Terms and Conditions

Scope
Conclusion of contract
Right of withdrawal
Prices and payment terms
Delivery and shipping conditions
Contract duration and termination of subscription contracts
Retention of Title
Liability for defects (warranty)
Liability
Redemption of promotional vouchers
Applicable law
Place of jurisdiction
Alternative Dispute Resolution

1. Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of Proceanis GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods concluded by a consumer or entrepreneur (hereinafter "Customer") with the seller regarding the goods presented by the seller in its online shop. The inclusion of the customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that are predominantly neither attributable to their commercial nor their independent professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a legally capable partnership who acts in the exercise of their commercial or independent professional activity when concluding a legal transaction.

1.4 The subject of the contract can – depending on the seller's product description – be either the purchase of goods by way of a one-time delivery or the purchase of goods by way of a continuous delivery (hereinafter "subscription contract"). In the subscription contract, the seller undertakes to deliver the contractually owed goods to the customer for the duration of the agreed contract term at the contractually owed time intervals.

2. Conclusion of contract

2.1 The product descriptions contained in the seller's online shop do not constitute binding offers by the seller but serve to submit a binding offer by the customer.

2.2 The customer can submit the offer via the online order form integrated into the seller's online shop. In doing so, after placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding contractual offer regarding the goods contained in the shopping cart by clicking the button that completes the ordering process. Furthermore, the customer can also submit the offer to the seller by email or telephone.

2.3 The seller can accept the customer's offer within five days,

by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive, or
by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or
by requesting payment from the customer after the customer has placed their order.

If several of the aforementioned alternatives apply, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The acceptance period for the offer begins the day after the offer is sent by the customer and ends at the expiration of the fifth day following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this is considered a rejection of the offer, with the consequence that the customer is no longer bound by their declaration of intent.

2.4 When selecting a payment method offered by PayPal, the payment processing is carried out by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), under the PayPal terms of use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the customer does not have a PayPal account – under the conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the customer pays using a payment method offered by PayPal selectable during the online ordering process, the seller hereby declares acceptance of the customer's offer at the moment the customer clicks the button that completes the ordering process.

2.5 When submitting an offer via the seller's online order form, the contract text is stored by the seller after the conclusion of the contract and sent to the customer in text form (e.g., email, fax, or letter) after the customer's order is sent. No further provision of the contract text by the seller takes place. If the customer has created a user account in the seller's online shop before sending their order, the order data is archived on the seller's website and can be accessed by the customer free of charge via their password-protected user account using the corresponding login data.

2.6 Before binding submission of the order via the seller's online order form, the customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means to better detect input errors can be the browser's zoom function, which enlarges the display on the screen. The customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the ordering process.

2.7 Different languages are available for concluding the contract. The specific language selection is displayed in the online shop.

2.8 Order processing and contact usually take place via email and automated order processing. The customer must ensure that the email address provided by him for order processing is correct so that emails sent by the seller can be received at this address. In particular, when using spam filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller for order processing can be delivered.

3. Right of withdrawal

3.1 Consumers generally have a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the seller's withdrawal policy.

4. Prices and payment terms

4.1 Unless otherwise stated in the seller's product description, the prices indicated are total prices including statutory VAT. Any additional delivery and shipping costs will be specified separately in the respective product description.

4.2 The payment option(s) will be communicated to the customer in the seller's online shop.

4.3 If prepayment by bank transfer is agreed, payment is due immediately after the contract is concluded, unless the parties have agreed on a later due date.

4.4 If a payment method offered via the payment service "PayPal" is selected, the payment processing is carried out via PayPal, whereby PayPal may also use the services of third-party payment service providers. If the seller also offers payment methods via PayPal where he advances payment to the customer (e.g., invoice purchase or installment payment), he assigns his payment claim to PayPal or to the payment service provider commissioned by PayPal and specifically named to the customer. Before accepting the seller's assignment declaration, PayPal or the payment service provider commissioned by PayPal conducts a credit check using the transmitted customer data. The seller reserves the right to refuse the selected payment method to the customer in case of a negative credit check result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or in the agreed payment intervals. In this case, payment can only be made to PayPal or the payment service provider commissioned by PayPal with discharging effect. However, the seller remains responsible for general customer inquiries, e.g., regarding goods, delivery time, shipping, returns, complaints, revocation declarations and submissions, or credit notes, even in the case of assignment of claims.

4.5 If a payment method offered via the payment service "Shopify Payments" is selected, the payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The individual payment methods offered via Shopify Payments are communicated to the customer in the seller's online shop. For payment processing, Stripe may use additional payment services, which may be subject to special payment conditions that the customer may be separately informed about. Further information about "Shopify Payments" is available on the internet at https://www.shopify.com/legal/terms-payments-de retrievable.

5. Delivery and shipping conditions

5.1 If the seller offers shipping of the goods, delivery is made within the delivery area specified by the seller to the delivery address provided by the customer, unless otherwise agreed. The delivery address specified in the seller's order processing is decisive for the transaction.

5.2 For goods delivered by freight forwarding, delivery is made "free curbside," i.e., to the public curbside nearest to the delivery address, unless otherwise specified in the shipping information in the seller's online shop or unless otherwise agreed.

5.3 If delivery of the goods fails for reasons attributable to the customer, the customer bears the reasonable costs incurred by the seller as a result. This does not apply to the costs of sending if the customer effectively exercises their right of withdrawal. For return shipping costs, the regulation set out in the seller's withdrawal policy applies in the event of effective exercise of the right of withdrawal by the customer.

5.4 If the customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the sold goods passes to the customer as soon as the seller has delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. If the customer acts as a consumer, the risk of accidental loss and accidental deterioration of the sold goods generally only passes to the customer upon delivery of the goods to the customer or an authorized recipient. Deviating from this, the risk of accidental loss and accidental deterioration of the sold goods also passes to the customer in the case of consumers as soon as the seller has delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment if the customer has commissioned the carrier, freight forwarder, or other person or institution designated to carry out the shipment and the seller has not previously named this person or institution to the customer.

5.5 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This only applies if the non-delivery is not the seller's fault and the seller has concluded a specific covering transaction with the supplier with due diligence. The seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.

5.6 Self-collection is not possible for logistical reasons.

6. Contract duration and termination for subscription contracts

6.1 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, considering all circumstances of the individual case and weighing the mutual interests, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

6.2 Cancellations can be made in writing, in text form (e.g., by e-mail), or electronically via the cancellation facility (cancellation button) provided by the seller on their website.

7. Retention of Title

If the seller provides advance performance, they reserve ownership of the delivered goods until full payment of the owed purchase price.

8. Liability for defects (warranty)

Unless otherwise specified in the following provisions, the provisions of statutory warranty apply. Deviating from this, in contracts for the delivery of goods:

8.1 If the customer acts as an entrepreneur,

the seller has the choice of the type of subsequent performance;
for new goods, the limitation period for rights to defects is one year from delivery of the goods;
for used goods, the rights to defects are excluded;
the limitation period does not start anew if a replacement delivery is made within the scope of the warranty for defects.

8.2 The above-mentioned limitations of liability and time reductions do not apply

for claims of the customer for damages and reimbursement of expenses,
in the event that the seller has fraudulently concealed the defect,
for goods that have been used according to their usual manner of use for a building and have caused its defectiveness,
for any possible obligation of the seller to provide updates for digital products, in contracts for the delivery of goods with digital elements.

8.3 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory recourse claims remain unaffected.

8.4 If the customer acts as a merchant within the meaning of § 1 HGB, they are subject to the commercial duty of inspection and complaint according to § 377 HGB. If the customer fails to comply with the notification obligations regulated there, the goods are deemed approved.

8.5 If the customer acts as a consumer, they are requested to report delivered goods with obvious transport damage to the carrier and inform the seller accordingly. Failure to do so has no effect on their statutory or contractual warranty claims.

9. Liability

The seller is liable to the customer for all contractual, quasi-contractual, and statutory claims, including tort claims for damages and reimbursement of expenses as follows:

9.1 The seller is liable without limitation on any legal grounds

in cases of intent or gross negligence,
in the event of intentional or negligent injury to life, body, or health,
due to a guarantee promise, unless otherwise regulated in this regard,
due to mandatory liability such as under the Product Liability Act.

9.2 If the seller negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage under the contract, unless unlimited liability applies according to the above clause. Material contractual obligations are obligations that the contract imposes on the seller according to its content to achieve the contract's purpose, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely.

9.3 Otherwise, the seller's liability is excluded.

9.4 The above liability provisions also apply with regard to the seller's liability for its vicarious agents and legal representatives.

10. Redemption of promotional vouchers

10.1 Vouchers issued free of charge by the seller as part of promotional campaigns with a specific validity period and which cannot be purchased by the customer (hereinafter "promotional vouchers") can only be redeemed in the seller's online shop and only within the specified period.

10.2 Individual products may be excluded from the voucher promotion if a corresponding restriction results from the content of the promotional voucher.

10.3 Promotional vouchers can only be redeemed before completing the ordering process. Subsequent crediting is not possible.

10.4 Only one promotional voucher can be redeemed per order.

10.5 The value of the goods must be at least equal to the amount of the promotional voucher. Any remaining balance will not be refunded by the seller.

10.6 If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the seller can be chosen to settle the difference.

10.7 The balance of a promotional voucher will neither be paid out in cash nor bear interest.

10.8 The promotional voucher will not be refunded if the customer returns the goods paid for in whole or in part with the promotional voucher within the scope of their statutory right of withdrawal.

10.9 The promotional voucher is intended only for use by the person named on it. Transfer of the promotional voucher to third parties is excluded. The seller is entitled, but not obliged, to verify the material entitlement of the respective voucher holder.

11. Applicable law

The law of the Federal Republic of Germany shall apply to all legal relationships between the parties, excluding the laws on the international sale of movable goods. For consumers, this choice of law applies only to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has his habitual residence.

12. Jurisdiction

If the customer acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller's place of business. If the customer has its registered office outside the territory of the Federal Republic of Germany, the seller's place of business 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 attributed to the customer's professional or commercial activity. However, in the aforementioned cases, the seller is in any case entitled to bring an action before the court at the customer's place of business.

13. Alternative dispute resolution

The seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.