Terms & Conditions of PEPperPRINT GmbH
1.1 PEPperPRINT does not contract with consumers in the meaning of section 13 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).
1.2 These terms and conditions exclusively apply to entrepreneurs, legal entities under public law and special funds under public law in the meaning of section 310 para. 1 BGB.
1.3 The business relationship between PEPperPRINT and customer shall exclusively be governed by these terms and conditions. Deviating or supplementing terms and conditions of customer shall not apply.
2. Conclusion of agreement
2.1 The display of products on www.pepperprint.com (Website) does not constitute a binding offer of PEPperPRINT to contract for a purchase, but an invitation to customer to make such an offer (Order).
2.2 To place an Order, customer may add products to the electronic cart by clicking on "Add to Cart". By clicking on "Place Order", customer submits a binding offer for purchasing the products in the cart. Before submitting an Order, customer may look at and change the order details at any time. The Order may only be submitted, if customer accepts these terms and conditions by checking the box next to "I have read and agree to the General Terms and Conditions”.
2.3 PEPperPRINT will confirm the receipt of the Order to customer via email without undue delay (Order Summary). This confirmation does not constitute an acceptance of the Order. The purchase agreement comes into effect upon customer’s receipt of a separate acceptance by PEPperPRINT (Order Confirmation).
2.4 PEPperPRINT will provide customer with the text of the purchase agreement (Order, Acceptance and these terms and conditions) on a durable medium (e.g. email or hard copy) within a reasonable period of time after conclusion of the agreement.
2.5 The purchase agreement is concluded in English language.
3.1 Deliveries are – unless agreed otherwise – made at customer's risk.
3.2 Delivery periods and dates stated are – unless agreed otherwise – non-binding estimations. The estimated delivery times indicated are calculated starting from the acceptance by PEPperPRINT.
3.3 PEPperPRINT is permitted to deliver ordered products by multiple shipments (Teillieferung) and will decide on such delivery in its reasonable discretion (billiges Ermessen) taking into account the availability of the products. Such delivery does not entitle customer to revoke the contract in its entirety or with respect to any subsequent shipments.
4. Retention of Title
4.1 The ownership in the delivered products remains with PEPperPRINT until full payment of all debts owed by customer arising from or in connection with the business relationship between the parties (Retained Products). Customer is not entitled to use or dispose of the Retained Products, unless expressly set out otherwise in the following.
4.2 Customer is entitled to use and resell the Retained Products in the ordinary course of its business, as long as it is not in payment default. Customer herewith assigns to PEPperPRINT (which herewith accepts the assignment) any claims for payment resulting from such a resale. In case of a payment default, PEPperPRINT is entitled to collect such claims in its own name and on its own account. PEPperPRINT revocably authorizes customer to collect such claims in its own name but on PEPperPRINT’s account as long as it is not in payment default. If Retained Products are seized or comparably accessed by any third party, customer must inform the third party of PEPperPRINT's ownership and will notify PEPperPRINT in writing without undue delay.
5. Prices and costs of delivery
5.1 All prices are stated in Euro and exclusive of statutory value added tax.
5.2 Delivery of the products shall – unless agreed otherwise – be made on customer's costs.
6. Payment terms
6.1 Payment of the purchase price is due upon conclusion of the agreement.
6.2 Customer shall make the payment in advance via credit card (Visa or Mastercard accepted) or via bank transfer.
6.3 PEPperPRRINT is entitled to withhold performance as long as customer is in default of its payment obligations. Customer is only entitled to exercise set-off or withholding rights if its counterclaim is undisputed or has been determined by a final court decision (rechtskräftig festgestellt).
7. Rights in case of defects
7.1 PEPperPRINT is liable for defects in accordance with the statutory provisions, unless otherwise agreed in the following.
7.2 Customer is obliged to inspect the products upon delivery. Customer must notify PEPperPRINT in writing of apparent defects within 5 working days (Monday to Friday except for public holidays at the seat of PEPperPRINT) after delivery and of hidden defects within 5 working days after detection.
7.3 In case of a right of customer to supplementary performance (Nacherfüllung), PEPperPRINT is entitled to choose between rectification of the defect and replacement of the product. Rights arising from defects shall be time-barred after 12 months starting from delivery.
7.4 Clauses 7.2 and 7.3 shall not limit any rights of customer arising from defects in case of supplier's recourse (sections 478 and 479 BGB), fraudulent concealment of defects, guarantees and/ or intent.
7.5 Claims for damages of customer in case of defects shall exclusively be subject to Clause 8.
8. Liability for damages
8.1 PEPperPRINT shall be liable in accordance with statutory provisions for damages in case of
- (a) fraudulent concealment of defects;
- (b) grossly negligent or intentional conduct;
- (c) personal injury or death caused by negligence; and
- (d) legal costs in case of payment default (section 288 para. 6 BGB).
8.2 Beyond the cases set out in Clause 8.1, PEPperPRINT shall be liable for damages resulting from a negligent breach of material contractual obligations, provided that the damage was foreseeable for PEPperPRINT on the basis of the circumstances known by it at the time of the conclusion of the agreement. Material contractual obligations are such contractual obligations that need to be fulfilled in order to reach the purpose of the agreement or the breach of which endangers reaching the purpose of the agreement and the due performance of which customer may therefore regularly rely on.
8.3 Any liability for damages of PEPperPRINT – irrespective of the legal grounds – beyond Clauses 8.1 and 8.2 shall be excluded.
8.4 The exclusions and limitations of liability under Clauses 8.1 to 8.3 shall apply accordingly to the benefit of PEPperPRINT’s legal representatives (gesetzliche Vertreter) as well as agents and assistants (Erfüllungsgehilfen) in case of any direct liability towards customer. They shall not apply to any liability under the German Act on Product Liability (Produkthaftungsgesetz) or in respect of any liability agreed irrespective of a negligent conduct (e.g. guarantees).
9. Approval, distribution and export restrictions
The products may be subject to statutory license, distribution or export restrictions. The relevant restrictions may be found in the product description. Customer is obliged to comply with any such applicable restrictions.
Either party shall maintain strict confidentiality in respect of any confidential information – including (without limitation) business and trade secrets – made available by the respective other party in the course of the business relationship between the parties.
11. Final Provisions
11.1 Any agreements between PEPperPRINT and customer shall be exclusively governed by German Law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
11.2 Place of jurisdiction for all disputes arising from or in connection with the business relationship between the customer and PEPperPRINT shall be Heidelberg, Germany.
11.3 If individual provisions of this agreement should be legally ineffective, the remainder of the agreement is not affected thereby. The ineffective provisions shall be replaced by applicable statutory law. If this should place undue hardship on one contracting party, the agreement shall become ineffective as a whole.