Last Update: 18. February 2022
1. Validity of the GTC
a. The following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply exclusively to the business relationship between Asantys Systems GmbH, Am Schneitbach 12, 77716 Hofstetten, Germany (hereinafter referred to as “Vendor”) and the purchaser, who is hereinafter referred to as “Customer”, of the Vendor’s products, goods and services (hereinafter referred to as “Products” or “Goods”).
b. Deviating terms and conditions of the Customer shall not be accepted, even if the Vendor fulfils his/her contractual obligations without objection, unless the Vendor expressly agrees to the validity of the Customer’s deviating terms and conditions.
c. A “Consumer” within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to his commercial nor to his independent professional activity.
d. “Entrepreneur” within the meaning of the GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or self-employed professional activity.
e. The offer of the Vendor is directed exclusively to Customers who are entrepreneurs (also referred to as “Business Customers” or “B2B”). By placing an order or registering as a Customer, Customers declare that they are an entrepreneur and not a consumer.
2. General Information on Offers and Orders
a. The presentation of the products in the shop, on websites and in digital printed brochures or catalogues or comparable product presentations of the Vendor does not constitute a legally binding offer, but an invitation to place an order and thus the offer of the Customer.
b. Customers are responsible for ensuring that the details they provide are accurate and for notifying any changes to the Vendor if they are necessary for the Vendor’s fulfilment of the contract. In particular, Customers are responsible for ensuring that the e-mail and delivery addresses they provide are accurate and that any obstructions to receipt for which Customers are responsible are taken into account accordingly (e.g. by checking the spam folder of the email software used).
c. Customers are requested to carefully read and observe the instructions during the ordering process and, if necessary, to use the available support functions of their software and hardware (e.g. magnification or read-aloud functions). Required information will be appropriately identified as such by the Seller for the Customers (e.g. by optical highlighting and/or asterisk signs). Until the order is submitted, the Customers can change and view the product selection and their entries at any time, as well as go back in the ordering process or cancel the ordering process altogether. For this purpose, the Customers can use the available and common functions of their software and/or end device (e.g. the forward and back buttons of the browser or keyboard, mouse and gesture functions on mobile devices). Furthermore, unwanted entries can be corrected by canceling the ordering process.
3. Ordering process and conclusion of contract
a. The Customer can select from the products offered in the Vendor’s assortment to the Customer and collect them in a so-called shopping basket. In the selection within the shopping basket, the product selection can be changed, e.g. deleted. Otherwise, the customer can initiate the completion of the order process.
b. The Vendor may accept the Customer’s offer within ten days (hereinafter referred to as the “Acceptance Period”). The Acceptance Period begins with the completion of the order process by the Customer. The Acceptance Period begins with the completion of the order process by the Customer (in the store, or if used and named, on the platform used or by means of other communication channels) and ends with the expiry of its last day. The Vendor may accept the Customer’s offer by means of an explicit acceptance of the offer, also by e-mail. Acceptance may also be affected by dispatch of the goods and their receipt by the Customer within the Acceptance Period, as well as by a request for payment addressed by the Vendor to the Customer and at the latest by the completion of the payment process. In the event of several acceptance events, the earliest acceptance date shall be decisive. If the Vendor does not accept the Customer’s offer within the Acceptance Period, no contract shall be concluded and the Customer shall no longer be bound by his/her offer.
c. By clicking on the button that concludes the ordering process, the Customer makes a binding offer to the Vendor to purchase the products in the shopping basket.
4. Contract text and contract language
a. The Vendor may provide the contractual documents to Customers who are Entrepreneurs both in text form and by other means (e.g. by reference to an online source).
b. If Customers have created a customer account, they can view their placed orders in their account. The full text of the contract is not accessible in the account area.
c. The contract languages are German, English and French, contracts can be concluded in these languages.
5. Prices and shipping costs
a. Unless otherwise stated, all prices are net, plus the applicable statutory value added tax (VAT).
b. In the case of a delivery to countries outside the European Union or the European Economic Area, additional taxes (e.g. import duties) or costs (e.g. bank charges) may be incurred. These expenses are not paid by the Vendor, but are to be paid by the Customer to the appropriate tax or customs authorities. The Vendor recommends that the Customer obtain information on possible further costs from the competent authorities and on the basis of the national regulations that apply to the Customer
c. In addition to the prices indicated, the Seller shall charge the following shipping costs for delivery: Unless otherwise agreed, all prices are set by the Seller on an “ex works” basis (EXW – Incoterms 2020). If the Seller and the Buyer agree on delivery to a delivery address, the Buyer undertakes to bear the costs of transport, packaging and insurance incurred by the Seller.
6. Payment methods and terms
a. Unless otherwise agreed, payments shall be made without discounts, reductions or other rebates.
b. When using financial institutions and other payment service providers, the terms and conditions and data protection information of the payment service providers also apply with regard to payment. Customers are requested to observe these regulations and notes as well as information within the framework of the payment process. This is particularly because the provision of payment methods or the course of the payment procedure may also depend on the agreements between the Customer and financial institutions and payment service providers (e.g. agreed spending limits, location-restricted payment options, verification procedures, etc.).
c. If a payment is not made or reversed due to insufficient funds in the Customer’s account, the provision of incorrect bank details or an unjustified objection by the Customer, then the Customer shall bear the fees incurred as a result, provided that the Customer is responsible for the failed or reversed booking and, in the case of a SEPA credit transfer, was informed of the transfer in good time (so-called “pre-notification”).
d. Prepayment – If payment in advance by means of a bank transfer has been agreed, the payment amount shall already be due upon conclusion of the contract, subject to any express agreement to the contrary. The Vendor shall inform the Customer of his bank details. Delivery shall be made after receipt of payment. If the advance payment has not been received by the Vendor within 10 calendar days of sending the order confirmation, despite the due date, even after a renewed request, the Vendor shall withdraw from the contract with the consequence that the order shall lapse and the Vendor shall have no obligation to deliver. The order is then settled for the buyer and seller without further consequences.
7. Purchase on account
For Customers who are Entrepreneurs, the following rules apply to the Products, which remain the property of the Vendor until full payment has been made (hereinafter referred to as “Retained Goods”). The Vendor shall retain title to the Retained Goods until all claims arising from an ongoing business relationship have been settled in full; the Customer shall be obliged, as long as title has not yet passed to him, to treat the Retained Goods with care. In particular, the Customer is obliged to insure it adequately at its own expense against theft, fire and water damage at replacement value, if this is appropriate or customary in the industry. If maintenance and inspection work has to be carried out, the Customer shall carry this out in good time at its own expense. The processing or transformation of the Retained Goods by the Customer shall always be carried out for the Vendor. If the Retained Goods are processed with other items not belonging to the Vendor, the Vendor shall acquire co-ownership of the new item in the ratio of the value of the Retained Goods to the other processed goods at the time of processing. In all other respects, the same shall apply to the goods created by processing as to the Retained Goods. The Customer also assigns the claim to secure the claims against him which arise against a third party as a result of the combination of the Retained Goods with a real property. Access by third parties to the Retained Goods owned or co-owned by the Vendor shall be reported by the Customer immediately. The Customer shall bear any costs for a third-party action or costs for an extrajudicial release arising from such interventions. The Customer shall be entitled to resell the Retained Goods of title in the ordinary course of business. The Customer hereby assigns to the Vendor by way of security all claims arising from the resale or other legal grounds in respect of the Retained Goods of title (including all current account balance claims). The Vendor revocable authorises the Customer to collect the claims assigned to the Vendor for its account and in its own name. This direct debit authorisation may be revoked if the Customer does not duly meet its payment obligations. The Vendor undertakes to release the securities to which the Vendor is entitled at the Customer’s request if their total sales value exceeds the sum of all outstanding claims of the Vendor arising from the business relationship by more than 10% (or by more than 50% if there is a risk of liquidation). The choice of the securities to be released is incumbent on the Vendor.
8. Delivery, availability of goods
a. The ordered goods will be delivered to the specified delivery address, unless otherwise agreed.
b. In the case of goods delivered by means of a freight carrier, delivery shall be made “free kerbside”, unless otherwise agreed. This means that delivery will be made to a public kerbside nearest to the place of delivery.
c. Furthermore, delivery by means of a freight carrier can only be made if the requirements for the freight carrier delivery communicated to the Customer within the scope of the product description or the ordering process can be fulfilled.
d. If a delivery of goods fails for reasons for which the Customer is responsible, the Customer shall bear the reasonable costs incurred for the outward and return shipment. Insofar as the costs arise from the exercise of the right of withdrawal for consumers, the aforementioned obligation to bear the costs shall only apply to the costs of sending the goods there, while the regulations in the instructions on withdrawal shall apply to the costs of returning the goods.
e. Should the delivery of the goods fail through the fault of the Customer despite three attempts at delivery, the Vendor may withdraw from the contract. Any payments made will be refunded to the Customer without delay.
f. If the ordered product is not available because the Vendor is not supplied with this product by its supplier through no fault of its own, in particular with regard to securing the supply and a possible as well as reasonable effort on its part, the Vendor may withdraw from the contract. If no comparable product is available or if the Customer does not wish a comparable product to be delivered, the Vendor shall immediately reimburse the Customer for any payments already made.
g. In the case of delays in delivery and performance due to force majeure and due to unforeseeable events that make delivery significantly more difficult or impossible for the Vendor, the Vendor shall not be responsible for such delays with respect to Customers who are entrepreneurs, even in the case of bindingly agreed deadlines and dates. In this case, the Vendor shall be entitled to postpone the delivery or service by the duration of the impediment plus a reasonable start-up period. The right to postpone the deadline shall also apply to Customers who are entrepreneurs in cases of unforeseeable events which affect the operations of a pre-supplier and for which neither the pre-supplier nor the Vendor are responsible. For the duration of such hindrance, the Customer shall also be released from his contractual obligations, in particular payment. If the delay is unreasonable for the Customer, the Customer may withdraw from the contract by means of a written declaration after a reasonable period of time to be set by the Customer or after mutual consultation with the Vendor.
h. Customers are requested to report obvious transport damage as soon as possible to the transport company or carrier or otherwise to notify us of the transport damage. This does not create any obligation for Customers who are consumers, the non-notification does not limit the legal rights of the Customer, in particular the warranty and revocation rights as well as the enforcement of these rights.
i. For Customers who are Entrepreneurs, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer as soon as the Vendor has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment; the stated delivery dates and deadlines are not fixed dates, subject to any promises and agreements to the contrary.
9. Production and processing according to the customer’s specifications
a. If the contractual agreement between the Parties includes that the Vendor manufactures or processes the product to be delivered according to the Customer’s specifications, the Customer shall be obliged to provide the Vendor with the information and materials required for the performance of the service and to offer cooperation (hereinafter also referred to collectively as “Cooperation”).
b. The Customer shall be informed of his required Cooperation within the product description or the ordering process.
c. In fulfilling its duties to Cooperation, the Customer must, in particular, adhere to the agreed format, the agreed transmission route and other agreed technical specifications and deadlines when providing information and materials.
d. The Customer shall only provide information and materials as well as to cooperate in the processing by the Vendor in accordance with the contract does not violate applicable law or the intellectual property rights of third parties. The Customer shall in particular ensure that he/she has the necessary rights of use and disposal for the processing by the Vendor. The Vendor is not obliged to verify the legality of Customer’s Cooperation.
e. The Vendor shall not bear any costs for the Cooperation of the Customer.
f. The Customer shall indemnify the Vendor, its employees and representatives against liability and/or claims from authorities or third parties which arise in connection with the Customer’s Cooperation and for which the Customer is responsible. The indemnity shall also include all necessary and reasonable legal defence costs. Furthermore, the Customer shall support the Vendor in this case in the defence against the claims by means of reasonable and necessary acts of cooperation as well as information.
g. The Vendor shall be entitled, on the basis of proper consideration, to reject processing orders, even after conclusion of the contract, in which the Vendor may assume, on the basis of objective indications, a violation of the applicable law, the rights of third parties or morality (this shall apply in particular in the case of information and materials that are harmful to minors, discriminatory, offensive or unconstitutional).
10. Assembly and installation
a. Assembly and installation services, which also include preparatory measures connected therewith, shall be carried out after consultation with the Customer at an agreed date.
b. The risk of accidental loss or accidental impairment of the goods to be assembled or installed shall pass to the Customer not until the finished assembled or installed goods have been handed over to the Customer.
c. If additional costs arise in connection with the assembly and installation services, these will be communicated to the Customer within the scope of the product description, the ordering process or within the scope of a subsequent agreement.
d. The Customer shall be responsible for providing the Vendor with the information required for assembly and installation, as well as for providing the necessary support and, in particular, for ensuring the necessary access to premises.
e. The assembly and installation services shall be performed professionally. Unless otherwise agreed, the Vendor may commission appropriately qualified third parties with the assembly and installation services.
11. Promotional vouchers
a. “Promotion Vouchers” are vouchers which are issued free of charge by the Vendor within the scope of, for example, promotional campaigns (e.g. discount vouchers with percentage or fixed discounts). In contrast, vouchers that embody a certain monetary or material value and are purchased by the Customer as a product shall not be considered Promotion Vouchers.
b. Promotion Vouchers can only be accepted on the terms and conditions communicated, subject to restrictions, e.g. validity for certain product groups, frequency of use and, in particular, only within the specified time limit.
c. Unless otherwise stated, Promotional Vouchers cannot be combined with other Promotional Vouchers.
d. Unless otherwise stated, the Promotional Vouchers issued to recipients may not be transferred to third parties.
e. Promotion vouchers issued by the Vendor may only be redeemed with the Vendor.
f. Unless otherwise stated, Promotion Vouchers can only be redeemed prior to completion of the order process.
g. If an amount remains to be paid after a Promotional Voucher has been redeemed, this can be settled using the payment options offered by the Vendor.
h. If a Promotion Voucher exceeds a value of goods, it will only be taken into account up to the value of the goods without any payment of the remaining amount.
12. Warranty and liability
a. Subject to the following provisions, the warranty (statutory liability for defects) shall be determined in accordance with statutory provisions.
b. The Vendor may limit the warranty in the case of Customers who are consumers if it has specifically informed the Customers thereof and the limitation of the warranty is expressly and separately agreed and this agreement is provided to the Customer on a durable medium.
c. Notwithstanding the liability provisions of these GTC, material defects shall become statute-barred one year after the transfer of risk for customers who are entrepreneurs, unless longer periods are prescribed by law, in particular in the case of special provisions for the recourse of the entrepreneur.
d. If the Customer is an entrepreneur, the Customer shall inspect the goods without undue delay, irrespective of the statutory obligations to give notice of defects, and shall notify the Vendor of any recognisable material defects without undue delay and in writing, and of any non-recognisable material defects without undue delay after they have been discovered. Failure to inspect and notify the Vendor in good time shall result in the exclusion of any rights to assert claims in respect of material defects.
e. The Customer’s rights of recourse against the Seller within the scope of the entrepreneur’s right of recourse in the case of purchases of consumer goods, which cannot be excluded by law, shall not be restricted.
f. If the Customer is an entrepreneur, the choice is between subsequent improvement (i.e. rectification of defects) of defective goods or subsequent delivery (delivery of goods free of defects) by the Vendor.
g. Deviations in quality, weight, size, thickness, width, finish, pattern, colour, etc. that are customary in the trade and permissible in accordance with quality standards do not constitute defects.
h. In relation to Customers who are entrepreneurs, only the information in the product description or other product specifications or manufacturer information expressly included by the Vendor shall be binding for the assessment of the condition and quality of the goods. Other information in the media or public statements as well as information from the manufacturer or third parties shall not be relevant.
i. The Vendor shall not be liable for the Customer’s Internet connection or the software and hardware used by the Customer or any disruptions caused by them to the conclusion or performance of the contract between the Customer and the Vendor.
j. The Vendor shall be liable for damages without limitation insofar as the cause of the damage is based on intent or gross negligence. Furthermore, the Vendor shall be liable for the slightly negligent breach of essential obligations, the breach of which endangers the achievement of the purpose of the contract, for the breach of obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the compliance with which the customer regularly relies (cardinal obligations) or in the case of agreed guarantee commitments. In this case, however, the Vendor shall only be liable for the foreseeable, contract-typical and expectable damage. The Vendor shall not be liable for the slightly negligent breach of obligations other than those mentioned above. The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the product liability law remains unaffected. Insofar as the Vendor’s liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents. In all other respects, claims for damages by the Customer shall be excluded. The above liability provisions shall also apply to claims for damages by the Customer under the Vendor’s statutory warranty.
13. Final provisions
a. The legal relationship between the Customer, insofar as the Customer is an entrepreneur, and the Vendor shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
b. The place of jurisdiction shall be at the Vendor’s (registered) office if the Customer is an entrepreneur, a legal entity under public law or a special fund under public law or if the Customer does not have a general place of jurisdiction in the Vendor’s country of business. The right of the Vendor to choose another admissible place of jurisdiction will remain unaffected.