General Terms and Conditions with Customer Information
Table of Contents
- Scope
- Conclusion of the Contract
- Prices and Payment Terms
- Delivery and Shipping Terms
- Force Majeure
- Delay in Performance at the Customer's Request
- Retention of Title
- Liability for Defects / Warranty
- Liability
- Limitation Period
- Right of Retention, Assignment
- Special Conditions for the Processing of Goods According to Specific Customer Specifications
- Submission of Pollutant Measuring Devices; Declaration of Harmlessness
- Applicable Law, Place of Jurisdiction
1) Scope
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of GSA Messgerätebau GmbH (hereinafter referred to as the "Seller") apply to all contracts for the delivery of goods concluded by an entrepreneur (hereinafter referred to as the "Customer") with the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.
1.2 These GTC shall also apply exclusively if the Seller, despite being aware of terms and conditions of the Customer that conflict with or deviate from these GTC, performs delivery to the Customer without any special reservation.
1.3 An entrepreneur within the meaning of these GTC is a natural person, legal entity or partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of its commercial or independent professional activity.
2) Conclusion of the Contract
2.1 The product descriptions presented in the Seller's online shop do not constitute binding offers by the Seller, but serve to enable the Customer to submit a binding offer.
2.2 The Customer may submit the offer via the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer in relation to the goods and/or services contained in the shopping cart by clicking the button that completes the ordering process. In addition, the Customer may also submit the offer to the Seller by telephone, fax, e-mail, post or online contact form.
2.3 The Seller may accept the Customer's offer within five days,
- by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby receipt of the order confirmation by the Customer is decisive in this respect, or
- by delivering the ordered goods to the Customer, whereby receipt of the goods by the Customer is decisive in this respect, or
- by requesting payment from the Customer after the Customer has placed the order, or
- if payment by direct debit is offered and the Customer chooses this payment method, by debiting the total price from the Customer's bank account, whereby the time at which the account is debited is decisive in this respect.
If several of the aforementioned alternatives apply, the contract is concluded at the time at which one of the aforementioned alternatives first occurs. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends upon expiry of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by its declaration of intent.
2.4 If a payment method offered by PayPal is selected, payment processing shall be carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as "PayPal"), subject to the PayPal User Agreement, available at https://www.paypal.com
2.5 When an offer is submitted via the Seller's online order form, the contract text is stored by the Seller after the contract has been concluded and is sent to the Customer in text form (e.g. e-mail, fax or letter) after the Customer has submitted the order. The Seller shall not make the contract text accessible beyond this. If the Customer has created a user account in the Seller's online shop before submitting the order, the order data will be archived on the Seller's website and can be accessed by the Customer free of charge via the Customer's password-protected user account by entering the corresponding login data.
2.6 Before submitting the order bindingly via the Seller's online order form, the Customer may identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better identifying input errors may be the browser's zoom function, which enlarges the display on the screen. During the electronic ordering process, the Customer may correct entries using the usual keyboard and mouse functions until the button completing the ordering process is clicked.
2.7 Only the German and English languages are available for the conclusion of the contract.
2.8 Order processing and contact are generally carried out by e-mail and automated order processing. The Customer must ensure that the e-mail address provided by the Customer for order processing is correct, so that e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Seller or by third parties commissioned by the Seller with order processing can be delivered.
2.9 If the parties have agreed special terms, these shall generally not apply to simultaneously ongoing and future contractual relationships with the Customer.
2.10 If the Customer is economically unable to fulfil its obligations towards the Seller, the Seller may rescind existing reciprocal contracts with the Customer with immediate effect. This also applies in the event of an insolvency application concerning the Customer. Section 321 BGB and Section 112 InsO remain unaffected. The Customer shall inform the Seller in writing at an early stage of any impending inability to pay.
3) Prices and Payment Terms
3.1 Unless otherwise stated in the Seller's product description, the prices indicated are net prices plus statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and levies will be charged separately where applicable.
3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the Seller is not responsible and which must be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g. bank transfer fees, exchange rate fees) or import duties and taxes (e.g. customs duties). Such costs may also arise in relation to money transfers if the delivery is not made to a country outside the European Union, but the Customer makes the payment from a country outside the European Union.
3.3 The Customer has various payment options available, which are specified in the Seller's online shop.
3.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.
3.5 If a payment method offered via the "PayPal" payment service is selected, payment processing shall be carried out via PayPal, whereby PayPal may also use the services of third-party payment service providers for this purpose. If the Seller also offers payment methods via PayPal under which the Seller performs in advance towards the Customer (e.g. purchase on invoice or payment by instalments), the Seller assigns its payment claim in this respect to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the Customer data transmitted. The Seller reserves the right to refuse the selected payment method to the Customer in the event of a negative check result. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or in the agreed payment intervals. In this case, the Customer may make payment with debt-discharging effect only to PayPal or to the payment service provider commissioned by PayPal. However, even in the event of assignment of the claim, the Seller remains responsible for general customer inquiries, e.g. regarding goods, delivery time, dispatch, returns, complaints, cancellation declarations and returns, or credit notes.
3.6 If the payment method delivery on invoice is selected, the purchase price becomes due after the goods have been delivered and invoiced.
3.7 If the payment method purchase on invoice is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid without deduction within 14 (fourteen) days after receipt of the invoice, unless otherwise agreed. The Seller reserves the right to offer the payment method purchase on invoice only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the Seller will inform the Customer of a corresponding payment restriction in the payment information in the online shop. The Seller also reserves the right to carry out a credit check if the payment method purchase on invoice is selected and to reject this payment method in the event of a negative credit check.
3.8 A payment is deemed received as soon as the equivalent amount has been credited to one of the Seller's accounts. In the event of default in payment, the Seller is entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The Seller's other statutory rights in the event of default in payment by the Customer remain unaffected. If claims are overdue, incoming payments shall first be offset against any costs and interest, and then against the oldest claim.
3.9 If unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller is entitled to pass on the price increase to the Customer. However, this applies only if delivery is to take place, as agreed, later than four months after conclusion of the contract.
4) Delivery and Shipping Terms
4.1 Goods are delivered by shipment to the delivery address provided by the Customer, unless otherwise agreed. In processing the transaction, the delivery address specified in the Seller's order processing is decisive.
4.2 The Seller is entitled to make partial deliveries insofar as this is reasonable for the Customer. In the event of permissible partial deliveries, the Seller is also entitled to issue partial invoices.
4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This applies only if the non-delivery is not attributable to the Seller and the Seller has concluded a specific covering transaction with the supplier with due care. The Seller shall make all reasonable efforts to procure the goods. In the event that the goods are unavailable or only partially available, the Customer shall be informed without delay and the consideration shall be refunded without delay.
4.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies if the Seller bears the transport costs. Transport insurance shall be taken out only at the Customer's special request and at the Customer's expense.
4.5 If shipment of the goods to the Customer is delayed for reasons attributable to the Customer, the risk shall pass already upon notification that the goods are ready for shipment. Any storage costs incurred after the transfer of risk shall be borne by the Customer.
4.6 In the case of self-collection, the Seller first informs the Customer by e-mail that the goods ordered by the Customer are ready for collection. After receiving this e-mail, the Customer may collect the goods after arranging this with the Seller. In this case, no shipping costs will be charged.
5) Force Majeure
In the event of force majeure events affecting performance of the contract, the Seller is entitled to postpone delivery for the duration of the impediment and, in the event of longer-term delays, to withdraw from the contract in whole or in part, without any claims against the Seller being derived therefrom. Force majeure includes all events that are unforeseeable for the Seller or that - even if foreseeable - are beyond the Seller's sphere of influence and whose effects on performance of the contract cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the Customer remain unaffected.
6) Delay in Performance at the Customer's Request
If shipment or delivery of the goods is delayed at the Customer's request by more than one month after notification that the goods are ready for shipment, storage fees amounting to 0.5% of the purchase price may be charged to the Customer for each additional month commenced, but not exceeding a total of 5% of the purchase price. The contractual parties remain free to prove higher or lower damage.
7) Retention of Title
7.1 The Seller retains title to the delivered goods until the owed purchase price has been paid in full. Furthermore, the Seller retains title to the delivered goods until all claims arising from the business relationship with the Customer have been fulfilled.
7.2 In the event that the delivered goods are processed, the Seller is deemed the manufacturer and acquires title to the newly created goods. If processing takes place together with other materials, the Seller acquires title in proportion to the invoice value of the Seller's goods to that of the other materials. If, in the event of combining or mixing the Seller's goods with an item of the Customer, the Customer's item is to be regarded as the principal item, co-ownership of the item shall pass to the Seller in the proportion of the invoice value of the Seller's goods to the invoice value or, in the absence of such invoice value, to the market value of the principal item. In these cases, the Customer is deemed the custodian.
7.3 The Customer may neither pledge nor transfer by way of security items subject to retention of title or reservation of rights. The Customer is permitted to resell such items in the ordinary course of business only as a reseller and on the condition that the Customer has effectively assigned to the Seller the Customer's claims against its customers in connection with the resale and that the Customer transfers title to its customer subject to reservation of payment. By concluding the contract, the Customer assigns to the Seller by way of security its claims against its customers in connection with such sales; the Seller accepts this assignment at the same time.
7.4 The Customer must immediately notify the Seller of any access to goods owned or co-owned by the Seller or to assigned claims. The Customer must immediately remit to the Seller any amounts assigned to the Seller and collected by the Customer, insofar as the Seller's claim is due.
7.5 If the value of the Seller's security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding portion of the security interests at the Customer's request.
8) Liability for Defects / Warranty
If the purchased item is defective, the statutory provisions on liability for defects apply. Deviating therefrom, the following applies:
8.1 Claims for defects do not arise in the case of natural wear and tear or damage occurring after the transfer of risk as a result of faulty or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not presumed under the contract. If the Customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences either, unless the Customer can prove that the reported malfunction was not caused by these modifications or repair work.
8.2 For new goods, the limitation period for claims for defects is one year from delivery of the goods. For used goods, rights and claims due to defects are excluded.
8.3 The aforementioned limitations of liability and reductions of limitation periods do not apply
- to items that have been used for a building in accordance with their customary manner of use and have caused its defectiveness,
- to claims of the Customer for damages and reimbursement of expenses,
- in the event that the Seller has fraudulently concealed the defect, and
- to the right of recourse under Section 445a BGB.
8.4 In the event of subsequent performance, the Seller has the right to choose between rectification of defects and replacement delivery.
8.5 If a replacement delivery is made within the scope of liability for defects, the limitation period does not start anew.
8.6 If subsequent performance has been carried out by way of replacement delivery, the Customer is obliged to return the goods first delivered to the Seller within 30 days. The return package must state the reason for the return, the Customer's name and the number assigned to the purchase of the defective goods, enabling the Seller to allocate the returned goods. As long as and insofar as allocation of the return is not possible for reasons attributable to the Customer, the Seller is not obliged to accept returned goods or refund the purchase price. The Customer shall bear the costs of a further shipment.
8.7 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Customer pursuant to Section 346 (1) BGB. Other statutory claims remain unaffected.
8.8 If the Customer acts as a merchant within the meaning of Section 1 HGB, the Customer is subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB. If the Customer fails to comply with the notification obligations set out therein, the goods shall be deemed approved.
9) Liability
The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:
9.1 The Seller shall be liable without limitation on any legal ground
- in cases of intent or gross negligence,
- in the event of intentional or negligent injury to life, body or health,
- on the basis of a guarantee promise, unless otherwise regulated in this respect,
- on the basis of mandatory liability, such as under the German Product Liability Act.
9.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the damage typical for the contract and foreseeable, unless unlimited liability applies pursuant to the preceding clause. Material contractual obligations are obligations imposed on the Seller by the contract according to its content for the purpose of achieving the contractual purpose, the fulfilment of which is essential for the proper performance of the contract and on compliance with which the Customer may regularly rely.
9.3 In all other respects, liability of the Seller is excluded.
9.4 The foregoing liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.
10) Limitation Period
Claims of the Customer against the Seller - with the exception of the claims regulated under the section "Liability for Defects / Warranty" - become statute-barred one year from knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies pursuant to the preceding clause.
11) Right of Retention, Assignment
11.1 Rights of retention and rights to refuse performance on the part of the Customer are excluded, unless the Seller does not dispute the underlying counterclaims or these have been finally and conclusively established by a court of law.
11.2 An assignment by the Customer of claims arising from the contract concluded with the Customer, in particular an assignment of any claims for defects of the Customer, is excluded.
12) Special Conditions for the Processing of Goods According to Specific Customer Specifications
12.1 The Customer shall indemnify the Seller against claims by third parties that such third parties may assert against the Seller in connection with an infringement of their rights through the Seller's contractual use of the Customer's content. In this regard, the Customer shall also bear the reasonable costs of the necessary legal defence, including all court and attorney's fees at the statutory rate. This does not apply if the Customer is not responsible for the infringement. In the event of a claim by third parties, the Customer is obliged to provide the Seller without delay, truthfully and completely, with all information necessary for examining the claims and for a defence.
12.2 The Seller reserves the right to reject processing orders if the content provided by the Customer for this purpose violates statutory or official prohibitions or public morals. This applies in particular where content is provided that is anti-constitutional, racist, xenophobic, discriminatory, insulting, harmful to minors and/or glorifies violence.
13. Submission of Pollutant Measuring Devices; Declaration of Harmlessness
13.1 Due to the intended use of the devices for pollutant measurement, the Customer is required to enclose a fully completed and legally bindingly signed Declaration of Harmlessness with every repair or maintenance order. This can be downloaded from our website. The Declaration of Harmlessness must be completed fully and truthfully and enclosed with the shipment.
13.2 If the submitted device is not accompanied by a proper Declaration of Harmlessness, GSA Messgerätebau GmbH is entitled, for reasons of occupational health and safety of its employees, to refuse processing of the device until the Declaration of Harmlessness has been provided.
13.3 If GSA Messgerätebau GmbH nevertheless accepts the device for repair or maintenance, it reserves the right to subject the device to basic cleaning at the Customer's expense. For this additional work, a flat-rate cleaning fee of EUR 50.00 plus VAT will be charged. This flat-rate fee will be shown as a separate item in the cost estimate and included in the repair invoice.
14) Applicable Law, Place of Jurisdiction
14.1 All legal relationships between the parties shall be governed by the law of the Federal Republic of Germany, excluding the laws governing the international sale of movable goods.
14.2 If the Customer acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller's registered office. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Seller's registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract. However, in the aforementioned cases, the Seller is in any event entitled to bring proceedings before the court at the Customer's registered office.
