GTC

1) Scope of application

1.1 These General Terms and Conditions (hereinafter referred to as ‘GTC’) of the company MEGATECH communication GmbH (hereinafter referred to as ‘Seller’) shall apply to all contracts concluded between a trader (hereinafter referred to as ‘Client’) and the Seller relating to all goods and/or services presented in the Seller's 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 carries out the delivery to the Customer without special reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these GTC.

1.3 These GTC apply accordingly to contracts for the provision of digital content, unless expressly stipulated otherwise.

1.4 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their commercial or independent professional activity.

1.5 Entrepreneurs within the meaning of these GTC are also public authorities or other organisations under public law if they act exclusively under private law when concluding the contract.

2) Conclusion of contract

2.1 The product descriptions presented in the seller's online shop do not constitute binding offers on the part of the seller, but serve to submit a binding offer by the customer.

2.2 The customer can 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 basket and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping basket by clicking the button that concludes the ordering process. Furthermore, the customer can also submit the offer to the seller by e-mail, fax, post or telephone.

2.3 The seller can 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 the receipt of the order confirmation by the customer is decisive in this respect, or
by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or
by requesting payment from the customer after the order has been placed, or
if payment by direct debit is offered and the customer opts for this payment method, by collecting the total price from the customer's bank account, whereby the time at which the customer's account is debited is decisive in this respect.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end 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 his declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment shall be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: ‘PayPal’), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the customer does not have a PayPal account - subject to the terms and conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the customer pays by means of a payment method offered by PayPal that can be selected in the online ordering process, the seller already declares acceptance of the customer's offer at the time the customer clicks the button that completes the ordering process.

2.5 When submitting an offer via the seller's online order form, the text of the contract is saved by the seller after the contract is concluded and sent to the customer in text form (e.g. email, fax or letter) after the customer's order has been sent. The seller will not make the text of the contract available beyond this. If the customer has set up a user account in the seller's online shop before sending his order, the order data is archived on the seller's website and can be accessed free of charge by the customer via his password-protected user account by entering the corresponding login data.

2.6 Before placing a binding order via the seller's online order form, the customer can recognise possible input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors can be the browser's magnification function, which enlarges the display on the screen. Customers can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that finalises the ordering process.

2.7 Only the German and English languages are available for the conclusion of the contract.

2.8 Orders are generally processed and contact established by e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the 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 to process the order can be delivered.

2.9 If the parties have agreed special conditions, these shall not apply to current and future contractual relationships with the customer.

2.10 If the customer is financially unable to fulfil its obligations to the seller, the seller may terminate existing exchange contracts with the customer without notice by withdrawing from the contract. This also applies if the customer files for insolvency. § Section 321 BGB and Section 112 InsO remain unaffected. The customer shall inform the seller in good time in writing of any impending insolvency.

3) Prices and terms of payment

3.1 Unless otherwise stated in the seller's product description, the prices quoted are net prices plus statutory VAT. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes may be charged separately.

3.2 For deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds 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 Various payment options are available to the customer, which are specified in the seller's online shop.

3.4 If advance payment by bank transfer has been agreed, payment shall be 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, the payment shall be processed 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 for which he makes advance payments to the customer (e.g. purchase on account or payment by instalments), he assigns his 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 shall carry out a credit check using the transmitted customer data. The seller reserves the right to refuse the customer the selected payment method in the event of a negative check result. If the selected payment method is authorised, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the customer can only pay PayPal or the payment service provider commissioned by PayPal with debt-discharging effect. However, even in the case of assignment of claims, the seller remains responsible for general customer enquiries, e.g. regarding goods, delivery time, dispatch, returns, complaints, declarations of cancellation and returns or credit notes.

3.6 If the payment method purchase on account is selected, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 7 (seven) days of receipt of the invoice without deduction, unless otherwise agreed. The seller reserves the right to offer the payment method purchase on account 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 his payment information in the online shop.

3.7 If the SEPA direct debit payment method is selected, the invoice amount is due for payment after a SEPA direct debit mandate has been issued, but not before the deadline for advance information has expired. The direct debit will be collected when the ordered goods leave the seller's warehouse, but not before the deadline for the pre-notification has expired. Pre-notification is any communication (e.g. invoice, policy, contract) from the seller to the customer that announces a debit by SEPA direct debit. If the direct debit is not honoured due to insufficient funds in the account or due to the provision of incorrect bank details, or if the customer objects to the direct debit although he is not entitled to do so, the customer shall bear the fees incurred by the respective credit institution as a result of the chargeback if he is responsible for this.

3.8 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of default of payment, the seller shall be 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 shall remain unaffected by this. If claims are overdue, incoming payments shall first be offset against any costs and interest and then against the oldest claim.

3.9 Should 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 shall only apply if the delivery is agreed to be made later than four months after the conclusion of the contract.

4) Delivery and shipping conditions

4.1 Unless otherwise agreed, goods shall be delivered by dispatch to the delivery address specified by the customer. The delivery address specified in the seller's order processing is decisive for the processing of the transaction.

4.2 Goods delivered by a forwarding agent are delivered ‘free kerbside’, i.e. to the public kerbside nearest to the delivery address, unless otherwise stated in the shipping information in the seller's online shop and unless otherwise agreed.

4.3 The seller is authorised to make partial deliveries insofar as this is reasonable for the customer. In the case of permissible partial deliveries, the Seller shall also be entitled to issue partial invoices.

4.4 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the Seller is not responsible for the non-delivery and the Seller has concluded a specific covering transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded without delay.

4.5 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the carrier, freight forwarder or other person or organisation designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance shall only be taken out at the special request and for the account of the customer.

4.6 If a delivery is not possible for reasons for which the customer is responsible, e.g. because the goods do not fit through the customer's front door, front door or staircase, or because the customer is not found at the delivery address specified by him, although the customer was given reasonable notice of the delivery time, the customer shall bear the costs of the unsuccessful delivery and shall be obliged to pay a lump-sum compensation for delay. This shall amount to 1% for each full week of delay, but in total no more than 8% of the value of the total delivery or the unaccepted part of the total delivery. The parties are at liberty to prove higher or lower damages.

4.7 In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch to the customer. Any storage costs incurred after the transfer of risk shall be borne by the customer.

4.8 In the case of self-collection, the seller first informs the customer by e-mail that the goods ordered by him are ready for collection. After receiving this e-mail, the customer can collect the goods by arrangement with the seller. In this case, no shipping costs will be charged.

4.9 Digital content is provided to the customer exclusively in electronic form as follows:

- by e-mail

5) Granting of usage rights for digital content

5.1 Unless otherwise stated in the content description in the seller's online shop, the seller grants the customer the non-exclusive right to use the content provided for business purposes without restriction in terms of location or time.

5.2 The transfer of content to third parties or the creation of copies for third parties outside the scope of these GTC is not permitted unless the seller has consented to the transfer of the contractual licence to the third party.

5.3 The granting of rights shall only become effective once the customer has paid the remuneration owed in full. The seller may provisionally authorise the use of the contractual content even before this point in time. Such provisional authorisation does not constitute a transfer of rights.

6) Force majeure

In the event of force majeure affecting the fulfilment of the contract, the Seller shall be entitled to postpone the delivery for the duration of the hindrance 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 able to be derived from this. Force majeure shall be deemed to be all events that are unforeseeable for the Seller or events that - even if they were foreseeable - are beyond the Seller's control and whose effect on the fulfilment of the contract cannot be prevented by reasonable efforts on the part of the Seller. Any statutory claims of the customer remain unaffected.

7) Delay in performance at the customer's request

If dispatch or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.

8) Retention of title

8.1 The seller retains ownership of the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller retains ownership of the delivered goods until all his claims arising from the business relationship with the customer have been fulfilled.

8.2 If the delivered goods are processed, the seller is deemed to be the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If, in the case of the combination or mixing of the Seller's goods with an item belonging to the Customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or, in the absence of such, to the market value of the main item. In such cases, the customer shall be deemed to be the custodian.

8.3 The customer may neither pledge nor assign by way of security items subject to retention of title or title reservation. The customer is only permitted to resell in the ordinary course of business as a reseller on condition that the customer has effectively assigned to the seller his claims against his purchasers in connection with the resale and the customer transfers ownership to his purchaser subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his buyers to the seller as security, who accepts this assignment at the same time.

8.4 The customer must immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He must immediately transfer to the seller any amounts assigned to the seller and collected by him, insofar as the seller's claim is due.

8.5 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.

9) Liability for defects / warranty

If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this applies:

9.1 Claims for defects shall not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not provided for in the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these modifications or repair work.

9.2 In the case of new goods, the limitation period for claims for defects is one year from delivery of the goods. In the case of used goods, rights and claims for defects are excluded.

9.3 The aforementioned limitations of liability and shortening of the limitation period shall not apply

for items that have been used for a building in accordance with their normal use and have caused its defectiveness,
for claims for damages and reimbursement of expenses by the customer,
in the event that the seller has fraudulently concealed the defect, and
for the right of recourse according to § 445a BGB.

9.4 In the event of subsequent fulfilment, the seller has the right to choose between repair or replacement.

9.5 If a replacement delivery is made as part of the liability for defects, the limitation period shall not begin again.

9.6 If subsequent fulfilment has taken the form of a replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. The return parcel must contain the reason for the return, the customer's name and the number assigned for the purchase of the defective goods, which enables the seller to allocate the returned goods. As long as and insofar as it is not possible to allocate the returned goods for reasons for which the customer is responsible, the seller is not obliged to accept the returned goods or to refund the purchase price. The customer shall bear the costs of reshipment.

9.7 If the seller delivers a defect-free item for the purpose of subsequent fulfilment, the seller may claim compensation for use from the customer in accordance with Section 346 (1) BGB. Other statutory claims remain unaffected.

9.8 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), he is subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to fulfil the notification obligations regulated therein, the goods shall be deemed approved.

10) 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:

10.1 The Seller shall be liable without limitation for any legal reason

in the event of wilful intent or gross negligence,
in the event of wilful or negligent injury to life, limb or health,
on the basis of a guarantee promise, unless otherwise regulated in this respect,
due to mandatory liability such as under the Product Liability Act.

10.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless unlimited liability applies in accordance with the above clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely.

10.3 Any further liability of the seller is excluded.

10.4 The above liability provisions shall also apply with regard to the liability of the Seller for its vicarious agents and legal representatives.

11) Statute of limitations

Claims of the customer against the seller shall become time-barred - with the exception of the claims regulated under the item ‘Liability for defects / Warranty’ - one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies in accordance with the above clause.

12) Retention, assignment

12.1 The customer's rights of retention and rights to refuse performance are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

12.2 An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects by the customer, is excluded.

13) Special conditions for the processing of goods according to specific customer specifications

13.1 The customer shall indemnify the seller against claims by third parties which they may assert against the seller in connection with an infringement of their rights through the contractual use of the customer's content by the seller. The customer shall also assume the necessary costs of legal defence, including all court and legal fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defence.

13.2 The seller reserves the right to refuse processing orders if the content provided by the customer violates legal or official prohibitions or offends common decency. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

14) Applicable law, place of jurisdiction

14.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties, excluding the laws on the international purchase of movable goods.

14.2 If the customer acts as a merchant, a legal entity under public law or a 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 registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's place of business.