Basic Provisions
1. These terms and conditions apply to contracts that you enter into with DcodeX GmbH as your contracting party. Unless otherwise agreed, the inclusion of any of your own conditions that you may use is objected to.
2. Within the scope of the following provisions, a natural person is considered a consumer if they conclude a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity. An entrepreneur is defined as any natural or legal person or legally capable partnership that acts in the conclusion of a legal transaction within the scope of its independent professional or commercial activity.
Offers/Contract Conclusion/Prices/Payment Terms
1. Our individually tailored offers are valid for a period of 30 days, while other offers are non-binding.
2. A contract is concluded by the timely acceptance of our written offer in text form, through our written order confirmation, or at the latest, by the delivery of the goods as acceptance of the buyer’s offer.
3. Prices stated in price lists and similar documents are non-binding and subject to change. The price quoted in the offer ‚ex works‘ excludes packaging, transport, or shipping costs, unless otherwise specified in the contract. The statutory value-added tax is not included in the prices and will be separately indicated on the invoice on the day of billing.
4. Unless otherwise agreed in our offer or order confirmation, payment is due immediately upon receipt of the invoice, but before delivery, without deduction. Legal regulations regarding the consequences of payment default apply.
5. The customer has set-off rights only if their counterclaims have been legally established, are undisputed, or have been acknowledged by us.
6. We reserve ownership and copyright to illustrations, drawings, calculations, and other physical or non-physical information, including in electronic form. This also applies to written documents marked as ‚confidential.‘ Explicit written consent from us is required before passing on to third parties.
7. We reserve the right to make minor deviations from illustrations in brochures, price lists, or other documents related to the offer, as well as technical improvements or customary variations, provided they do not impair the use for the contractually intended purpose and are reasonable for the customer. The contents of our brochures and any descriptions or explanations in connection with this contract are approximate values customary in the industry, unless expressly stated in writing as binding. Specific product properties are neither assured nor guaranteed, and only our legal representatives are authorized to make warranty commitments.
Scope of Delivery
1. Only our written order confirmation is authoritative for the scope of delivery. Supplementary agreements and changes require our written confirmation.
2. Dimensions, weights, illustrations, and drawings are binding for execution only if expressly confirmed in writing. Packaging is done according to professional and trade standards and is chargeable as one-time packaging.
3. If deliveries are made according to the instructions, drawings, templates, and other specifications of the buyer, resulting in the infringement of third-party intellectual property rights, the buyer agrees in advance to indemnify us from all claims by the third party and any costs associated with any legal defense.
4. In the case of agreed-upon assembly, if delayed due to the fault of the buyer, the buyer shall bear the costs for waiting time and, if necessary, the required re-travel of assembly personnel.
5. The unloading point is generally determined by the recipient. The unloading point must be generally accessible to a heavy-duty truck. By signing the delivery note, the recipient confirms the proper quantity and quality of the delivered goods.
Delivery Time / Delivery Delay / Partial Deliveries
1.The agreed delivery time results from the agreements of the contracting parties. Adherence requires that at the time of contract conclusion, all commercial and technical issues between the parties are clarified. The customer must also fulfill all obligations incumbent upon them subsequently, such as submitting necessary certificates or approvals and making a deposit. If this is not the case, the delivery time shall be extended reasonably, unless we are responsible for the delay.
2. Fulfillment of our delivery obligation further requires that the customer fulfills their obligations in a timely and proper manner. The plea of non-fulfilled contract remains reserved.
3. The delivery deadline is considered met if the delivered item has left the supplier’s factory or if readiness for shipment/pickup has been reported by the expiration.
4. If the non-compliance with the delivery time is due to force majeure, labor disputes, or other events beyond our control, the delivery time shall be extended reasonably. We will promptly inform the customer of the commencement and end of such circumstances.
5.For divisible services, we are entitled to provide reasonable partial services that can be invoiced separately.
6. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we can claim the resulting damages, including possible additional costs. Further claims or rights remain reserved.
7. In the case of default of acceptance, the risk of accidental loss or deterioration of the purchased item passes to the customer as soon as they are in default of acceptance or debtor’s delay.
8. Other statutory claims and rights of the customer remain unaffected.
9. Returns of delivered goods are generally not possible.
Transfer of Risk and Acceptance
1. Unless otherwise specified in the contract/order confirmation, delivery is ‚ex works.‘ The dispatch of the goods is at the customer’s risk, including the risk of accidental loss.
2. The risk passes to the buyer no later than upon dispatch of the delivery, even if partial deliveries are made or if the supplier has undertaken additional services such as shipping costs, delivery, and installation. Upon the buyer’s request and at their expense, the shipment can be insured by the supplier against theft, breakage, transportation, fire, water damage, and other insurable risks.
3. If the dispatch is delayed due to circumstances for which the buyer is responsible, the risk transfers to the buyer from the day of readiness for dispatch. However, the supplier is obligated, at the buyer’s request and expense, to arrange the necessary insurance.
4. The buyer is obligated to accept delivered items, even if they have minor defects, without prejudice to the rights under Section VII
5.Partial deliveries are permissible.
Retention of Ownership / Transfer of Ownership
1. Until full payment of all claims arising from the respective supply contract and all other claims against the customer existing at the time of contract conclusion – irrespective of the legal basis – we reserve ownership of the deliveries. In the case of an ongoing account, the reserved ownership serves as security for our balance claim. The customer may not pledge or transfer the reserved goods for security. In the event of a credit-financed resale of the reserved goods, the customer is obligated to safeguard our rights.
2. If the goods are seized, confiscated, or otherwise claimed by third parties while in the possession of the customer, the customer must promptly inform the third party about the retention of ownership and notify us in writing immediately of the claim so that we can file a lawsuit under § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse the costs of a lawsuit under § 771 ZPO, the customer is liable for the resulting loss.
3. The customer is allowed to sell the goods delivered under reservation within the ordinary course of business. This right expires if the customer suspends payments. The customer hereby assigns all claims arising from the resale of the reserved goods, up to the respective invoice value, including value-added tax, to us as security for the full payment of our claims. We accept this assignment. Even after the assignment, the customer is authorized to collect the claim and enforce the securities at their own expense. We undertake not to collect the claim as long as the customer meets their payment obligations and has not filed an application for the initiation of a composition or insolvency proceeding.
4. The customer also assigns to us claims to secure our claims against them arising from the connection of the delivered item with real property against a third party.
5. The customer has the obligation to handle the deliveries with care and to insure them adequately at their own expense against fire, water, and theft damages. In case of loss, destruction, or damage to the reserved goods, the customer must inform us immediately and provide all relevant damage documentation, such as damage assessments, upon request. The customer must hand over either the insurance policy or a security certificate issued by the insurer for the reserved goods, at our discretion.
6. In case of customer breaches, especially in the case of payment default, we are entitled to reclaim the delivered item. The repossession of the delivered item by us is considered a withdrawal from the contract. After repossession, we are authorized to dispose of the delivered item, with the proceeds credited to the customer’s liabilities – minus reasonable disposal costs.
7. We undertake to release the securities we are entitled to upon the customer’s request, to the extent that the realizable value of our securities exceeds the secured claim by more than 10%. The choice of the security to be released is at our discretion.
Warranty
1. The statutory rights for defects apply.
2. As a consumer, you are requested to promptly check the delivered goods for completeness, obvious defects, and transportation damages upon receipt. Please inform us and the carrier of any complaints as soon as possible. Neglecting this duty does not affect your statutory warranty claims.
3. Deviations from the objective requirements are considered agreed upon if you were informed by us about these deviations before submitting your contractual declaration, and the deviation was expressly and separately agreed upon between the contracting parties.
4. For entrepreneurs, the warranty provisions differ from the above:
a) The characteristics of the goods are exclusively defined by our own specifications and the manufacturer’s product description, and not by other advertisements, public praises, or statements by the manufacturer.
b) In the case of defects, we provide warranty at our discretion through rectification or replacement. If the rectification fails, you have the right to choose between a price reduction or withdrawal from the contract. The rectification is deemed to have failed after the second unsuccessful attempt, unless the nature of the goods or the defect or other circumstances indicate otherwise. In the case of rectification, we are not obliged to bear the increased costs resulting from transporting the goods to a location other than the place of performance, unless this corresponds to the intended use of the goods.
c) The warranty period is one year from the delivery of the goods. This shortening of the period does not apply:
for damages attributable to us that have been culpably caused by the violation of life, body, or health, as well as for other damages caused intentionally or through gross negligence;
– if we fraudulently concealed the defect or assumed a warranty for the quality of the item;
– for items that were used for a construction in accordance with their usual purpose and caused its defectiveness;
– for statutory recourse claims that you assert against us in connection with defect rights.
Choice of Law, Place of Performance, Jurisdiction
1. German law shall apply. For consumers, this choice of law only applies insofar as it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the country in which the consumer has his habitual residence (principle of favorability).
2. The place of performance for all services arising from the existing business relationships and the place of jurisdiction is our company headquarters, unless you are a consumer but a merchant, legal entity under public law, or a special fund under public law. This also applies if you have no general place of jurisdiction in Germany or the EU, or your residence or habitual abode is not known at the time the action is filed. The right to call upon the court at another statutory place of jurisdiction remains unaffected.
3. The provisions of the UN Sales Convention explicitly do not apply.
Customer Information Identity of the Seller
DcodeX GmbH
Am Seelesgraben 8
87534 Oberstaufen
Germany
E-Mail: info@dcodex.de
1. The European Commission provides a platform for online dispute resolution (ODR), which can be accessed at https://ec.europa.eu/odr. We are neither willing nor obliged to participate in dispute resolution proceedings before consumer arbitration bodies.
2. The technical steps for the conclusion of the contract, the conclusion of the contract itself, and correction options are carried out in accordance with the provisions of the ‚Conclusion of the Contract‘ section of our General Terms and Conditions (Part I).
3. Language of the contract, storage of the contract text
3.1. The contract language is German.
3.2. We do not store the full contract text. Before submitting the order through the online shopping cart system, the contract data can be printed or electronically saved using the print function of the browser. After we receive the order, the order data, the legally required information for distance contracts, and the General Terms and Conditions will be sent to you again by email.
3.3. For inquiries outside the online shopping cart system, you will receive all contract data as part of a binding offer in written form, e.g., by email, which you can print out or electronically save.
4. Essential characteristics of the goods or services
The essential characteristics of the goods and/or services can be found in the respective offer. 5. Prices and Payment Terms
5.1. The prices and shipping costs stated in the respective offers represent total prices, including all applicable taxes.
5.2. The applicable shipping costs are not included in the purchase price and are separately indicated during the order process.
5.3. Costs of money transfer (e.g., bank transfer or exchange rate fees) are to be borne by you if the delivery is made to an EU member state but the payment is initiated outside the European Union.
5.4. The available payment methods are indicated under a corresponding button on our website or in the respective offer.
5.5. Unless otherwise specified for individual payment methods, payment claims from the concluded contract are due for immediate payment.
6.Delivery Conditions
6.1. The delivery conditions, the delivery date, and any existing delivery restrictions can be found under a designated button on our website or in the respective offer.
6.2. For consumers, the risk of accidental loss and accidental deterioration of the goods during shipment only passes to you upon handover of the goods, unless you have independently commissioned a transport company not named by the entrepreneur or another person designated to carry out the shipment. If you are a business customer, delivery and shipping are at your own risk.
Statutory Warranty Rights
The warranty is governed by the provisions of the ‚Warranty‘ section in our General Terms and Conditions (Part I). These terms and conditions and customer information have been created by legal experts specializing in IT law at Händlerbund and are continuously checked for legal conformity. Händlerbund Management AG guarantees the legal security of the texts and is liable in case of warnings. More information can be found at: https://www.haendlerbund.de/de/leistungen/rechtssicherheit/agb-service.“
Last Update
Last update 28.01.2024