Terms and Conditions

Table of contents

1. scope
2. Conclusion of contract
3. Prices and payment terms
4. Delivery and shipping conditions
5. Granting of usage rights for digital content
6. Force majeure
7. Delay of service at the customer's request
8. Retention of title
9. Liability for defects/warranty
10. Liability
11. Statute of limitations
12. Retention, assignment
13. Special conditions for processing goods according to specific customer specifications
14. Applicable law, place of jurisdiction

1) Scope

1.1  These General Terms and Conditions (hereinafter “GTC”) of Yellotools GmbH (hereinafter “Seller”) apply to all contracts for the delivery of goods that an entrepreneur (hereinafter “Customer”) has with the Seller regarding the terms and conditions provided by the Seller in his online shop the goods shown. The inclusion of the customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2  These General Terms and Conditions also apply exclusively if the seller carries out the delivery to the customer without special reservation despite being aware of the customer's conditions that contradict or deviate from these conditions.

1.3  These General Terms and Conditions apply accordingly to contracts for the provision of digital content, unless something different is expressly stipulated.

1.4  An entrepreneur within the meaning of these General Terms and Conditions 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.

1.5  Entrepreneurs within the meaning of these General Terms and Conditions are also authorities or other institutions under public law if they act exclusively under private law when concluding the contract.

2) Conclusion of contract

2.1  The product descriptions presented in the seller's online shop do not represent binding offers on the part of the seller, but rather serve to make a binding offer by the customer.

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 going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods and/or services contained in the shopping cart by clicking on the button that completes the ordering process . The customer can also submit the offer to the seller by email, fax 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 email), 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 asking the customer to pay after placing his order, or
• provided that payment by direct debit is offered and the customer chooses this method of payment by debiting the total price from the customer's bank account, whereby the time at which the customer's account is debited is decisive.

If several of the aforementioned alternatives are present, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the customer sends the offer and ends at the end 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 deemed to be a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.

2.4  If you select a payment method offered by PayPal, payment is processed via the payment service provider PayPal (Europe) S.à rl et Cie, SCA, 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), under the jurisdiction of 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 terms and conditions for payments without a PayPal account, can be viewed at https://www.paypal.com /de /webapps /mpp /ua /privacywax-full . If the customer pays using a payment method offered by PayPal that can be selected during the online ordering process, the seller 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 saved by the seller after the contract has been concluded and sent to the customer in text form (e.g. e-mail, fax or letter) after the order has been sent. The seller will not make the contract text available beyond this. If the customer has set up a user account in the seller's online shop before sending his order, the order data will be archived on the seller's website and can be accessed free of charge by the customer via his password-protected user account by providing the corresponding login data.

2.6  Before bindingly submitting 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 of better detecting input errors can be the browser's magnification function, which enlarges the display on the screen. As part of the electronic ordering process, the customer can correct his entries using the usual keyboard and mouse functions until he clicks on the button that completes the ordering process.

2.7  Only German and English are available for concluding the contract.

2.8  Order processing and contact usually take place via email and automated order processing. The customer must ensure that the email address he provided to process the order 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 to process the order can be delivered.

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

2.10  If the customer is financially unable to fulfill his obligations towards the seller, the seller can terminate existing exchange contracts with the customer by withdrawing without notice. This also applies if the customer files for insolvency. § 321 BGB and § 112 InsO remain unaffected. The customer will inform the seller in writing at an early stage of any impending insolvency.

4) Prices and payment terms

4.1  Unless otherwise stated in the seller's product description, the prices stated are net prices, which do not include statutory sales tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and taxes may be charged separately.

4.2  For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the seller is not responsible and which must be borne by the customer. These include, for example, costs for transferring money through credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may arise in relation to the money transfer even if the delivery does not take place to a country outside the European Union but the customer makes the payment from a country outside the European Union.

4.3  Various payment options are available to the customer, which are specified in the seller's online shop.

4.4  If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

4.5  If you select a payment method offered via the “PayPal” payment service, payment is processed via PayPal, although PayPal can also use the services of third-party payment service providers for this purpose. If the seller also offers payment methods via PayPal in which he makes advance payments to the customer (e.g. purchase on account or payment in installments), 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 declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the customer data transmitted. The seller reserves the right to refuse the customer the selected payment method in the event of a negative check result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, he can only make payments to PayPal or the payment service provider commissioned by PayPal with a debt-discharging effect. However, even in the event of the assignment of claims, the seller remains responsible for general customer inquiries, e.g. B. about the goods, delivery time, shipping, returns, complaints, cancellation declarations and shipments or credit notes.

4.6  If you select the payment method “SOFORT”, payment is processed via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter “SOFORT”). In order to be able to pay the invoice amount via “SOFORT”, the customer must have an online banking account activated for participation in “SOFORT”, identify themselves accordingly during the payment process and confirm the payment instruction to “SOFORT”. The payment transaction will be carried out immediately afterwards by “SOFORT” and the customer’s bank account will be debited. The customer can find further information about the “SOFORT” payment method online at https://www.klarna.com /sofort / .

4.7  A payment is deemed to have been received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of late payment, the seller is entitled to interest on arrears amounting to 10 percentage points above the respective base interest rate. The seller's other legal rights in the event of late payment by the customer remain unaffected. If claims are overdue, incoming payments will first be offset against any costs and interest, then against the oldest claim.

4.8  If unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the seller is entitled to pass on the price increase to the customer. However, this only applies if, as agreed, delivery is to take place later than four months after the conclusion of the contract.

5) Delivery and shipping conditions

5.1  Goods are delivered by shipping to the delivery address specified by the customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the seller's order processing is decisive.

5.2  For goods that are delivered by a freight forwarder, delivery is made "free curbside", i.e. to the public curbside closest to the delivery address, unless otherwise stated in the shipping information in the seller's online shop and unless otherwise agreed.

5.3  The seller is entitled to make partial deliveries if this is reasonable for the customer. In the case of permissible partial deliveries, the seller is entitled to issue partial invoices.

5.4  The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery. This only applies in the event that the non-delivery is not the fault of the seller and the seller has concluded a specific cover transaction with the supplier with due care. 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.

5.5  The risk of accidental loss and accidental deterioration of the goods sold passes to the customer as soon as the seller has delivered the item to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided upon special request and at the expense of the customer.

5.6  In the event that the shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk takes place when the customer is notified that the goods are ready for shipment. The customer must bear any storage costs incurred after the transfer of risk.

5.7  In the case of self-collection, the seller first informs the customer by email that the goods he has ordered are ready for collection. After receiving this email, the customer can collect the goods after consultation with the seller. In this case, no shipping costs will be charged.

5.8  Digital content is provided to the customer exclusively in electronic form as follows:

• via download
• by email

6) Granting of usage rights for digital content

6.1  Unless otherwise stated in the description of the content in the seller's online shop, the seller grants the customer the non-exclusive right, unrestricted in terms of location and time, to use the content for private and business purposes.

6.2  Passing on the content to third parties or making copies for third parties outside the scope of these General Terms and Conditions is not permitted unless the seller has agreed to transfer the contractual license to the third party.

6.3  The granting of rights only becomes effective once the customer has paid the owed remuneration in full. The seller can also provisionally allow the use of the contractual contents before this point in time. A transfer of rights does not take place through such a provisional permission.

7) Force Majeure

In the event of force majeure events that affect the fulfillment of the contract, the seller is entitled to postpone delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw in whole or in part, without any claims being made against the seller. All events that are unforeseeable for the seller or those that - even if they were foreseeable - are beyond the seller's control and whose impact on the fulfillment of the contract cannot be prevented by the seller's reasonable efforts are considered force majeure. Any legal claims of the customer remain unaffected.

8) Delay of service at the customer's request

If shipping or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for shipment, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, but a maximum of 5% of the purchase price in total . The contracting parties are at liberty to prove higher or lower damages.

9) Retention of title

9.1  The seller reserves ownership of the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller reserves ownership of the delivered goods until all of his claims from the business relationship with the customer have been fulfilled.

9.2  If the delivered goods are processed, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing takes place together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If, in the event of the seller's goods being combined or mixed with one of the customer's items, this is to be regarded as the main item, the co-ownership of the item shall be in the ratio of the invoice value of the seller's goods to the invoice value or, failing that, to the market value of the main item Seller about. In these cases, the customer is considered the custodian.

9.3  The customer may neither pledge nor assign as security items subject to retention of title or rights. The customer is only permitted to resell as a reseller in the normal course of business under the condition that the customer has effectively assigned the seller's claims against his customers in connection with the resale and that the customer transfers ownership to his customer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the seller as security, who simultaneously accepts this assignment.

9.4  The customer must immediately report access to the goods owned or co-owned by the seller or to the assigned claims. He must immediately pay the amounts assigned to the seller and collected by him to the seller if his claim is due.

9.5  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 share of the security rights at the customer's request.

10) Liability for defects/warranty

If the purchased item is defective, the provisions of statutory liability for defects apply. Deviating from this:

10.1  Claims for defects do not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources or due to special external influences that are not assumed under the contract. If the customer or third parties carry out improper changes or repair work, there are no claims for defects for these or the resulting consequences, unless the customer can prove that the fault complained of was not caused by these changes or repair work.

10.2  For new goods, the limitation period for claims for defects is one year from delivery of the goods. In the case of used goods, rights and claims due to defects are excluded.

10.3  The limitations of liability and shortening of the limitation period stipulated above do not apply

• for items that were used for a building in accordance with their normal use and caused its defects,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, as well as
• for the right of recourse according to § 445a BGB.

10.4  In the event of supplementary performance, the seller has the right to choose between repair or replacement delivery.

10.5  If a replacement delivery is made within the scope of liability for defects, the statute of limitations does not begin again.

10.6  If subsequent fulfillment is carried out by way of replacement delivery, the customer is obliged to return the goods that were first delivered to the seller within 30 days. The return package must contain the reason for the return, the customer name and the number assigned to the purchase of the defective goods, which allows the seller to identify the returned goods. As long as and to the extent that the allocation of the return shipment is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to repay the purchase price. The customer bears the costs of re-sending.

10.7  If the seller delivers a defect-free item for the purpose of supplementary performance, the seller can claim compensation for use from the customer in accordance with Section 346 Paragraph 1 of the German Civil Code (BGB). Other legal claims remain unaffected.

10.8  If the customer acts as a merchant within the meaning of § 1 HGB, he is subject to the commercial obligation to investigate and report complaints in accordance with § 377 HGB. If the customer fails to comply with the reporting obligations regulated there, the goods are deemed to have been approved.

11) Liability

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

11.1  The seller is liable without restriction for any legal reason

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

11.2  If the seller negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability is granted in accordance with the previous paragraph. Essential contractual obligations are obligations that the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely.

11.3  Otherwise, the seller's liability is excluded.

11.4  The above liability regulations also apply with regard to the liability of the seller for his vicarious agents and legal representatives.

12) Statute of limitations

The customer's claims against the seller expire - with the exception of the claims regulated under the point "Liability for Defects / Warranty" - one year from knowledge of the facts giving rise to the claim, but no later than five years after the service has been provided, unless there is unlimited liability in accordance with the previous paragraph .

13) Retention, assignment

13.1  The customer's rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.

13.2  An assignment by the customer of claims arising from the contract concluded with the customer, in particular an assignment of any claims for defects by the customer, is excluded.

14) Special conditions for processing goods according to specific customer specifications

14.1  If, according to the content of the contract, the seller owes not only the delivery of the goods but also the processing of the goods according to the customer's specific specifications, the customer must provide the seller with all the content required for processing, such as texts, images or graphics in the file formats, formatting, image specified by the seller - and file sizes and to grant him the necessary usage rights. The customer is solely responsible for obtaining and acquiring rights to this content. The customer declares and assumes responsibility for having the right to use the content provided to the seller. In particular, he ensures that no third-party rights are violated, in particular copyright, trademark and personal rights.

14.2  The customer releases the seller from claims by third parties that they may assert against the seller in connection with a violation of their rights through the contractual use of the customer's content. The customer also assumes the necessary legal defense costs, including all court and legal fees at the statutory rate. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller immediately, truthfully and completely with all information required to examine the claims and defend them.

14.3  The seller reserves the right to reject processing orders if the content provided by the customer violates legal or official prohibitions or morality. This applies in particular to the provision of unconstitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

15) Applicable law, place of jurisdiction

15.1  The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods.

15.2  If the customer acts as a merchant, a legal entity under public law or a special fund under public law based in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller's place of business. If the customer is based outside the territory of the Federal Republic of Germany, the seller's place of business is 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. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's registered office.