Terms and Conditions

 

Terms and Conditions - Business Customers

§ 1 Scope of Application

The following general terms and conditions apply to all contracts concluded between the customer – who is exclusively an entrepreneur – and Stobo technische Vertriebsgesellschaft mbH – hereinafter referred to as Stobo – for deliveries, services and offers.

The General Terms and Conditions are agreed upon with the customer when the first order is placed. The current version also applies to all future orders without the need for a separate explicit reference to their validity. Deviating conditions of the customer, the validity of which Stobo does not expressly confirm in writing, are not recognised by Stobo. The following General Terms and Conditions also apply if Stobo carries out the customer's order without reservation, even if it is aware of conflicting or deviating terms and conditions of the customer.

 

§ 2 Offer, Conclusion of Contract, Subject Matter of the Contract

a) Stobo's offers are subject to change and non-binding unless they are expressly designated as binding.

b) A contract is only concluded upon Stobo's written order confirmation or by the execution of the delivery or service. Stobo's order confirmation is decisive for the content and scope of the delivery or service.

c) Customary deviations in design, dimensions, weights, colours and other properties are reserved, provided that these deviations are reasonable for the customer and the usability for the contractually agreed purpose is not significantly impaired.

d) Information in brochures, catalogues, drawings, illustrations, samples and other documents serve exclusively for description and do not constitute a guarantee or quality agreement, unless they have been expressly agreed upon in writing as such.

 

§ 3 Prices, Price Adjustment

a) Unless otherwise stated in the order confirmation, prices are ex works plus statutory VAT and plus packaging, shipping, transport and insurance costs.

b) Stobo is not bound by previous price agreements for follow-up or subsequent orders, unless otherwise expressly agreed in writing.

c) If there is a period of more than four (4) weeks between the conclusion of the contract and the agreed delivery date, Stobo is entitled to adjust the agreed prices appropriately if the cost factors decisive for pricing (in particular material, energy, labour or transport costs) demonstrably change significantly after the conclusion of the contract.

A price adjustment is only permissible to the extent that the respective cost increases affect Stobo's self-costs. Cost reductions must be taken into account in the same way.

If the price increases by more than 8% compared to the originally agreed price due to the adjustment, the customer is entitled to withdraw from the contract with regard to the unfulfilled part within seven (7) working days after receipt of the notification of the price adjustment.

 

§ 4 Excess and Short Deliveries

If the customer orders custom-made products for which the manufacturer, for production reasons, must order an appropriate excess or short delivery in order to fulfil the customer order in the specified quantity and quality, the customer is obliged to accept the manufactured products if their number does not exceed the limit for excess and short deliveries of up to 15%. In this case, Stobo is entitled to make a corresponding adjustment of the remuneration.

 

§ 5 Terms of Payment, Default, Set-off

a) Invoices are due for payment within fourteen (14) days from the invoice date without deduction, unless otherwise agreed in writing. Cash discounts, rebates or other discounts are only granted if expressly agreed upon in writing.

b) The customer shall be in default at the latest thirty (30) days after the due date and receipt of the invoice. § 286 para. 2 BGB remains unaffected.

c) In the event of default, Stobo is entitled to demand default interest at a rate of nine (9) percentage points above the base interest rate in accordance with § 288 para. 2 BGB. In addition, Stobo may claim a default flat rate of EUR 40.00 in accordance with § 288 para. 5 BGB. The assertion of further damages caused by default remains reserved; the flat rate will be offset against any claim for damages.

d) Stobo is entitled to credit payments first to costs, then to interest and finally to the principal claim, insofar as the customer has not made a payment allocation in accordance with § 366 BGB.

e) Set-off or the assertion of rights of retention by the customer is only permissible insofar as its counterclaims have been legally established, are undisputed or have been acknowledged in writing by Stobo. Rights of retention are also only permissible insofar as they are based on the same contractual relationship.

 

§ 6 Delivery, Delivery Time, Partial Deliveries

a) Delivery periods and delivery dates are only binding if they have been expressly designated as binding in the order confirmation.

b) Compliance with the delivery period requires the timely and proper fulfilment of all cooperation obligations of the customer.

c) Stobo is entitled to reasonable partial deliveries and partial services.

d) If the customer is in default of acceptance or culpably violates cooperation obligations, Stobo is entitled to demand compensation for the resulting damage, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration passes to the customer upon the occurrence of default of acceptance.

 

§ 7 Transfer of Risk

Delivery is made ex works or ex warehouse at the customer's expense, at Stobo's discretion. With the dispatch of the goods to the customer, at the latest upon leaving the factory/warehouse, the risk of accidental loss or accidental deterioration of the goods passes to the customer. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

 

§ 8 Delay in Delivery, Impossibility

a) If a delivery date has been bindingly agreed and Stobo is responsible for the delay in delivery, Stobo shall be liable in the event of slight negligence for each completed week of delay within the scope of a lump-sum compensation for delay of 0.5% of the net order value of the part of the delivery affected by the delay, but a maximum of 5%. The customer reserves the right to prove higher damages; Stobo reserves the right to prove that no or lesser damages were incurred.

Further claims for damages due to delay in delivery exist only in accordance with § 11 of these GTC.

b) Withdrawal or claims for damages instead of performance due to delay require that the customer has set Stobo a reasonable grace period in writing. The grace period shall be at least ten (10) working days, unless a shorter period is reasonable due to the circumstances of the individual case.

A withdrawal is excluded if the breach of duty is insignificant.

c) In the event of impossibility of performance, the statutory rights remain unaffected; claims for damages are governed by § 11 of these GTC.

 

§ 9 Retention of Title

a) Stobo retains ownership of the delivered item until full payment of all claims arising from the supply contract as well as from all previous deliveries and services. This also applies to all future deliveries, even if Stobo does not explicitly refer to this at all times. Stobo is entitled to take back the purchased item if the customer acts in breach of contract.

b) As long as ownership has not yet passed to the customer, the customer is obliged to treat the purchased item with care. In particular, the customer is obliged to sufficiently insure it at their own expense against theft, fire and water damage at its new value. As long as ownership has not yet passed, the customer must notify Stobo immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse Stobo for the judicial and extrajudicial costs of a lawsuit in accordance with Paragraph 771 of the German Code of Civil Procedure (ZPO), the customer is liable for the resulting loss.

c) The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to Stobo the claims arising from the resale of the reserved goods, to the value of the reserved goods with all ancillary rights. The assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Stobo's right to collect the claim itself remains unaffected. However, Stobo will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.

d) The processing or transformation of the purchased item by the customer is always carried out in the name and on behalf of Stobo. In this case, the customer's expectant right to the transformed item continues. If the purchased item is processed with other items not belonging to Stobo, Stobo acquires co-ownership of the new item in proportion to the objective value of the purchased item to the other processed items at the time of processing. The same applies to mixing. If mixing occurs in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to Stobo proportionally and stores the sole or co-ownership thus created for Stobo. To secure Stobo's claims against the customer, the customer also assigns to Stobo such claims that accrue to them from the connection of the reserved goods with a property against a third adult. Stobo hereby accepts this assignment.

e) Stobo undertakes to release the securities to which it is entitled at the customer's request, provided that their value exceeds the claims to be secured by more than 20%.

 

§ 10 Warranty

a) Warranty claims by the customer presuppose that the customer has duly complied with their inspection and notification obligations in accordance with § 377 of the German Commercial Code (HGB).

b) The limitation period for claims for defects is twelve (12) months from delivery of the goods. This does not apply in cases of mandatory statutory liability, in particular for fraudulent concealment of a defect, for assuming a guarantee, for claims under the Product Liability Act, and for claims for damages due to injury to life, body or health.

c) In the event of a defect, Stobo is entitled to choose between rectification or replacement delivery. The customer must be granted a reasonable period for subsequent performance.

If subsequent performance fails, the customer is entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions.

d) The customer's claims for expenses necessary for the purpose of subsequent performance (in particular transport, travel, labor and material costs) are excluded if these expenses increase because the goods were moved to a location other than the customer's branch after delivery, unless the movement corresponds to the intended use of the goods.

 

§ 11 Liability

a) Stobo is liable in accordance with statutory provisions for damages based on intent or gross negligence by Stobo, its legal representatives or vicarious agents.

In the event of slight negligent breach of essential contractual obligations (cardinal obligations), Stobo's liability is limited in amount to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer can regularly rely.

In all other respects, Stobo's liability for simple negligence is excluded.

b) The limitations of liability do not apply to damages resulting from injury to life, body or health, nor to claims under the Product Liability Act, nor in the event of assuming a guarantee or fraudulently concealing a defect.

c) Insofar as liability is excluded or limited, this also applies in favor of Stobo's legal representatives, employees and vicarious agents.

d) Stobo is not liable for damages caused by unauthorized or manipulative interventions by third parties on the delivered goods, unless Stobo is responsible for these interventions.

 

§ 12 Copyright, Third-Party Industrial Property Rights

a) If Stobo is to deliver according to drawings, models, samples or using parts provided by the customer, the customer alone is liable for ensuring that copyrights or third-party industrial property rights in the country of destination of the goods are not violated thereby. Stobo will inform the customer of any known rights. The customer is obliged to notify Stobo immediately if such infringements are complained about. The customer must indemnify Stobo from any liability arising from the infringement of any copyright or other industrial property right of third parties and compensate for the damage incurred. With regard to any potential liability on the part of Stobo, § 11 of these General Terms and Conditions shall apply accordingly.

b) If the customer is prohibited from manufacturing or delivering by a third party invoking an industrial property right belonging to them, Stobo is entitled, without examining the legal situation, to cease work until the legal situation is clarified by the customer and the third party. Should Stobo find it unreasonable to continue the order due to the delay, Stobo is entitled to withdraw from the contract.

c) Drawings and samples provided to Stobo that did not lead to an order will be returned upon request. Otherwise, Stobo is entitled to destroy them three months after submitting the offer. This obligation applies accordingly to the customer. The party entitled to destroy must inform the contractual partner of their intention to destroy in good time and in writing beforehand.

 

§ 13 Force Majeure

If there are delays in delivery or service due to force majeure or due to events that significantly impede or make delivery impossible for Stobo, for which Stobo is not responsible, such as unforeseen material procurement difficulties occurring subsequently, operational disruptions, strikes, lockouts, labor shortages, lack of means of transport, official orders, etc., even if they occur at our suppliers or sub-suppliers, Stobo is entitled to postpone the delivery or service by the duration of the impediment plus a reasonable start-up period or to withdraw entirely or partially from the contract for the unfulfilled part. If the impairment lasts longer than 3 months, the customer is entitled, after setting a reasonable deadline, to withdraw from the contract with regard to the unfulfilled part and, to the exclusion of further rights, to demand the refund of any advance payments made. In the case of partial delivery, the customer may withdraw from the entire contract if partial fulfillment of the contract is of no interest to them.

 

§ 14 Return of Packaging

According to § 15 para. 1 sentence 1 of the German Packaging Act (VerpackG), Stobo is obliged to take back the packaging it has shipped, or packaging of the same type, form and size as that which you have placed on the market. The place of return is Stobo's registered office, and the customer is responsible for the transport and its costs.

 

§ 15 Final Provisions

a) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

b) The place of performance and exclusive jurisdiction for all disputes arising from or in connection with this contractual relationship is - as far as legally permissible - the registered office of Stobo.

c) Amendments and additions to the contract as well as collateral agreements require written form. This also applies to the amendment of this written form clause.

d) Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the valid provision that comes closest to the economic purpose of the invalid provision shall be deemed agreed. The same applies in the event of a regulatory gap.

 

GTC - Private Customers

§ 1 Scope, Provider, Definitions

a) These General Terms and Conditions apply to all contracts concluded by consumers for the purchase of goods via Stobo's online shop.
b) The provider within the meaning of these GTC is:

 

Stobo technische Vertriebsgesellschaft mbH
Managing Director: Dominik Bongers
Bahnstr. 149
50858 Cologne
Phone: 02234 990900
Email: info@stobo.de
Registry Court: Amtsgericht Köln
HRB: 21958
VAT ID No.: DE123486009

c) A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that are predominantly neither commercial nor self-employed (§ 13 BGB).
d) These GTC apply exclusively. Deviating terms and conditions of the customer shall not apply unless Stobo expressly agrees to their validity in writing.

 

§ 2 Subject of the Contract

a) The subject of the contract is the sale and delivery of goods, in particular gas springs, accessories and, if applicable, custom-made products.
b) The essential characteristics of the goods result from the respective product description in the online shop.

c) Product images may deviate slightly from the delivered goods for technical reasons, insofar as this is reasonable for the customer.

 

§ 3 Conclusion of Contract / Technical Steps of Ordering / Correction of Input Errors

a) The presentation of products in the online shop does not constitute a legally binding offer, but an non-binding invitation to place an order.
b) The customer can initially place the desired goods in the shopping cart without obligation and correct their entries at any time before submitting the binding order. For this purpose, the customer can particularly use the correction tools provided in the ordering process (e.g. "Edit" function in the shopping cart, changing the quantity, deleting items or the browser's back function).
c) The ordering process consists of the following technical steps:

 

-        Selection of goods and adding them to the shopping cart,

-        Calling up the shopping cart and checking the order,

-        Entering the billing and shipping address,

-        Selecting the shipping method,

-        Selecting the payment method,

-        Checking the order overview,

-        Submitting the binding order by clicking the "Buy Now" button.

 

d) By clicking the "Buy Now" button, the customer submits a binding offer to conclude a purchase contract.

e) The contract is concluded by:

- sending an order confirmation by e-mail, or
- the delivery of the goods.

f) The contract text is stored by Stobo. The order data and these GTC will be sent to the customer by e-mail after the conclusion of the contract.

 

§ 4 Contract Language

The language available for the conclusion of the contract is exclusively German.

 

§ 5 Customer Account, Ordering Process

a) Orders can be placed - if provided for in the shop - both via a customer account and as a guest order.

b) The customer is obliged to provide complete and accurate information when ordering.

c) Stobo is entitled to reject orders if objective reasons justify this (e.g. payment risks, delivery obstacles).

 

§ 6 Prices and Shipping Costs

a) All prices stated in the online shop are final prices and include the statutory value-added tax.

b) In addition, shipping, packaging or transport costs may apply. These will be shown separately to the customer in the ordering process before the order is placed.
c) For deliveries outside Germany, customs duties, import duties or fees may apply, which are to be borne by the customer.

 

§ 7 Payment Methods, Payment Terms

a) The payment methods offered in the online shop at the time of purchase apply.

b) The purchase price is due immediately upon conclusion of the contract, unless a different payment agreement is made.

c) If the customer defaults on payment, Stobo is entitled to demand default interest in accordance with the statutory provisions.

 

§ 8 Delivery, Delivery Area, Delivery Times

a) Delivery will be made to the delivery address specified by the customer.

b) Delivery is made within Germany and - if offered in the online shop - to other countries. The currently available delivery area results from the information in the ordering process.

c) The delivery time results from the respective product description. If no delivery time is specified there, the delivery time is approx. [X] working days.

d) The delivery period begins - depending on the selected payment method - as follows:

-        for payment by credit card/Shopify Pay from the conclusion of the contract,

-        for other payment methods from the conclusion of the contract, unless expressly agreed otherwise.

 

e) Information on delivery times is non-binding, unless it is expressly promised as binding.

f) Partial deliveries are permissible, provided this is reasonable for the customer. The customer will not incur additional shipping costs as a result, unless expressly agreed otherwise.
g) Should an ordered item not be available, Stobo will inform the customer immediately. Payments already made will be refunded immediately in this case.

 

§ 9 Transfer of Risk

a) For consumers, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon delivery of the goods.

b) This also applies if Stobo bears the shipping costs.

 

§ 10 Retention of Title

a) The goods remain the property of Stobo until full payment of the purchase price.
b) Pledging, transfer by way of security or other disposition of the goods is not permitted before the transfer of ownership.

 

§ 11 Custom-made products / customer-specific goods

a) Custom-made products are goods manufactured according to customer specifications or clearly tailored to the customer's personal needs.

b) The customer is obliged to fully and correctly state the technical specifications provided by them (e.g., stroke, length, force, mounting points).
c) For custom-made products, there is no right of withdrawal according to § 312g Abs. 2 Nr. 1 BGB (see § 13).

 

§ 12 Warranty / liability for defects

a) The statutory provisions on liability for defects apply.

b) The limitation period for claims for defects is two (2) years from delivery of the goods.
c) In the event of a defect, Stobo is initially entitled to supplementary performance (rectification or replacement delivery).

d) If supplementary performance fails, the customer may reduce the price or withdraw from the contract in accordance with statutory provisions.

 

§ 13 Right of withdrawal (for consumers only)

13.1 Principle

Consumers generally have a right of withdrawal in accordance with the following cancellation policy.

13.2 Exclusion of the right of withdrawal for custom-made products
There is no right of withdrawal for contracts for the supply of goods that are not prefabricated and for the manufacture of which an individual choice or determination by the consumer is decisive, or which are clearly tailored to the personal needs of the consumer (§ 312g Abs. 2 Nr. 1 BGB).