Seller is (i) released from its contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the goods from third parties. Sentence 1 also applies if the events and circumstances make the execution of the affected business sustainably uneconomical for Seller or are present at Seller’s suppliers. If these events last longer than three (3) months, Seller is entitled to withdraw from the contract.
17. Place of payment
Regardless of the place where the goods or documents are handed over, the place of performance for Buyer’s payment obligation is Seller’ registered office.
18. Data protection
18.1 If Seller provides Buyer with personal data of its employees or other persons (hereinafter referred to as „Personal Data“) within the framework of the execution of the contract or if Buyer gains knowledge of this Personal Data in any other way, the following provisions apply. Personal Data which is disclosed in the aforementioned manner and not processed on behalf of Seller may only be processed by Buyer for the purpose of fulfilling the contract and may not – except where legally permissible – be processed in any other way, in particular disclosed to third parties and/or analysed for Buyer’s own purposes and/or used to create profiles. This also applies in the event that anonymous data is used.
18.2 Buyer shall ensure that Personal Data is only made available to those employees of Buyer who are used for the execution of the relevant contract and only to the extent necessary for the execution of this contract (need-to-know principle). Buyer shall organise its internal organisation in such a way that it meets the requirements of the applicable data protection law, in particular by taking technical and organisational measures to adequately secure the Personal Data against misuse and loss.
18.3 Buyer shall not acquire any rights to the Personal Data and shall be obliged to correct, delete and/or restrict the processing of the Personal Data at any time in accordance with the statutory requirements. Rights of retention with regard to personal data are excluded.
18.4 In addition to his legal obligations, Buyer shall inform Seller immediately, at the latest within 24 hours, of any violation of the protection of Personal Data, especially in the event of loss. Upon termination of the relevant contract, Buyer shall delete the personal data, including all copies made, in accordance with the legal requirements.
The exclusive place of jurisdiction is the location of Seller’s registered office. Seller is, however, entitled to file suit at Buyer’s general place of jurisdiction.
20. Applicable law
The contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of German international private law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980.
21. Language of the contract
If these General Conditions of Sale are made known to Buyer in a language other than the language in which the contract is concluded (contractual language), this is done only for the purpose of facilitating understanding. In the event of differences in interpretation, the text in the language of the contract shall apply.
As of March 1, 2022