General Terms and Conditions (GTC)
Liquisto Technologies GmbH, Managing Directors: Aernout Verhallen & Humphrey Yeboah, Wallstrasse 14A, 10179 Berlin, Germany
§1 Scope of application
(1) These Terms and Conditions shall apply exclusively to entrepreneurs. Entrepreneurs (hereinafter referred to as Customers) are natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity.
(2) All deliveries, services and offers of Liquisto Technologies GmbH are exclusively based on these GTC. The GTC are an integral part of all contracts concluded by Liquisto Technologies GmbH with its customers for the deliveries or services offered by it. They shall also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed upon again.
(3) Terms and conditions of the customer or third parties shall not apply, even if Liquisto Technologies GmbH does not separately object to their application in individual cases. Conflicting terms and conditions or terms and conditions deviating from these Terms and Conditions shall only be accepted if their validity has been expressly agreed to in writing by Liquisto Technologies GmbH.
(4) The General Terms and Conditions shall also apply if Liquisto Technologies GmbH carries out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these Terms and Conditions.
§2 Offer of Goods and Conclusion of Contract
(1) All offers of goods on our Internet pages are non-binding and subject to change. This applies in particular to prices (including those stated in the shopping cart on our Internet pages at the time of the order) and illustrations. We reserve the right to make technical changes as well as changes in shape, color and/or weight within the scope of what is reasonable.
(2) By ordering goods from us, the customer bindingly declares his intention to purchase the ordered goods. Liquisto Technologies GmbH may accept the contractual offer made to it in the order within 30 days after receipt. A confirmation e-mail of the order sent by Liquisto Technologies GmbH or a third party (e.g. Ebay) during the order process or any following status reports do not constitute an acceptance of the offer. The purchase contract is concluded as soon as Liquisto Technologies GmbH sends the customer an order confirmation/invoice or ships the ordered goods. Solely decisive for the legal relationship between Liquisto Technologies GmbH and the customer is the purchase contract concluded with the acceptance by Liquisto Technologies GmbH including these GTC, unless mandatory statutory provisions conflict with this. Verbal promises made by Liquisto Technologies GmbH prior to the conclusion of the contract are not legally binding. They shall only become part of the contract if they have been agreed upon in writing beforehand.
(3) Liquisto Technologies GmbH makes the acceptance of an offer according to para. 2 expressly dependent on the fact that the purchase contract is concluded with an entrepreneur in the sense of § 14 BGB (German Civil Code) and that the conclusion of the purchase is made in the exercise of commercial or self-employed activity. Offers from consumers or from entrepreneurs acting as consumers will not be accepted. Liquisto Technologies GmbH shall be entitled to verify the entrepreneurial status of the customer and may request corresponding evidence from the customer.
§3 Prices, Shipping & Handling, Payment
(1) The prices stated on the Internet pages are net prices, unless a declaration is made as gross price. In the latter case, the net price shall be shown separately.
(2) Our prices are exclusive of any costs incurred for packaging and freight.
(3) In case of partial deliveries arranged by Liquisto Technologies GmbH, subsequent deliveries shall be free of shipping costs.
(4) Shipment as well as payment of the purchase price shall be made exclusively according to the shipping and payment terms/methods offered by Liquisto Technologies GmbH on the sales platforms (Liquistoaxcess.com, online marketplaces).
§4 Offsetting and rights of retention
The customer shall only have the right of set-off if his counterclaims have been legally determined. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§5 Delivery time
(1) The expected delivery times are product-dependent and are generally indicated on our Internet pages. The deadlines and dates for deliveries promised there are always only approximate, unless a fixed deadline or date is expressly promised or agreed in writing. In the case of shipment, delivery periods refer to the time of handover to the forwarding agent, carrier or other third party entrusted with the transport.
(2) Liquisto Technologies GmbH may - without prejudice to its rights arising from delays on the part of the customer - demand an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the customer does not meet its contractual obligations towards Liquisto Technologies GmbH. This also refers to the clarification of all technical questions on the part of the customer.
(3) Liquisto Technologies GmbH shall not be liable for the impossibility of delivery or for delays in delivery, as far as these have been caused by force majeure or other events not foreseeable at the time of the conclusion of the contract (e.g. breakdowns of any kind, transport delays, strikes, lawful lock-outs, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver, to deliver correctly or to deliver on time), for which Liquisto Technologies GmbH is not responsible. If such events make the delivery or service substantially more difficult or impossible for Liquisto Technologies GmbH and the hindrance is not only of temporary duration, Liquisto Technologies GmbH shall be entitled to withdraw from the contract. In case of hindrances of temporary duration, the delivery or service periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying Liquisto Technologies GmbH in writing.
(4) Liquisto Technologies GmbH shall be entitled to make partial deliveries if
- the partial delivery is feasible for the customer within the scope of the contractual intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the customer does not incur significant additional expenses or costs (or Liquisto Technologies GmbH bears the assumption of these costs).
(5) If Liquisto Technologies GmbH is in delay with a delivery or service or if a delivery or service becomes impossible for Liquisto Technologies GmbH, for whatever reason, Liquisto Technologies GmbH's liability for damages shall be limited in accordance with § 10 of these General Terms and Conditions.
(6) If the customer is in delay of acceptance or culpably violates other duties to cooperate, Liquisto Technologies GmbH shall be entitled to claim compensation for the damage incurred by it in this respect, including any additional expenses. Liquisto Technologies GmbH reserves the right to assert further claims. In particular, the risk of accidental loss or accidental degradation of the object of sale shall pass to the customer upon occurrence of the delay in acceptance.
§6 Transfer of risk upon dispatch
(1) The place of performance for all obligations arising from the contractual relationship is the registered office of Liquisto Technologies GmbH, unless otherwise specified.
(2) The method of shipment and the packaging are subject to the dutiful discretion of Liquisto Technologies GmbH.
(3) The risk shall pass to the customer at the latest upon handover of the delivery item (whereby the beginning of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment; this shall also apply if partial deliveries are made or Liquisto Technologies GmbH has assumed other services.
§7 Retention of title
(1) The retention of title agreed below serves to secure all respective existing current and future claims of Liquisto Technologies GmbH against customers arising from the supply relationship existing between the contracting parties.
(2) The goods delivered by Liquisto Technologies GmbH to the customer shall remain the property of Liquisto Technologies GmbH until full payment of all secured claims. The goods as well as the goods taking their place according to this clause and covered by the retention of title are hereinafter referred to as goods subject to retention of title.
(3) The customer shall store and insure the goods subject to retention of title free of charge for Liquisto Technologies GmbH. He shall be entitled to process and sell the goods subject to retention of title in the ordinary course of business until the case of realization (paragraph 8) arises. Pledges and transfers of ownership by way of security are not permitted.
(4) If the goods subject to retention of title are processed by the customer, it is agreed that the processing shall be carried out in the name and for the account of Liquisto Technologies GmbH as producer and that Liquisto Technologies GmbH shall directly acquire ownership or - if the processing is carried out from materials of several owners or the value of the processed item is higher than the value of the goods subject to retention of title - co-ownership (fractional ownership) of the newly created item in proportion of the value of the goods subject to retention of title to the value of the newly created item. In the event that no such acquisition of ownership should occur at Liquisto Technologies GmbH, the customer already now transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item as security to Liquisto Technologies GmbH. If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, Liquisto Technologies GmbH shall retain co-ownership of the uniform item on a pro rata basis in the ratio stated in sentence 1.
(5) In case of resale of the goods subject to retention of title, the customer herewith assigns to Liquisto Technologies GmbH by way of security the resulting claim against the purchaser - in case of co-ownership of Liquisto Technologies GmbH in the goods subject to retention of title pro rata according to the co-ownership share. The same shall apply to other claims which take the place of the goods subject to retention of title or otherwise arise with respect to the goods subject to retention of title, such as insurance claims or claims in tort in case of loss or destruction. Liquisto Technologies GmbH revocably authorizes the customer to collect the claims assigned to the seller in his own name. Liquisto Technologies GmbH may revoke this authorization to collect only in case of realization.
(6) If third parties gain access to the goods subject to retention of title, in particular by seizure, the customer shall immediately notify them of Liquisto Technologies GmbH's ownership and inform Liquisto Technologies GmbH thereof in order to enable Liquisto Technologies GmbH to enforce its ownership rights. If the third party is not in a position to reimburse Liquisto Technologies GmbH for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to Liquisto Technologies GmbH for such costs.
(7) Liquisto Technologies GmbH shall release the goods subject to retention of title as well as the items or claims replacing them upon request at its discretion, provided that their value exceeds the amount of the secured claims by more than 50%.
(8) If Liquisto Technologies GmbH withdraws from the contract in the event of a breach of contract by the customer - in particular default of payment - it shall be entitled to demand the return of the goods subject to retention of title.
§8 Liability for material defects
(1) Liquisto Technologies GmbH sells both new goods and unused second-hand goods, e.g. from dissolved stocks or similar, under exclusion of liability for material defects, unless otherwise provided for in §§ 9 and 10. Unused and/or originally packaged goods are expressly sold as new or used goods and also offered as such on the sales platforms.
(2) The exclusion of liability for material defects shall not apply in the event of fraudulent concealment of defects or the provision of a quality guarantee.
§9 Durability warranty
According to § 8 the legal warranty for material defects is excluded. If goods are expressly offered and sold by Liquisto Technologies GmbH with a durability guarantee or manufacturer's warranty (e.g. in the item description on the sales platforms of Liquisto Technologies GmbH or by separate written agreement), the following warranty conditions shall apply in deviation from the agreed exclusion of material defects according to § 8:
- The durability guarantee begins with the handing over of the goods to the buyer, it is limited to 30 days. Complaints must be made to Liquisto Technologies GmbH in writing without delay. After expiration of the 30-day period, the claiming of durability guarantee is excluded. The receipt of the written notification by Liquisto Technologies GmbH shall be decisive for compliance with the time limit.
- The manufacturer's warranty begins with the delivery of the goods to the buyer and is limited to the period of time specified by Liquisto Technologies GmbH in the article description / the offer of goods on our internet sites. The manufacturer's warranty is also limited to the restrictions provided by the manufacturer. Complaints must be made to Liquisto Technologies GmbH in writing without delay. After expiration of the deadline, the claiming of manufacturer's warranty is excluded. The receipt of the written notification by Liquisto Technologies GmbH shall be decisive for compliance with the time limit.
- In the event of a warranty claim, we shall, subject to the provisions of Clause 3, at our discretion either repair the defect or deliver replacement goods. Parts that have been replaced shall become our property. If repair or replacement does not succeed within a reasonable period of time, the buyer may return the goods at his own expense after consultation with Liquisto Technologies GmbH. The buyer will be refunded the purchase price as well as the incurred shipping costs. Goods returned freight collect will not be accepted. Further claims under this warranty are excluded.
- No warranty shall be assumed if the durability has been impaired by failure to follow the manufacturer's operating or maintenance instructions, if modifications have been made to the products or parts have been replaced, if consumables have been used that do not comply with the original specifications or if the durability has been impaired by otherwise improper use, wear and tear or by external influences. Likewise, damage that has occurred in transit is not covered by this warranty.
§10 Liability for damages due to culpability
(1) The liability of Liquisto Technologies GmbH for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or wrong delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this § 10, insofar as culpability is involved.
(2) Liquisto Technologies GmbH shall not be liable in case of ordinary negligence, unless it concerns a breach of essential contractual obligations. Material contractual obligations are, in addition to the delivery of the ordered goods, also consulting, protection and care obligations, which are to enable the customer to use the delivery item in accordance with the contract, as well as the protection of life and limb of the customer's personnel or the protection of the customer's property against substantial damage. The liability of Liquisto Technologies GmbH due to intentional or grossly negligent conduct shall remain unaffected by this limitation of liability.
(3) Insofar as Liquisto Technologies GmbH is liable for damages according to para. 2, this liability shall be limited to damages which Liquisto Technologies GmbH foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or which Liquisto Technologies GmbH should have foreseen by exercising due care. Indirect damages and consequential damages resulting from defects of the delivery item (e.g. also claims for compensation due to losses of the customer resulting from loss of income, loss of use, loss of production, capital costs or costs associated with an interruption of business) shall only be compensable if they are typically to be expected. Such damage is not typically to be expected if it has only arisen as a result of improper commissioning (e.g. because manufacturer's specifications were not observed and/or commissioning was carried out by insufficiently qualified personnel or the Buyer did not check the goods for proper functioning prior to commissioning) or improper use of the delivery item.
(4) The above exclusions and limitations of liability shall apply to the same extent in favor of the legal representatives, employees and other vicarious agents of Liquisto Technologies GmbH.
(5) Insofar as Liquisto Technologies GmbH provides technical information or acts in an advisory capacity and such information or advice is not part of the contractually agreed scope of services owed by it, this shall be done free of charge and to the exclusion of any liability.
(6) The customer shall indemnify Liquisto Technologies GmbH against any claims of third parties which are due to any form of fault on the part of the customer, their employees or any other persons commissioned by the customer.
§11 Data Protection
(1) The customer acknowledges that Liquisto Technologies GmbH stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transmit the data to third parties (e.g. forwarding agents, carriers, etc.) to the extent necessary for the performance of the contract. For the rest, reference is made to the data protection declaration on our Internet sites.
§12 Applicable Law - Place of Jurisdiction
(1) The legal relationships existing between Liquisto Technologies GmbH and the customer, in particular the purchase contract concluded between them, shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer with its registered office in the Federal Republic of Germany is a merchant within the meaning of § 1 para. 1 of the German Commercial Code (HGB), a legal entity or a partnership with legal capacity or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with the relevant contractual relationship shall be the registered office of Liquisto Technologies GmbH.
(3) Customers with registered offices outside the Federal Republic of Germany may bring an action against Liquisto Technologies GmbH exclusively at the place of jurisdiction specified in para. 2; Liquisto Technologies GmbH may bring an action against customers with registered offices outside the Federal Republic of Germany at their registered offices or at the place of jurisdiction specified in para. 2.
§13 Severability Clause
Should individual provisions of the contract with the customer including these GTC be invalid or unenforceable in whole or in part or become invalid or unenforceable in whole or in part after the conclusion of the contract, the validity of the remainder of the contract including these GTC shall not be affected thereby. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which most closely approximate the economic objective pursued by Liquisto Technologies GmbH and the customer with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the contract including these GTC prove to be incomplete.
§14 Final Provisions
Should the contract including these GTC have been translated as a courtesy of Liquisto Technologies GmbH for customers into languages other than German and should contradictions arise in the interpretation between the translation and the German contract including these (German) GTC, the contract drawn up in German language and the GTC drawn up in German language shall apply exclusively.