General Terms and Conditions of Business

GENERAL TERMS AND CONDITIONS WITH CUSTOMER INFORMATION

1. Scope
2. Conclusion of contract
3. Right of revocation
4. Prices and terms of payment
5. Delivery and despatch conditions
6. Title retention
7. Liability for defects
8. Liability
9. Applicable law

1. Scope

1.1
These General Terms and Conditions (hereinafter referred to as the "GTC") of the "Panometer GmbH" (hereinafter referred to as the "Seller") shall apply to all contracts concluded by a consumer or business (hereinafter referred to as the "Customer") with the Seller relating to the goods and/or services presented in his online shop. We hereby object to the application of the Customer’s own terms and conditions, unless agreed otherwise.

1.2
A consumer in the sense of these GTC is a natural person, who concludes a legal transaction for reasons, which can for the most part be attributed neither to his commercial nor his independent professional activity. A business in the sense of these GTC is a natural or legal person or legally responsible partnership, acting in execution of their independent professional or commercial activity.

2. Conclusion of contract

2.1
The product presentations depicted in the online shop of the Seller shall not represent a binding offer on the part of the Seller, but only serve as a submission of a binding offer on the part of the Customer.

2.2
The Customer can submit his offer via the online order form integrated into the online shop of the Seller. The Customer shall thereby submit a legally binding offer relating to the goods and/or services contained in his shopping cart by clicking on the button that concludes the ordering process, once he has placed the goods and/or services selected into the virtual shopping cart.

2.3
The Seller can accept the offer made by the Customer within five days by:
- sending the Customer an order confirmation in writing or an order confirmation in text form (by fax or email), whereby the receipt of the order confirmation by the customer shall be decisive, or
- delivering the Customer the goods ordered, whereby the receipt of the order confirmation by the customer shall be decisive, or
- requesting the Customer for payment following the submission of his order.

In the event that more than one of the aforementioned alternatives are possible, then the contract shall come into effect on the date that whichever of the alternatives occurs first. In the event that the Seller does not accept the offer of the customer within the aforementioned deadline, then this shall be deemed as a refusal of the offer with the consequence that the Customer shall no longer be deemed to be bound by his declaration of intent.

2.4
The deadline for acceptance of the offer shall begin on the day following the sending of the offer by the Customer and shall end with the expiry of the fifth day following the sending of the offer.

2.5
Following the submission of an offer using the online order form of the Seller, the contract text will be saved by the Seller and sent to the Customer after the posting of his order together with the available GTC in text form (e.g. by email, fax or post). In addition, the contract text will be archived on the Seller's website and can be retrieved by the Customer via his password-protected customer account free of charge by using the appropriate login data, provided that the Customer has created a customer account in the Seller's online shop before submitting his order.

2.6
The Customer can amend his entries at any time before submitting a binding order via the Seller's online order form by using the usual keyboard and mouse functions. Furthermore, before the binding order is submitted, all the entries will be displayed again in a confirmation window where they can be corrected by means of the usual keyboard and
mouse functions.

2.7
Only the German language is available for the conclusion of contract.

2.8
Order handling and contacting will normally ensue by email and automated order handling. The Customer shall ensure that the email address specified by him for the order handling is correct, so as to enable him to receive emails sent by the Seller. In particular, when using SPAM filters the Customer shall ensure that all the emails sent by the Seller or the third-party assigned by him for the order handling can be delivered.

3. Right of revocation

As a matter of principle, Consumers shall be entitled to a right of revocation. For more information on the Right of revocation, refer to the Seller's revocation policy.

4. Prices and terms of payment

4.1
Unless otherwise provided for in the Seller's offer, the prices specified are final prices that include the statutory sales tax. Any additional delivery and despatching costs occurring will be separately specified in the respective product description.

4.2
For deliveries to countries outside the European Union, further costs may occur on an individual basis, for which the Seller is not responsible and which shall be borne by the Customer. These include costs incurred for the transfer of money via credit institutions (e.g. remittance fees, exchange charges) or import taxes (e.g. customs duties).

4.3
The Customer can avail himself of various methods of payment available in the Seller's online shop.

5. Delivery and despatching conditions

5.1
The delivery of goods shall normally ensue using the despatching routes and to the delivery address specified by the Customer. When processing the transaction, the delivery address specified in the Seller's purchasing process shall be decisive. Notwithstanding this, when selecting the PayPal method of payment, the delivery address stored at PayPal at the time of payment shall be decisive.

5.2
In the event that the transport company sends the despatched goods back to the Seller because delivery to the Customer was not possible, then the Customer shall bear the costs for the unsuccessful delivery. This shall not, however, apply, if the Customer is not responsible for the circumstances, which led to the unsuccessful delivery, or if he was temporarily prevented from accepting the service provided,
unless the Seller had specified the service to him a reasonable period in advance.

5.3
As a matter of principle, the risk of accidental loss and of accidental deterioration of the goods sold shall be passed on to the customer upon the handing over to the customer or authorised person.  If the Customer is acting as a business, the risk of accidental loss and of accidental deterioration in the case of purchase to destination shall, upon delivery of the goods, be passed on to a suitable transport person at the registered office of the Seller.

5.4
In the event of incorrect or improper self-delivery, the Seller shall reserve the right to withdraw from the contract. This shall, however only apply in the case that the Seller is not responsible for the non-delivery and he had concluded a specific covering transaction with the deliverer with due diligence. The Seller shall undertake all reasonable efforts in order to procure the goods. In the case of non-availability or only partial availability of the goods, the Customer will be immediately notified and consideration be refunded without delay.

5.5
Collection by the Customer is not possible for logistical reasons.

6. Title retention

6.1
Concerning consumers, the Seller shall retain ownership of the delivered goods until the payment owed has been paid in full.

6.2
Concerning businesses, the Seller shall retain ownership of the delivered goods until all claims resulting from a current business relationship have been settled.

6.3
If the Customer is acting as a business, then he shall be entitled to resale the reserved goods in the orderly course of his business. The Customer shall assign all claims resulting from said business against third-parties to the amount of the respective invoice value (including sales tax) to the Seller beforehand. This assignment shall apply irrespectively of whether the goods subject to retention have been resold without or subsequent to processing. The Customer shall remain empowered to collect the receivables even following the assignment. The authority of the Seller to collect the receivables himself shall hereby remain unaffected. The Seller, however, will not collect the receivables as long as the Customer fulfils his payment obligations to the Seller, does not enter into default of payment and no application for the opening of insolvency proceedings has been made.

7. Liability for defects

If there is a defect in the goods purchased, then the statutory provisions shall apply. By way of derogation hereof, for items, which have not been used in accordance with their usual utilisation for a building and have caused its defectiveness, the following shall apply:

7.1
For businesses
- as a matter of principle, a minor defect shall not constitute claims for defects,
- the Seller shall have the choice of subsequent performance,
- for defects in new goods, the period of limitation shall be one year from the transfer of risk,
- for defects in used goods, the rights and claims shall be automatically excluded,
- the limitation period shall not start anew in the event of a replacement ensuing due to liability for defects.

7.2
For consumers, the period of limitation for claims arising from defects shall be:
- two years for new goods from delivery of the goods to the Customer,
- one year for used goods from delivery of the goods to the Customer – with the restriction of Clause 7.3.

7.3
For businesses and consumers, the aforementioned liability and limitation period restrictions specified in Clause 7.1 and Clause 7.2 shall not be applicable to claims for damages and reimbursement of expenditure, which the purchaser can make due to defects pursuant to Clause 8 in accordance with statutory provisions.

7.4
Furthermore, for businesses, the statutory periods of limitation for the right of recourse in accordance with § 478 German Civil Code (BGB) shall remain unaffected. The same shall apply to businesses and consumers in relation to wilful breach of obligation and fraudulent concealment of a defect.

7.5
If the Customer is acting as a "Kaufmann" (with a business registered in the German Commercial Register) in terms of § 1 German Commercial Code (HGB), he shall be subject to the commercial obligation of examination and notification of defects in accordance with § 377 HGB. In the event that the Customer fails to comply with the notification obligations laid down therein, the goods shall be deemed to be approved.

7.6
If the Customer is acting as a consumer, then he is requested to make a claim to the delivery agent for goods delivered with obvious transport damage and notify the Seller thereof. In the event that the Customer does not fulfil said claim, then this shall have not have any effects whatsoever on his statutory or contractual claims for defects.

7.7
If the subsequent performance ensues by replacement delivery, the Customer shall undertake to return the goods initially delivered to the Seller within 30 days at the Seller's expense. The return delivery of the defective goods shall ensue in accordance with statutory provisions.

8. Liability

The Seller shall be liable to the Customer for all contractual, contract-related, statutory and tortious claims for damages and expenditure as follows:

8.1
The Seller shall have unlimited liability on any legal grounds:
- for intent or gross negligence,
- for negligent or wilful loss of life, personal injury of damage to health,
- due to a guarantee undertaking, unless otherwise provided for in this regard,
- due to compulsory liability, such as in accordance with the German Product Liability Law.

8.2
If the Seller negligently violates an essential contractual obligation, then the liability shall be limited to the foreseeable damage typical of the contact concerned, unless unrestricted and unreserved liability applies in accordance with Clause 8.1. Essential obligations in the sense of the contract are obligations, which the contract imposes on the Seller according to its content and for the obtainment of the purpose of the contract, whose fulfilment makes the due performance of the contract possible in the first place and on the fulfilment of which the customer regularly may rely.

8.3
Apart from this, the liability of the Seller shall be excluded.

8.4
The aforementioned liability provisions shall also apply in relation to the liability of the Seller for his vicarious agents and legal representatives.

9. Applicable law

9.1
The Laws of the Federal Republic of Germany – without recourse to international laws on the international purchase of movable goods – shall be applicable to all legal relations of the parties. For consumers, this choice of law shall only apply insofar as the protection afforded is not deprived by obligatory provisions under the law of the country, in which the consumer has his normal residence.

9.2
If the Customer is acting as a "Kaufmann" (with a business registered in the German Commercial Register), legal person as defined in public law or a special fund as defined in public law based in the territory of the Federal republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the place of business of the Seller. If the Customer is based outside the territory of the Federal republic of Germany, then the place of business of the Seller 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 ascribed to the professional or commercial activity of the customer. In the aforementioned cases, however, the Seller shall be entitled to apply to the court responsible at the place of residence of the Customer in each case.