General Terms and Conditions
for business clients
1. Scope, Contract Language
1.1. These general terms and conditions of business ('GTCs') apply to all contracts concluded between our business clients ('client(s)') and us, edding International GmbH, Bookkoppel 7, 22926 Ahrensburg ('edding') via our online shop at edding.shop ('online shop').
1.2. Individual agreements made with clients in exceptional cases (including ancillary agreements, amendments and additions) will always prevail over these GTCs. Unless it can be shown otherwise, the contents of such agreements are governed by a contract in writing and/or written confirmation by edding.
1.3. The products offered in the online shop are aimed at entrepreneurs. For the purposes of these GTCs, an entrepreneur is an individual or entity in law or partnership with capacity to act in law which concludes this contract in the course of exercising their trade or self-employed occupational activity (Sec. 14 para. 1 of the German Civil Code).
1.4. Any varying or contrary terms and conditions the client may have shall not apply even if edding does not dispute expressly that they apply, even if we deliver to the client unconditionally despite being aware of their general terms and conditions of business.
1.5. If clients place orders via edding's German-language website, this German version of the GTCs alone applies. If these GTCs are translated into other languages, this is merely to inform clients. Should there be any differences between language versions, these German GTCs will prevail.
1.6. Any material declarations and notices the client makes in law concerning the contract, such as setting deadlines, reporting defects, rescission or reduction, must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax), without prejudice to formal statutory requirements and other evidence, particularly should there be any doubt as to the declarer's proof of identity.
1.7. Any references to the fact that statutory regulations apply are made for clarification only: so, even without such clarification, statutory regulations apply unless these GTCs amend them indirectly or exclude them expressly.
2. Conclusion of Contract
2.1. Displaying products at our online shop does not constitute a binding offer to conclude a contract for sale.
2.2. In sending orders via our online shop by clicking on the 'Binding purchase' button, clients offer bindingly to buy the products shown in the order list.
2.3. Clients will be e-mailed confirming their orders without delay once edding receives them. Such e-mails do not constitute a binding acceptance of the offer to contract.
2.4. No contract will be concluded between the client and edding until edding accepts the order by declaring separately by e-mail or delivers the product ordered. Clients are asked to check their e-mailbox spam folder on a regular basis. If a product ordered cannot be delivered, edding will not declare acceptance, in which case no contract will be concluded. edding will inform the client of this without delay and refund any payments already received immediately.
2.5. We will e-mail the client the terms of contract with details of the products ordered including these GTCs when we accept the offer to contract and/or inform them that their products have been shipped. edding does not save the terms of contract.
3. Ordering and Minimum Order Value
Clients select products to buy at our online shop by putting them in their shopping basket by clicking on the button concerned. Clients can vary how many products they have in their shopping basket or remove products from their shopping basket at any time. If a client wishes to complete an order, they will be guided through the rest of the order procedure from the shopping basket by clicking on the buttons concerned. First, they go to a page where they enter their personal data; then they can select the shipping and payment methode they want. The final step is when a page opens summarising the main product data and details the client has entered. The client can correct anything they have entered incorrectly by clicking on 'Edit' in the field concerned or close the browser window to abort the order. Not until they press the 'Binding purchase' button do they make a binding offer as defined in Sec. 2.2 of these GTCs.
4. Collection, Storage and Processing of Personal Customer Data
We only process and save data clients give us and/or details of the purchase agreement concerned insofar as current law allows. See data protection notice on edding's website for details.
5. Prices and Payment Terms
5.1. All prices stated in our online shop are net excluding statutory sales tax.
5.2. Sales tax is also due. This is shown in the order list before the order is submitted and on invoices.
5.3. Shipping costs including customs if any, fees, taxes and other public charges are also due. We state these in our online shop and show them in the order overview before the client places the order. Shipping costs are also shown separately on invoices.
5.4. Insofar as edding fulfils an order under Sec. 6.3 of these GTCs by delivering in parts, shipping costs will only be due for the first part delivery. If a client requests delivery to be made in parts, they will be liable to pay the shipping costs for each part delivery.
5.5. The purchase price and shipping costs must be paid within two weeks of receiving the invoice. After this payment deadline, the client will be in default. The purchase price will be subject to commercial interest at the current statutory late interest rate any time while they continue to be in default. edding reserves the right to claim further damages for default, without prejudice to edding's right to claim commercial interest on maturity under Sec. 353 of the Commercial Code [HGB].
5.6. Clients can choose to pay the purchase price and shipping costs by:
- Credit card
5.7. Where orders are made by clients where there are good grounds to fear they may be unable to pay, edding may choose not to deliver products until their purchase price and shipping costs are paid in full (cash with order). In this case, edding will inform the client they have to pay cash in advance without delay, in which case the delivery deadline starts to run when the purchase price and shipping costs are paid.
5.8. The client has no rights of setoff or retention except insofar as their counterclaim is undisputed or upheld in law. If delivery is defective, this is without prejudice in particular to the client's reciprocal rights under Sec. 8 (1) of these GTCs.
5.9. Should it become apparent after concluding the contract, e.g. by applying to open insolvency proceedings, that edding's claim to the purchase risk due to the client's being unable to pay, edding may refuse performance and - if necessary after setting a deadline - rescind the contract under Sec. 321 of the German Civil Code [BGB].
6. Terms of Delivery
6.1. Shipping dates edding states at the online shop are only approximate, so they may be overrun by up to two working days unless a fixed delivery deadline is agreed. If no deadline or date is given for the product concerned in the online shop or agreed otherwise, they will be deemed to be agreed to be delivered within five working days.
6.2. The product shipping deadline starts to run
- if cash in advance is agreed, on the day the purchase price and shipping costs are received in full, or
- if payment by arrears or invoice is agreed when contracts are concluded.
6.3. If the client purchases multiple products which can be used separately, edding may deliver them in parts, and will bear the additional shipping costs incurred. This is without prejudice to the client's rights to be supplied duly and in time.
6.4. As far as meeting delivery dates is concerned, the date edding passes the product to the carriers is final. edding cannot accept liability for delays caused by the carriers: so any shipping time edding states (between when edding passes products to carriers and when they are delivered to the client) is non-binding.
6.5. edding may sell products ordered otherwise if shipping cash in advance and it does not receive payment within five working days of accepting the offer. In that case, products will not be shipped in time unless there is enough stock; otherwise a three-week shipping deadline applies.
6.6. Delivery will be made from stock, which is also the place of performance for delivery and any supplementary performance. Products will be shipped to another destination (dispatch purchase) if the client so requires and at its expense. edding will decide on a reasonable shipping type and carriers at its reasonable discretion unless expressly agreed otherwise.
6.7. Risks pass to the client when products are delivered to the carrier.
6.8. edding will insure products against the usual risks in transit at its own expense.
6.9. Should the client fail to accept goods in time, fail to assist as they should or should delivery be delayed for other reasons for which the client is liable, edding may demand to be indemnified for the resulting losses including additional (e.g. storage) costs. For this, edding will charge lump-sum damages of EUR 10.00 per calendar day from the delivery date, or, if there is no delivery date, from when it gives notice the goods are ready to be delivered.
6.10. This is without prejudice to edding's right to show proof of greater losses and to its taking action in law (particularly to recover extra costs, reasonable damages and/or terminate contracts), although such lump sums must be netted against further cash claims. The client may still show proof that edding has only suffered significantly less losses than the lump sums above or none at all.
6.11. Should edding be unable to meet binding shipping deadlines for reasons beyond its control (non-availability of the service), it will inform the client accordingly without delay while communicating the new foreseeable shipping date at the same time. If the service is not available by the new shipping date either, edding may rescind the contract, wholly or in part, reimbursing any consideration the client has already paid without delay. The service will be deemed to be unavailable in this sense in particular if edding's suppliers fail to deliver in time and neither edding nor the supplier is at fault or edding is not bound to procure in exceptional cases.
6.12. edding will be deemed to be in default of delivery as the law provides. The client must issue a reminder.
6.13. This is without prejudice either to the client's rights under Sec. 8 of these GTCs or to edding's statutory rights, particularly when the obligation to perform is excluded (due to the service and/or subsequent performance being impossible or unreasonable to expect, for example).
7. Reservation of Title
7.1. Products delivered will remain edding's property until all current and future claims under the purchase agreement (secured claims) are paid in full.
7.2. Goods subject to reservation of title may not be pledged to third parties or given as collateral until the secured claims are paid in full.
7.3. Should the client be more than 10 days in arrears with payment, edding may rescind the contract and reclaim the products.
7.4. Should any third parties (court bailiffs in particular) seek to distrain reserved goods, or should application be made to open insolvency proceedings, the client must inform them they are edding's property and inform edding without delay.
7.5. Until revocation of the contract (see (b) below), the client may redispose of the reserved goods in the course of ordinary business, in which case:
a. The client hereby assigns any actions against third parties which may arise out of redisposing of the goods, irrespective of whether they arise before or after any processing of reserved goods to edding as collateral, and edding hereby accepts this assignment. The client's obligations as stated in Sec. 7.2 and 7.4 of these GTCs also apply in respect of the actions assigned.
b. The client as well as edding is authorised to collect claims. edding undertakes not to collect claims as long as the client meets its obligations to pay and its ability to pay is not compromised, e.g. by applying to open insolvency proceedings. Should such a case arise, however, edding may demand that the client inform it what the claims assigned and who their creditors are, furnish all details required to collect them, surrender the documents involved and inform the creditors (third parties) it has assigned the claims. In this case, edding may also revoke the client's powers to redispose of and processed the reserved goods.
c. Insofar as the realisable value of the securities exceeds the secured claims by more than 10%, edding is obliged, at the Customer's request, to release securities at edding's discretion.
8.1. If goods delivered are defective, clients may demand that the defects be remedied or that non-defective goods be delivered in the first instance. The client has the right to choose how the subsequent performance is to be delivered; but edding may make the subsequent performance due subject to the client paying the purchase price due, although the client may retain a reasonable proportion of the purchase price in view of the defect. This is without prejudice to edding's right to refuse subsequent performance insofar as the law allows.
8.2. The client will give edding the time and opportunity required to render the subsequent performance due and surrender the goods complained of for testing in particular. In the event of substitute delivery, the client will return the defective items as the law requires. edding will bear and/or reimburse the necessary testing and subsequent performance costs required as the law requires if there is actually a defect; otherwise edding may demand that the client reimburse the costs incurred through demanding that the defects be remedied unjustifiably (testing and transport costs in particular) unless the client could not recognise there was no defect.
8.3. Should subsequent performance fail or should the reasonable period the client allows for subsequent performance expire to no avail or can be dispensed with as the law allows, the client may rescind the purchase agreement, reduce the purchase price, claim damages or demand that its sunk costs be reimbursed. There is no right to withdraw in the event of insignificant defects, however. The client's actions for damages are subject to the particular provisions of Sec. 9 of these GTCs.
8.4. The limitation period for claims under warranty is twelve months from receiving goods, except actions for damages.
8.5. Any warranty rights are conditional on the client meeting all its obligations to investigate and complain under Sec. 377 of the German Commercial Code [HGB]. The client will be deemed to have approved goods supplied unless edding is informed of defects
- In the case of obvious defects, within five working days of delivery, or
- Within five working days of discovering defects otherwise.
8.6. The client also has rights under a warranty as to characteristics and/or durability insofar as edding has exceptionally granted such to the products sold.
9.1. If edding acts intentionally or grossly negligently, it will be liable to pay damages or compensate futile expenditure as the law provides.
9.2. In all other cases, edding will not be liable unless it breaches a contractual obligation which has to be performed to implement the contract duly in the first place, breaching which puts achieving the objects of the contract at risk and which the client may normally trust will be met ('cardinal obligations'), in which case the claim will be limited to indemnifying typical foreseeable losses.
9.3. edding's liability for default is limited to 20% of the purchase price concerned unless it acts intentionally or grossly negligently.
9.4. edding cannot accept liability for any losses which would not typically be expected if goods were used normally unless it acts intentionally or grossly negligently.
9.5. The limitations of liability above also apply towards third parties or if obligations are breached by persons for whom edding is responsible under statutory regulations.
9.6. If an obligation is breached which does not reside in a defect, the client cannot withdraw or terminate the contract unless edding is liable for the obligation being breached. Otherwise, the statutory conditions and consequences in law apply.
9.7. The limitations of liability and exclusions in this Sec. 9 do not apply to edding's liability for warranted characteristics as defined in Sec. 444 of the German Civil Code [BGB], for injury to life, body or health under the product liability law.
9.8. We cannot guarantee that data can be communicated via the Internet faultlessly and/or availably at all time at the current state of the art, so edding cannot be held liable in that respect for the online shop being available continuously at all times.
edding holds the copyright to all images, films and texts published in the online shop. No images, films or texts may be used without edding's express consent.
11. Governing Law and Jurisdiction
11.1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
11.2. Exclusive jurisdiction (including internationally) in respect of all disputes arising directly or indirectly out of the contractual relationship is the place where edding has its registered offices in Ahrensburg, Germany.
12.1. These GTCs are complete and final. Amendments and additions must be made in writing, including waiving this formal written requirement.
12.2. Should any individual provisions of these GTCs be invalid, this will not affect the provisions of the contract otherwise. The contracting parties agree to replace the invalid provision by a valid provision in law which comes most closely to the financial sense and purpose of the invalid provision. The provision above also applies should there be a loophole in the contract.