ATTENTION: The offer of the independent online shop REPRO ONLINE SHOP is exclusively aimed at entrepreneurs and business operators.

General Terms and Conditions for the REPRO ONLINE Shop

1. General, Customer Group

(1) All offers, purchase contracts, deliveries and services based on orders from our customers (hereinafter customers) via our online shop "REPRO ONLINE SHOP" (hereinafter the "online shop") are subject to these General Terms and Conditions.

(2) The product range in our online shop is exclusively aimed at entrepreneurs. For the purposes of these General Terms and Conditions, an "entrepreneur" 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 the contract (§ 14 para. 1 BGB).

(3) Terms and conditions of the customer shall not apply, even if we do not expressly object to their validity in individual cases.

2. Conclusion of Contract

(1) Our offers in the online shop are non-binding.

(2) By placing an order in the online shop, the customer makes a binding offer to purchase the respective product. We can accept the offer until the end of the third working day following the day of the offer.

(3) We will immediately send the customer a confirmation of receipt of the offer, which does not constitute acceptance of the offer. The offer is only deemed accepted by us once we declare acceptance to the customer (by e-mail) or dispatch the goods. The purchase contract with the customer is only concluded upon our acceptance.

3. Prices and Payment

(1) Our prices are exclusive of statutory VAT but do not include shipping costs. Customs duties and similar charges must be borne by the customer.

(2) Unless expressly agreed otherwise, we only deliver against advance payment (in the manner specified in the online shop on the order form) or cash on delivery, each against invoice. At the customer's request, which must be indicated on the order form, we also deliver the goods against cash payment at our business premises in (location, address).

(3) The customer has no right of set-off or retention unless the counterclaim is undisputed or legally established.

4. Dispatch of Goods

(1) Deadlines and dates for the dispatch of goods specified by us are always approximate and may therefore be exceeded by up to two working days. This does not apply if a fixed dispatch date has been agreed.

(2) All delivery periods specified by us at the time of order or otherwise agreed begin (a) if delivery against advance payment is agreed, on the day of receipt of the full purchase price (including VAT and shipping costs) or (b) if payment by cash on delivery or invoice is agreed, on the day the purchase contract is concluded.

(3) The day of handover of the goods by us to the shipping company is decisive for compliance with the dispatch date.

(4) Even if goods are marked as "in stock" on the order form, we are entitled to sell off these goods at any time if:

a) a note on the limited availability of the goods has been made on the order form or

b) delivery is against advance payment and payment is not received by us within five working days after our acceptance of the offer.

In these cases, dispatch within the agreed or specified period only takes place while stocks last.

(5) If no delivery period is specified or otherwise agreed, or if we are no longer obliged to comply with an agreed delivery period due to the permissible sell-off according to paragraph 4, dispatch within three weeks from the start of the delivery period according to paragraph 2 is deemed agreed.

(6) In the event that our supplier does not deliver goods marked as "not in stock" on the order form or sold off according to paragraph 4 to us in time, the delivery period relevant according to this clause 4 shall be extended until delivery by our supplier plus a period of three working days, but no longer than three weeks, provided that we are not responsible for the delay in delivery by our supplier and have reordered the goods without delay.

(7) If the goods are not or not timely deliverable for one of the reasons mentioned in paragraph 6, we will notify the customer immediately. If the goods are not available from our suppliers for the foreseeable future, we are entitled to withdraw from the contract. In the event of withdrawal, we will immediately refund the customer any payments made to us. The customer's statutory rights due to delivery delay are not affected by the above provision, whereby the customer can only claim damages according to the special provisions of clause 9 of these General Terms and Conditions.

(8) We are entitled to make partial deliveries of separately usable products included in an order, whereby we bear the additional shipping costs caused thereby.

5. Shipping, Insurance and Transfer of Risk

(1) Unless expressly agreed otherwise, we determine the appropriate shipping method and the transport company at our reasonable discretion.

(2) We are only liable for the timely and proper delivery of the goods to the transport company and are not responsible for delays caused by the transport company. Any shipping duration stated by us is therefore non-binding. However, if we have undertaken installation or assembly work at the customer's premises, we are liable for the timely completion of these works and handover to the customer at the contractually agreed date.

(3) In all cases, the risk passes to the customer upon delivery of the goods to the transport company if we only owe shipment. If we have undertaken installation and assembly work at the customer's premises, the risk passes upon completion of these works and handover to the customer.

6. Retention of Title

(1) We retain ownership of the goods delivered by us until full payment of the purchase price (including VAT and shipping costs) for the respective goods.

(2) The customer is not entitled to resell the goods delivered by us and still subject to retention of title without our prior written consent.

7. Warranty

(1) If the delivered goods are defective, we can choose between remedying the defect or delivering a defect-free item; this choice can only be made by notification in text form (also by fax or e-mail) to the customer within three working days after receipt of the notification of the defect. We can refuse the type of subsequent performance chosen by the buyer if it is only possible with disproportionate costs.

(2) If the subsequent performance according to clause 7 (1) fails or is unreasonable for the customer or we refuse the subsequent performance, the customer is entitled, in accordance with applicable law, to withdraw from the purchase contract, reduce the purchase price or claim damages or reimbursement of futile expenses. For claims for damages by the customer, the special provisions of clause 9 of these General Terms and Conditions also apply.

(3) The customer must carefully examine the goods immediately after delivery. The delivered goods are deemed approved by the customer if a defect is not reported to us (i) in the case of obvious defects within five working days after delivery or (ii) otherwise within five working days after discovery of the defect.

8. Industrial Property Rights and Copyrights

(1) The customer is granted the non-exclusive right to use the software delivered with the goods in connection with the use of the goods.

(2) The customer is not entitled to make copies of the software, except for the purpose of use according to clause 8 (1) or for backup purposes.

(3) The customer may only transfer the rights granted to him in the software to a third party if ownership of the respective product (in particular hardware product) is simultaneously transferred to this third party and the customer does not retain copies of the software.

(4) We are under no obligation to disclose the source code of the software in any case.

9. Liability

(1) Our liability for delivery delay is – except in cases of intent or gross negligence – limited to an amount of 10% of the respective purchase price (including VAT).

(2) We are not liable (regardless of the legal basis) for damages that are typically not to be expected with normal use of the goods. Our liability is also excluded for damages from data loss if recovery is not possible or is made more difficult due to missing or insufficient data backup. The above liability limitations do not apply in cases of intent or gross negligence.

(3) The limitations of this § 9 do not apply to our liability for guaranteed characteristics within the meaning of § 444 BGB, for injury to life, body or health or under the Product Liability Act.

10. Data Protection

(1) We may process and store the data relating to the respective contracts insofar as this is necessary for the execution and processing of the contract and as long as we are obliged to retain this data due to legal provisions.

(2) We reserve the right to transmit personal data of the customer to credit agencies insofar as this is necessary for the purpose of credit checking, provided the customer expressly agrees to this in individual cases. We will not otherwise pass on personal customer data to third parties without the customer's express consent, except where we are legally obliged to disclose it.

(3) The collection, transmission or other processing of the customer's personal data for purposes other than those mentioned in this clause 10 is not permitted.

11. Applicable Law and Jurisdiction

(1) The purchase contract between us and the customer is subject, subject to mandatory international private law provisions, to the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant within the meaning of § 1 para. 1 of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts in Cologne shall have exclusive jurisdiction for all disputes arising from or in connection with the respective contractual relationship. In all other cases, we or the customer may bring an action before any court competent under statutory provisions.