Terms of service
1. SCOPE OF APPLICATION AND DEFINITIONS
1.1. These General Terms and Conditions of Sale, Delivery and Installation shall apply to all contracts concluded with ClipnShade GmbH via www.clip-shade.de or any other sales channels. Any contractual terms and conditions of the customer that conflict with or deviate from these terms shall not be accepted.
2. OFFER, CONCLUSION OF CONTRACT, RIGHT OF WITHDRAWAL
2.1. Our offers are directed exclusively at persons of full age and full legal capacity, as well as companies acting through their duly authorized representatives in the course of business.
2.2. Our offers do not constitute a binding offer, but rather an invitation to the customer to submit an offer.
2.3. The customer’s order constitutes a legally binding offer to conclude a contract. We are entitled to accept this offer within two business days. Acceptance shall take place by means of an express declaration to the customer by email or letter, enclosing these terms or referring to the text accessible on our website.
2.4. The automatically generated email sent after the customer places an order, confirming receipt of the order, does not yet constitute acceptance of the contract, but serves merely to inform the customer and to fulfill statutory information obligations.
2.5. In the case of contracts concluded in online trade, including by email or telephone, the customer has a right of withdrawal within 14 days from receipt of the goods pursuant to Sections 312 para. 1 and 355 of the German Civil Code (BGB). The withdrawal must be made in writing and in due time (date of dispatch) (contact details: ClipnShade GmbH, Sedanstraße 21b, 97082 Würzburg, Germany, telephone: 09391 205600, email: info@clipnshade.de).
3. DELIVERY
3.1. Delivery shall be made to the delivery address specified by the customer.
3.2. If the customer is obliged to pay in advance, the performance periods/delivery dates stated in our offers are subject to the customer making payment immediately after conclusion of the contract.
3.3. Delivery shall, where possible, be made in one shipment. However, we are entitled to make partial deliveries and provide partial services insofar as this is reasonable for the customer.
3.4. Delays in delivery occurring on our part or on the part of one of our suppliers/subcontractors due to force majeure or circumstances equivalent to force majeure (such as currency and trade policy measures or other sovereign measures, strikes, operational disruptions such as fire, machine defects, breakage, shortages of raw materials or energy) shall entitle us to postpone delivery for the duration of the hindrance. If performance of the contract becomes unreasonable for the customer as a result of the delay, the customer shall be entitled to withdraw from the contract. In the event of obstacles to performance that are not merely temporary, we shall be entitled to withdraw from the contract.
3.5. Our products are delivered exclusively as kits in the size ordered in each case. In the case of made-to-measure products, all components are cut to size but are not delivered fully assembled. The customer is solely responsible for the final assembly.
4. UNAVAILABILITY OF PERFORMANCE
4.1. Every offer is subject to self-supply. If the ordered goods are unavailable because we are not supplied by our supplier at the time of conclusion of the contract for unforeseeable reasons beyond our control, we shall have the right to withdraw from the contract. In such a case, we shall inform the customer without undue delay that delivery is not possible and shall reimburse any purchase price already paid without undue delay.
4.2. Liability for damages due to non-performance is excluded unless we acted with gross negligence or intent regarding the lack of availability; any liability for culpa in contrahendo shall remain unaffected.
5. PRICES AND SHIPPING COSTS
5.1. The prices stated by us include the applicable statutory value-added tax. The VAT shall be shown separately during the ordering process.
5.2. Any shipping costs incurred shall be displayed during the ordering process.
6. PAYMENT, INVOICING, DUE DATE AND DEFAULT
6.1. As a rule, we only accept the payment methods specified as part of our offer.
6.2. The customer is obliged to pay in advance unless payment by invoice is offered during the payment process.
6.3. We are entitled to send invoices exclusively by electronic means, provided that they comply with the requirements of VAT law.
7. RETENTION OF TITLE
7.1. Sale to private end consumers
The delivered goods shall remain our property until full payment has been made. In the event of access by third parties to the goods subject to retention of title, the customer shall indicate our ownership and notify us immediately.
7.2. Sale to commercial end consumers
We retain title to all goods delivered until all claims arising from the entire business relationship with the contractual partner have been paid in full.
The retention of title shall also apply if the claim for certain deliveries of goods designated by the customer has been paid. The retained title shall serve as security for our balance claim. Any processing or transformation of the goods delivered by us and still owned by us shall always be carried out on our behalf, without giving rise to any obligations on our part. If the goods subject to retention of title are mixed, blended or combined with other items, the contractual partner hereby assigns to us his ownership or co-ownership rights in the new item.
The contractual partner may sell the goods owned by us only in the ordinary course of business, provided that he is not in default of payment. He hereby assigns to us by way of security any claims against third parties arising from such resale. The contractual partner remains entitled to collect such claims as long as he is not in default of payment vis-à-vis us.
In the event of attachment or judicial security measures, the contractual partner shall inform his creditors of our ownership rights.
8. OBLIGATION TO INSPECT AND GIVE NOTICE OF DEFECTS; WARRANTY
8.1. If the customer is an entrepreneur, he is obliged to inspect the goods delivered by us for obvious defects (Section 377 of the German Commercial Code, HGB). Notices of defects relating to obvious defects must be made to us in writing within one week of delivery of the goods to the customer. Hidden defects which cannot be detected even upon immediate careful inspection must be notified to us in writing immediately after discovery, but no later than one week after discovery. Timely dispatch of the notice shall be sufficient to meet the deadline. After expiry of the aforementioned periods, the assertion of warranty claims shall be excluded.
8.2. In the event of a defect, warranty shall initially be limited to subsequent performance by us. At our discretion, we shall be entitled to remedy the defect and/or make a replacement delivery. If we fail to fulfill this obligation within a reasonable period or if the remedy fails despite repeated attempts, the customer shall be entitled, at his option, either to reduce the purchase price or to withdraw from the contract.
8.3. If the customer is an entrepreneur, warranty claims shall become time-barred within one year from delivery of the goods, unless we acted fraudulently.
8.4. If the customer is a consumer, the statutory warranty period shall apply.
8.5. Warranty claims are excluded if the defect is due to improper handling, transport or installation for which the contractual partner is responsible. We accept no liability for services performed by third-party companies.
9. LIABILITY
9.1. We shall be liable for breaches of duty committed with gross negligence or intent.
9.2. If the customer is an entrepreneur, our liability for non-intentional acts shall be limited to damage typically foreseeable at the time of conclusion of the contract. In cases of slight negligence, we shall only be liable for breaches of essential contractual obligations and only for damage typically foreseeable at the time of conclusion of the contract. We shall not be liable for other damage caused by a defect in the goods through slight negligence. These limitations shall not apply in cases of injury to life, body or health. Any liability arising from culpa in contrahendo or under the German Product Liability Act shall remain unaffected by these limitations of liability.
9.3. If the customer is a consumer, we shall in cases of slight negligence only be liable for breaches of essential contractual obligations and only for damage typically foreseeable at the time of conclusion of the contract. We shall not be liable for other damage caused by a defect in the purchased item through slight negligence. These limitations shall not apply in cases of injury to life, body or health. Any liability arising from culpa in contrahendo or under the German Product Liability Act shall remain unaffected by these limitations of liability.
9.4. Irrespective of fault, we shall only be liable in the event of fraudulent concealment of a defect or where we have assumed a guarantee or assurance.
10. FINAL PROVISIONS
10.1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2. The customer is hereby informed that we process personal data collected during the ordering process in accordance with the provisions of the General Data Protection Regulation and the applicable national laws.
10.3. If the customer is a merchant, a legal entity under public law or a special fund under public law, Würzburg shall be agreed as the place of jurisdiction for all disputes arising from this contractual relationship.
10.4. Should individual provisions of this contract be wholly or partially invalid, the validity of the remaining clauses or parts thereof shall remain unaffected.
As of: June 2023