Terms and Conditions (T&C)

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Prices and Payment Terms
4. Delivery and Shipping Terms
5. Force Majeure
6. Delay of Performance at the Customer's Request
7. Retention of Title
8. Liability for Defects / Warranty
9. Liability
10. Limitation Period
11. Retention, Assignment
12. Special Conditions for Processing Goods According to Specific Customer Specifications
13. Applicable Law, Jurisdiction

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of Wickelkinder GmbH (hereinafter referred to as "Seller") apply to all contracts for the delivery of goods entered into by an entrepreneur (hereinafter referred to as "Customer") with the Seller regarding the goods presented by the Seller in their online shop. The inclusion of the Customer's own terms and conditions is hereby rejected unless otherwise agreed.

1.2 These GTC also apply exclusively if the Seller delivers goods to the Customer in knowledge of conflicting or deviating terms and conditions of the Customer, without reservation.

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

2) Conclusion of Contract

2.1 The product descriptions displayed in the Seller's online shop do not constitute binding offers from the Seller but serve as an invitation for the Customer to make a binding offer.

2.2 The Customer can submit the offer using the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic order process, the Customer submits a legally binding offer concerning the goods and/or services in the shopping cart by clicking the button that completes the order process. Furthermore, the Customer may also submit the offer by phone, fax, email, mail, or online contact form to the Seller.

2.3 The Seller can accept the Customer's offer within five days by

• sending the Customer a written order confirmation or a confirmation in text form (fax or email), with the date of receipt of the order confirmation by the Customer being decisive, or
• delivering the ordered goods to the Customer, with the date of receipt of the goods by the Customer being decisive, or
• asking the Customer for payment after the order has been placed, or
• if payment by direct debit is offered and the Customer chooses this payment method, by debiting the total price from the Customer's bank account, with the decisive moment being when the Customer's account is charged.

If several of the above alternatives are available, the contract is concluded at the moment when one of the above alternatives occurs first. The acceptance period starts on the day after the offer is sent by the Customer and ends with the expiry of the fifth day following the day the offer was sent. If the Seller does not accept the Customer's offer within the above period, this is considered a rejection of the offer, and the Customer is no longer bound by their declaration of intent.

2.4 If the Customer selects a payment method offered by PayPal, the payment processing is carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as "PayPal"), under the terms and conditions of PayPal, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full, or - if the Customer does not have a PayPal account - under the terms and conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays via a PayPal payment method selectable during the online order process, the Seller hereby accepts the Customer's offer at the moment the Customer clicks the button to complete the order process.

2.5 When the Customer submits an offer via the Seller's online order form, the contract text will be stored by the Seller and transmitted to the Customer after the order is sent in text form (e.g., email, fax, or letter). The Seller does not provide further access to the contract text. If the Customer has created a user account in the Seller's online shop before submitting their order, the order details will be archived on the Seller's website and can be accessed by the Customer free of charge via their password-protected user account by providing the corresponding login details.

2.6 Before submitting the order via the Seller's online order form, the Customer can recognize possible input errors by carefully reading the information displayed on the screen. A useful technical tool for better recognition of input errors can be the zoom function of the browser, which enlarges the display on the screen. The Customer can correct their entries during the electronic order process using the usual keyboard and mouse functions until clicking the button that completes the order process.

2.7 For the conclusion of the contract, only the German and English languages are available.

2.8 Order processing and contact generally take place via email and automated order processing. The Customer must ensure that the email address provided for order processing is correct, so that emails sent by the Seller can be received. In particular, the Customer must ensure that all emails sent by the Seller or third parties authorized by the Seller for order processing can be delivered when using SPAM filters.

2.9 If the parties have agreed on special conditions, these do not generally apply to concurrent and future contractual relationships with the Customer.

2.10 In the event of the Customer's inability to fulfill their obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer by withdrawal without notice. This also applies in the case of an insolvency application by the Customer. Sections 321 BGB and 112 InsO remain unaffected. The Customer will inform the Seller in writing in advance about any imminent inability to pay.

3) Prices and Payment Terms

3.1 Unless otherwise stated in the Seller's product description, the prices listed are net prices, which are subject to the applicable value-added tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties, and taxes will be charged separately, if applicable.

3.2 For deliveries to countries outside the European Union, additional costs may arise that are not the responsibility of the Seller and must be borne by the Customer. These include, for example, fees for money transfers by credit institutions (e.g., transfer fees, exchange rate fees) or import duties and taxes (e.g., customs duties). Such costs may also arise with regard to money transfers, even if the delivery is not made to a country outside the European Union, but the Customer makes the payment from a country outside the European Union.

3.3 The Customer has various payment options available, which are stated in the Seller's online shop.

3.4 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.

3.5 If the SEPA direct debit payment method is selected, the invoice amount is due after the issuance of a SEPA direct debit mandate, but not before the expiry of the pre-notification period for the payment. The direct debit is collected when the ordered goods leave the Seller's warehouse, but not before the expiry of the pre-notification period. Pre-notification ("Pre-Notification") is any communication (e.g., invoice, policy, contract) from the Seller to the Customer announcing the direct debit.

3.6 A payment is considered received once the corresponding amount has been credited to one of the Seller's accounts. In the case of delayed payment, the Seller is entitled to charge default interest of 10 percentage points above the applicable base interest rate. The Seller's other statutory rights in the event of delayed payment by the Customer remain unaffected. If claims are overdue, incoming payments will first be credited to any costs and interest, and then to the oldest claim.

3.7 If unforeseeable cost increases occur (e.g., currency fluctuations, unexpected price increases from suppliers), the Seller is entitled to pass the price increase on to the Customer. However, this applies only if the delivery is to take place later than four months after the conclusion of the contract.

4) Delivery and Shipping Terms

4.1 The delivery of goods takes place by shipping to the delivery address provided by the Customer, unless otherwise agreed. The address provided in the order processing of the Seller is decisive for the execution of the transaction.

4.2 The Seller is entitled to make partial deliveries, as long as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in case of incorrect or improper self-delivery. This applies only if the non-delivery is not the fault of the Seller and the Seller has concluded a concrete covering transaction with the supplier with due care. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed immediately and the payment will be refunded without delay.

4.4 The risk of accidental destruction 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. This also applies if the Seller bears the shipping costs. Transport insurance will only be provided upon special request and at the Customer's expense.

4.5 If the delivery of the goods to the Customer is delayed due to reasons for which the Customer is responsible, the risk passes as soon as the Customer is notified that the goods are ready for shipment. Any storage costs incurred after the transfer of risk are to be borne by the Customer.

4.6 Self-pickup is not possible for logistical reasons.

5) Force Majeure

In the event of force majeure events that affect the performance of the contract, the Seller is entitled to delay the delivery for the duration of the obstruction and, in the case of long-term delays, to withdraw from the contract, without any claims being made against the Seller. Force majeure includes all unforeseeable events for the Seller or those that - even if foreseeable - lie outside the Seller's control, and whose impact on the performance of the contract cannot be prevented by reasonable efforts on the Seller's part. Any statutory claims of the Customer remain unaffected.

6) Delay of Performance at the Customer's Request

If shipping or delivery of goods is delayed at the customer's request by more than one month after the notification of readiness for shipment, the seller may charge the customer storage fees of 0.5% of the purchase price for each additional month or part thereof, but no more than a total of 5% of the purchase price. Both parties may prove higher or lower damages.

7) Retention of Title

7.1 The seller retains ownership of the delivered goods until the full payment of the purchase price is made. Furthermore, the seller retains ownership of the delivered goods until all claims arising from the business relationship with the customer are fulfilled.

7.2 In the case of processing the delivered goods, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is done together with other materials, the seller acquires ownership in proportion to the invoice values of its goods to those of the other materials. If, in the case of combining or mixing the seller's goods with a customer's item, the customer's item is to be regarded as the main item, the co-ownership of the item is transferred to the seller in proportion to the invoice value of the seller's goods relative to the invoice value or, in the absence of such, to the market value of the main item. In these cases, the customer is considered the custodian.

7.3 Items under retention of title or legal reservation may not be pledged or transferred as collateral by the customer. The customer is only allowed to resell the goods in the ordinary course of business under the condition that the seller has effectively assigned the customer's claims against its buyers related to the resale and the customer transfers ownership to its buyer under retention of title. By entering into the contract, the customer assigns its claims arising from such resales to the seller as security, who accepts this assignment simultaneously.

7.4 The customer must immediately inform the seller of access to goods owned or co-owned by the seller or to assigned claims. Any amounts collected by the customer from assigned claims must be immediately forwarded to the seller if the seller's claim is due.

7.5 If the value of the seller's security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding portion of the security rights at the customer's request.

8) Warranty / Guarantee

If the purchased goods are defective, the statutory provisions on warranty apply. The following deviates from this:

8.1 Claims for defects do not arise from natural wear and tear or damages occurring after the risk has passed due to incorrect or negligent treatment, excessive use, unsuitable operating materials, or from special external influences not anticipated by the contract. If the customer or third parties make improper changes or repairs, there will also be no claims for defects or resulting consequences unless the customer can prove that the alleged defect was not caused by these changes or repairs.

8.2 For new goods, the statute of limitations for claims for defects is one year from the delivery of the goods. For used goods, rights and claims due to defects are excluded.

8.3 The above limitations of liability and shortened limitation periods do not apply:

• for goods used for a building and causing defects to it,
• for claims for damages and reimbursement of expenses by the customer,
• if the seller has fraudulently concealed the defect, and
• for the right of recourse under § 445a BGB.

8.4 In the case of subsequent performance, the seller has the right to choose between repair or replacement delivery.

8.5 If a replacement delivery is made as part of the warranty, the limitation period does not restart.

8.6 If subsequent performance is carried out through replacement delivery, the customer is obliged to return the originally delivered goods within 30 days to the seller. The return package must contain the reason for the return, the customer's name, and the reference number for the purchase of the defective goods, allowing the seller to assign the returned goods. As long as and to the extent that the return cannot be assigned due to reasons attributable to the customer, the seller is not obliged to accept returned goods or refund the purchase price. The customer bears the costs of re-shipping.

8.7 If the seller delivers defect-free goods for subsequent performance, the seller may claim compensation from the customer according to § 346 para. 1 BGB. Other legal claims remain unaffected.

8.8 If the customer is a merchant as defined by § 1 HGB, the customer has the commercial duty of inspection and notification according to § 377 HGB. If the customer fails to fulfill the notification duties, the goods are deemed approved.

9) Liability

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

9.1 The seller is fully liable:

• in case of intent or gross negligence,
• in case of intentional or negligent injury to life, body, or health,
• under a guarantee promise, unless otherwise regulated,
• for mandatory liability, such as under the Product Liability Act.

9.2 If the seller negligently violates a material contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless unlimited liability applies as per the above clause. Material contractual obligations are those duties that the contract imposes on the seller to achieve the contract's purpose, whose fulfillment makes the proper execution of the contract possible and on which the customer regularly relies.

9.3 Otherwise, the seller's liability is excluded.

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

10) Limitation

The customer’s claims against the seller expire—except for claims regulated under "Warranty / Guarantee"—one year after knowledge of the facts justifying the claim, but no later than five years after the performance of the contract, unless unlimited liability applies as per the above clause.

11) Retention, Assignment

11.1 The customer’s rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or they are legally established.

11.2 An assignment of claims arising from the contract by the customer, particularly an assignment of any warranty claims of the customer, is excluded.

12) Special Conditions for Processing Goods According to the Customer's Specifications

12.1 The customer indemnifies the seller against claims by third parties that may assert their rights in connection with the contractual use of the customer’s contents by the seller. The customer also assumes the reasonable costs of necessary legal defense, including all court and attorney fees at the statutory rate. This does not apply if the legal violation is not attributable to the customer. In the event of a claim by third parties, the customer is obliged to immediately and truthfully provide the seller with all information necessary for the examination of the claims and for defense.

12.2 The seller reserves the right to refuse processing orders if the contents provided by the customer violate legal or regulatory prohibitions or public morals. This applies especially in the case of providing unconstitutional, racist, xenophobic, discriminatory, offensive, youth-endangering, and/or violence-glorifying contents.

13) Applicable Law, Jurisdiction

13.1 All legal relations between the parties are governed by the laws of the Federal Republic of Germany, excluding the laws on international sale of movable goods.

13.2 If the customer is a merchant, a legal entity under public law, or a public-law special asset located within the territory of the Federal Republic of Germany, the exclusive jurisdiction for all disputes arising from this contract is the seller's place of business. If the customer is located outside the territory of the Federal Republic of Germany, the seller's place of business is the exclusive jurisdiction for all disputes arising from this contract. However, the seller is in any case entitled to bring action before the court at the customer's location.