General Terms and Conditions (GTC) for Commercial Transactions (B2B)
1 Scope of application
(1) The present terms and conditions contain the exclusively valid conditions between you (customer) and us, the company COG Corporate Outfit GmbH, Kedenburgstraße 44, 22041 Hamburg / Germany (COG), represented by the managing director Marko Markovic, district court Hamburg HRB 114763, as far as these are not changed by written agreements between the parties. We are your contractual partner. With the registration according to § 2 and with every log-in to our online shop you accept these terms and conditions in the respective valid version as the sole authoritative.
(2) You will be notified in writing, by fax or by e-mail of any changes to these terms and conditions. If you do not object to this change within four weeks of receipt of the notification, the changes shall be deemed accepted by you. The right of objection and the legal consequences of silence will be pointed out to you separately in case of a change of the terms and conditions.
(3) These terms and conditions shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.
2 Registration as user
(1) Your registration to our trading system (online shop) is free of charge. There is no entitlement to admission to our trading system. Only natural persons or legal entities acting in the interest of a commercial or professional activity (entrepreneurs) are entitled to participate. For admission, please fill out the registration form available on our online shop electronically. The data required for registration must be provided by you completely and truthfully. With the registration you choose a personal user name and a password. The user name must not violate the rights of third parties, other name and trademark rights or morality. You are obliged to keep the password secret and not to disclose it to third parties under any circumstances.
(2) Apart from the declaration of your agreement with the validity of these General Terms and Conditions, your registration is not associated with any obligations. You can have your entry deleted at any time. Registration with us alone does not imply any obligation to purchase the goods offered by us.
(3) As far as your customer data change, you have to provide for their update immediately. COG reserves the right, in case of delayed notification of changed customer data, to assert the resulting additional costs against the customer.
3 Privacy Policy
(1) We use the customer data provided by you (company name, name, address, e-mail addresses, telephone number, fax numbers, bank details, credit card number) in accordance with the provisions of German data protection law.
(2) Your customer data, insofar as they are necessary for the establishment, content or modification of the contractual relationship (inventory data), will be used exclusively for the processing of the purchase contracts concluded between us, such as the delivery of goods to the address provided by you. Any further use of your inventory data for purposes of advertising, market research or for the demand-oriented design of our offers requires your express consent. You have the possibility to give this consent before declaring your order.
(3) Your customer data, which are necessary to enable and account for the use of our offers (usage data), will initially also be used exclusively to process the purchase contracts concluded between us. Such usage data are in particular the characteristics for your identification as a user, information about the beginning and end as well as about the extent of the respective use and information about the teleservices used by you as a user. In addition, we will use such usage data for purposes of advertising, market research or for the demand-oriented design of our teleservices to create user profiles using pseudonyms. You are entitled and have the possibility to object to this use of your usage data.
4 Conclusion of contract
(1) The presentation of our goods on our online shop does not constitute a binding offer on our part. We reserve the right to make production-related technical changes as well as deviations in shape, colour and/or weight. Only the order of a product by you is a binding offer according to § 145 BGB. If an order is to be regarded as an offer according to § 145 BGB, we can accept it within three weeks. Acceptance may be declared either in writing or by delivery of the goods to the customer. If the consumer orders the goods electronically, we will immediately confirm receipt of the order. The right of access does not constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance. The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent covering transaction is concluded with our supplier.
The customer will be informed immediately about the non-availability of the service. Any consideration already paid will be refunded immediately.
If the consumer orders the goods electronically, the text of the contract shall be stored by us and sent to the customer upon request together with the present General Terms and Conditions by e-mail, fax or letter.
(2) The samples ordered according to the wishes of the customer and customer shall be invoiced and cannot be returned.
5 Ownership, copyrights and rights of use
We reserve the copyrights and rights of use to all documents and products, such as calculations, drawings, samples, etc., made available to the customer in connection with the placing of the order. These documents and products may not be made accessible to third parties unless we give the customer our express written consent to do so.
6 Terms of payment
(1) Unless otherwise agreed, the purchase price is to be paid within 14 days of delivery. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate p.a.. The assertion of a higher damage caused by default remains reserved.
(2) Unless a 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 made 3 months or more after conclusion of the contract.
(3) In the case of mail order purchase, the purchase price shall be understood to be plus a flat-rate shipping charge in the amount of the costs invoiced by the forwarding agent plus a flat-rate expense charge. The customer does not incur any additional costs when ordering by using the means of distance communication. The customer can pay the purchase price cash on delivery or against invoice.
7 Set-off and rights of retention
The customer only has the right to offset if his counterclaims have been legally established or are undisputed. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
8 Retention of title
(1) We reserve the title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of sale if the customer behaves contrary to the terms of the contract.
(2) The customer shall be obliged to treat the object of sale with care as long as ownership has not yet been transferred to him. In particular, he shall be obliged to insure the goods at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of the sale of high-quality goods). As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or subjected 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 an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The processing and treatment or transformation of the object of sale by the customer shall always take place in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and stores the resulting sole ownership or co-ownership for us.
(5) We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%.
The goods shall remain our property until full payment and/or until full settlement of all claims arising from an ongoing business relationship with the same customer.
9 Terms of delivery
(1) We deliver the goods in accordance with the agreements made with you. Any shipping costs incurred are listed in the product description and are shown separately on the invoice. We point out that with a dispatch abroad possibly higher forwarding expenses, customs duties and fees or the like can result. Delivery dates and delivery periods are only binding if they have been confirmed by us in writing. Delivery periods shall not commence until the written order has been placed by the customer and, if applicable, until all required templates have been sent. If the delivery of a preliminary sample is agreed when the order is placed, § 315 para. 1 BGB (German Civil Code) shall apply in our favour. The commencement of the delivery period stated by us presupposes the timely and proper fulfilment of the customer's obligations. We reserve the right to plead non-performance of the contract.
(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. Insofar as the above conditions exist, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
(3) In the event of a delay in delivery not caused by us wilfully or through gross negligence but merely due to slight negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the value of the delivery, but no more than 15% of the value of the delivery. Liability for delay in delivery which is not within our sphere of control and influence, such as force majeure, is excluded.
(4) Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
10 Passing of risk during shipment
If the goods are dispatched to the customer at the customer'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 shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
11 Warranty and notice of defects as well as recourse/manufacturer's recourse
(1) Warranty rights of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) Warranty claims expire 12 months after delivery of the goods delivered by us to our customer. Our consent must be obtained before any goods are returned.
(3) If, despite all due care taken, the delivered goods exhibit a defect which existed at the time of the transfer of risk, we shall, at our discretion and subject to timely notification of the defect, either repair
the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
(4) If the supplementary performance fails, the customer may - notwithstanding any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Warranty claims shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating resources, defective construction work, unsuitable building ground or as a result of special external influences not provided for in 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 either.
(6) Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as such expenses increase because the goods delivered by us were subsequently taken to a location other than the customer's place of business, unless such transport corresponds to their intended use.
(7) The customer shall only have a right of recourse against us to the extent that the customer has not entered into any agreements with his customer that go beyond the legally mandatory claims based on defects. The scope of the customer's right of recourse against the supplier is also subject to paragraph 6 accordingly.
12 Limitation of liability
(1) We shall only be liable for damages other than those arising from injury to life, limb and health insofar as these are based on intentional or grossly negligent action or on culpable breach of an essential contractual obligation by us or our vicarious agents (e.g. the delivery service). Any further liability for damages is excluded. The provisions of the Product Liability Act shall remain unaffected.
(2) Data communication via the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of the art. We are therefore neither liable for the constant and uninterrupted availability of our online trading system ((online shop) nor for technical and electronic errors during a sales event over which we have no influence, in particular not for the delayed processing or acceptance of offers.
13 Final provisions
(1) Amendments or supplements to these terms and conditions must be made in writing. This shall also apply to the cancellation of this written form requirement.
(2) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Mandatory regulations of the state in which you have your habitual residence remain unaffected.
(3) The place of jurisdiction for all disputes shall be the registered office of our company in Hamburg/Germany.
(4) Should individual provisions of this contract be invalid or contradict the statutory provisions, this shall not affect the remainder of the contract.
