Pro-ASM GmbH i. Gr.
Mainzer Landstraße 164
DE-60327 Frankfurt am Main
responsible for the content of the Pro-ASM GmbH:
k-bev Unternehmensgesellschaft (haftungsbeschränkt)
Breslauer Straße 396
HRB 35615, Local court Nürnberg
Manager: Josef Kopfinger
Tax number: 241/130/20772
General Terms and Conditions (AGB)
General Terms and Conditions of Sale of Pro-ASM for consumers and commercial customers
§ 1 Scope of application
- These conditions of sale also apply to all business transactions between Pro-ASM GmbH, Mainzer Landstraße 164, 60327 Frankfurt am Main, Germany (hereinafter referred to as "Pro-ASM") and the customer, insofar as legal transactions of a related nature are involved (as a precautionary measure, the conditions of sale should always be attached to the order confirmation). We will only accept conditions of the customer which are contrary to or deviate from our conditions of sale if we expressly agree to their validity in writing.
- Individual agreements made with the purchaser in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
- If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks.
- The online presentation of the product range does not constitute a binding offer of contract. By sending an order to Pro-ASM, the customer makes a binding offer. Pro-ASM reserves the right to freely decide whether to accept this offer.
- The contract of sale comes into effect when Pro-ASM either informs the customer in writing of the conclusion of the contract of sale or delivers the ordered goods.
- In the case of products which are already out of stock, the customer will be informed immediately of the non-availability of the article.
- In the event that the customer is a consumer, i.e. if he concludes the legal transaction for purposes that can predominantly be attributed neither to his commercial nor his independent professional activity, the statutory right of revocation for distance selling transactions of 14 days shall apply, which can be exercised without stating reasons.
- Revocations must be made in writing by letter, fax or e-mail (firstname.lastname@example.org) to the following address: Pro-ASM GmbH, Breslauer Str. 396, 90471 Nürnberg
- Since the articles of Pro-ASM GmbH are exclusively sealed hygiene or medical products, the obligation to take back the ordered articles is excluded after opening the seal in case of a revocation. The sealing of the articles is a "hygiene seal", so that a resale of the revoking masks would affect the microbiological purity of these and therefore the intended protection can no longer be guaranteed.
- In the case of an effective revocation, the services received are to be returned to the buyer.
- Should the buyer revoke unopened or sealed items, the services received by both parties must be returned.
- We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order - including in electronic form. These documents may not be made available to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
- Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the current rate.
- Payment of the purchase price must be made exclusively to the account named. The deduction of a discount is only permissible if a special written agreement has been made.
- The purchase price is due without deduction immediately upon receipt of the invoice.
- A return shipment must be made to: Pro-ASM GmbH, Mainzer Landstraße 164, 60327 Frankfurt am Main
- In case of a return of the goods as a result of consumer cancellation, the orderer/recipient must bear the costs of the return.
- If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place 3 months or more after the conclusion of the contract.
- Accepted payment methods are:
- Bank transfer
- The assignment of rights from contracts for the online dispatch of goods and the transfer of these contracts as a whole by the customer requires the prior written consent of Pro-ASM.
- Offsetting or retention by the customer against claims by Pro-ASM arising from these contracts or related non-contractual claims is only permitted if the counterclaim due has been legally established or is undisputed.
- The beginning of the delivery time stated by us presupposes the timely and proper fulfilment of the obligations of the purchaser. We reserve the right to raise the defence of non-performance of the contract.
- If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to make further claims. Insofar as the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
- Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
- If the goods are shipped to the customer at the latter's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
- We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.
- As long as the ownership has not yet been transferred to the customer, the customer is obliged to treat the object of sale with care. In particular, he is obliged to insure it sufficiently at his own expense against theft, fire and water damage at replacement value (note: only permissible when selling high-value goods). If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
- The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The purchaser remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his 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 payments have been suspended. [Note: This clause shall not apply if no extended reservation of title is intended].
- The treatment, processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of purchase shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. Insofar as the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is deemed to be agreed that the customer transfers proportional co-ownership to us and keeps the sole ownership or co-ownership thus created for us. In order to secure our claims against the customer, the customer also assigns to us such claims which accrue to him against a third party through the connection of the reserved goods with a property; we hereby accept this assignment.
- We undertake to release the securities to which we are entitled at the request of the purchaser if their value exceeds the claims to be secured by more than 20%.
- Pro-ASM is liable in the event of an intentional or negligent breach of duty by a legal representative or vicarious agent after a guarantee has been given for the quality of the product.
- Warranty rights of the customer require that he has properly fulfilled his obligations to examine and complain in accordance with § 377 HGB.
- Warranty claims shall become statute-barred 12 months after delivery of the goods delivered by us to our customer. The statutory period of limitation shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. (Note: in the case of the sale of used goods, the warranty period can be completely excluded with the exception of the claims for damages mentioned in sentence 2).
- Insofar as the law pursuant to § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (building defects) prescribes longer periods, these periods shall apply. Our consent must be obtained before any return of the goods.
- If, despite all the care taken, the delivered goods show a defect that already existed at the time of the transfer of risk, we will, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims shall remain unaffected by the above provision without restriction.
- If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
- There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear or of damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable foundation soil or from particular external influences not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
- Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the purchaser's branch office, unless the transfer corresponds to their intended use.
- Recourse claims of the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the legally binding claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the customer's right of recourse against the supplier.
- This contract and the entire legal relations between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
- Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (Note: The use of this clause is not permitted if at least one of the parties is a company not entered in the commercial register)
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
- The customer shall inform Pro-ASM immediately in writing by e-mail to email@example.com of any changes and additions that affect the performance of the services (e.g. relocation, change of e-mail address) and the contractual relationship (change of name).
- Should one of the present or future provisions of these general terms and conditions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. In this case, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision which comes closest to the regulatory objectives pursued by the invalid or unenforceable provision. The same applies to the filling of any contractual gaps.
For non-obvious defects, the period for notification of defects may not be set shorter than one year in the GTC. The period shall commence at the beginning of the statutory limitation period.
In the case of a defective item, the purchaser may, at his discretion, demand as subsequent performance the elimination of the defect or the delivery of a defect-free item or, if the conditions are met, also demand compensation for damages. Only if the supplementary performance is not successful, not possible or not reasonable, the buyer can - in the second place - assert warranty rights: withdrawal or reduction. Restrictions solely on the subsequent performance are ineffective if the other party to the contract is deprived of the right to reduce the purchase price in the event of failure of the subsequent performance.
Any exclusion or limitation of liability for damages resulting from injury to life, body or health, which are based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user, is invalid.
From the beginning of the delay, the buyer shall owe the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, either as buyer or seller, the interest rate is 5% above the base rate. In the case of purchase contracts between entrepreneurs, the interest rate is increased to 8% above the base rate by the reform of the law of obligations. The current base interest rates can be determined at https://www.bundesbank.de/de/bundesbank/organisation/agb-und-regelungen/basiszinssatz-607820.
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