GTCs for Dealers
Terms and Conditions with Customer Information
Table of Contents
- Scope
- Conclusion of Contract
- Contractual Right of Withdrawal
- Prices and Payment Terms
- Delivery and Shipping Conditions
- Granting of Usage Rights for Digital Content
- Contract Duration and Termination for Subscription Contracts (Goods)
- Force Majeure
- Delay of Performance at Customer's Request
- Retention of Title
- Liability for Defects / Warranty
- Liability
- Statute of Limitations
- Right of Retention, Assignment
- Applicable Law, Place of Jurisdiction
- Code of Conduct
1) Scope
1.1 These General Terms and Conditions (hereinafter "GTC") of Wild Baboon GmbH (hereinafter "Seller") apply to all contracts for the supply of goods concluded by a business customer (hereinafter "Customer") with the Seller concerning goods displayed in the Seller's online shop. The inclusion of the Customer's own terms and conditions is hereby objected to, unless otherwise agreed.
1.2 These GTC shall also apply exclusively if the Seller, being aware of conflicting or deviating terms and conditions of the Customer, executes the delivery to the Customer without any specific reservation.
1.3 For contracts concerning the provision of digital content, these GTC shall apply mutatis mutandis, unless expressly stipulated otherwise.
1.4 A business customer 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.
1.5 The subject of the contract may be – depending on the Seller's product description – 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 case of a 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 displayed in the Seller's online shop do not constitute binding offers on the part of the Seller, but serve to enable the Customer to submit a binding offer.
2.2 The Customer may submit the offer via 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 ordering process, the Customer submits a legally binding contractual offer concerning the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the Customer may also submit the offer to the Seller by email, via the online contact form, by post, or by telephone.
2.3 The Seller may accept the Customer's offer within five days by:
- transmitting a written order confirmation or an order confirmation in text form (fax or email) to the Customer, in which case the receipt of the order confirmation by the Customer is decisive, or
- delivering the ordered goods to the Customer, in which case the receipt of the goods by the Customer is decisive, or
- requesting payment from the Customer after the Customer has placed their order, 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, in which case the time at which the Customer's account is debited is decisive.
If several of the aforementioned alternatives exist, the contract is concluded at the time when one of the aforementioned alternatives first occurs. The period for accepting the offer begins on the day after the Customer sends the offer and ends with the expiry 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 shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by their declaration of intent.
2.4 If a payment method offered by PayPal is selected, payment processing is handled 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"), subject to the PayPal User Agreement, viewable at https://www.paypal.com
2.5 When ordering via the Seller's online order form, the contract text is stored by the Seller after the conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax or letter) after the Customer has sent their order. The contract text is not made accessible beyond this. If the Customer has set up a user account in the Seller's online shop before sending their order, the order data will be archived on the Seller's website and can be accessed free of charge by the Customer via their password-protected user account by providing the corresponding login data.
2.6 Before submitting a binding 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 for better recognition of input errors can be the browser's zoom function, which magnens the display on the screen. The Customer can correct their entries within the electronic ordering process using the usual keyboard and mouse functions until they click the button that concludes the ordering process.
2.7 The German language is exclusively available for the conclusion of 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 provided by them 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.
2.9 If the parties have agreed on special conditions, these generally do not apply to concurrently running and future contractual relationships with the Customer.
2.10 In the event of the Customer's financial inability to fulfill their obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer without notice by withdrawal. This also applies in the event of an insolvency application by the Customer. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The Customer will inform the Seller in writing at an early stage about impending insolvency.
3) Contractual Right of Withdrawal
The Seller grants the Customer a contractual right of withdrawal in accordance with the following conditions:
3.1 The Customer has the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day on which the Customer or a third party designated by him, who is not the carrier, has taken possession of the last goods.
3.2 To exercise their right of withdrawal, the Customer must inform the Seller by means of a clear declaration in text form (e.g., a letter sent by post, fax, or e-mail) of their decision to withdraw from the contract. To comply with the withdrawal period, it is sufficient for the Customer to send the notification of the exercise of the right of withdrawal before the withdrawal period has expired.
3.3 If the Customer withdraws from the contract in due form and time, the Seller will refund the purchase price paid to the Customer, but not the costs of sending the goods and, if applicable, costs incurred for the payment method chosen by the Customer. The refund of the purchase price will be made within fourteen days from the day on which the notification of the withdrawal from the contract was received by the Seller.
3.4 The Seller may refuse repayment until it has received the goods back in full.
3.5 The Customer must return or hand over the goods to the Seller without undue delay and in any event no later than fourteen days from the day on which they inform the Seller of the withdrawal from the contract. The deadline is met if the Customer sends the goods before the expiry of the period of fourteen days.
3.6 The Customer bears the costs and the risk of returning the goods.
3.7 For any loss in value of the goods, the Customer shall be liable in accordance with statutory provisions.
4) Prices and Payment Terms
4.1 If a payment method offered via the payment service "Shopify Payments" is selected, payment processing is handled 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 will be communicated to the Customer in the Seller's online shop. Stripe may use other payment services for payment processing, for which special payment conditions may apply, to which the Customer may be separately informed. Further information on "Shopify Payments" is available online at https://www.shopify.com
4.2 Unless otherwise stated in the Seller's product description, the prices quoted are net prices, which apply plus the statutory value-added tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and fees will be charged separately, if applicable.
4.3 For deliveries to countries outside the European Union, additional costs may arise in individual cases, for which the Seller is not responsible and which are to be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g., transfer fees, exchange rate fees) or import duties or taxes (e.g., customs duties). Such costs may also arise in connection with money transfers 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.
4.4 The Customer has various payment options available, which are specified in the Seller's online shop.
4.5 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.
4.6 If the payment method "Sofortüberweisung" (instant bank transfer) is chosen, the payment processing is handled by Klarna Bank AB (publ), Sveavägen 46, 11134 Stockholm, Sweden (hereinafter "Klarna"). In order to be able to pay the invoice amount via "Sofortüberweisung", the Customer must have an online banking account activated for participation in "Sofortüberweisung", identify themselves accordingly during the payment process and confirm the payment instruction. The payment transaction will then be carried out immediately by Klarna and the Customer's bank account will be debited. Further information on the payment method "Sofortüberweisung" can be found online at https://www.klarna.com
4.7 If the payment method "invoice purchase" is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price is to be paid within 7 (seven) days of receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to offer the payment method "invoice purchase" only up to a certain order volume and to refuse this payment method if the stated order volume is exceeded. In this case, the Seller will point out a corresponding payment restriction to the Customer in its payment information in the online shop.
4.8 If the SEPA direct debit payment method is chosen, the invoice amount is due after a SEPA direct debit mandate has been issued, but not before the deadline for pre-notification of payment has expired. The direct debit will be collected when the ordered goods leave the Seller's warehouse, but not before the pre-notification deadline has expired. Pre-notification ("Pre-Notification") is any message (e.g. invoice, policy, contract) from the Seller to the Customer announcing a debit via SEPA direct debit. If the direct debit is not honored due to insufficient funds in the account or due to the provision of incorrect bank details, or if the Customer objects to the debit even though they are not entitled to do so, the Customer shall bear the fees incurred by the respective credit institution due to the chargeback, provided they are responsible for this. The Seller reserves the right to carry out a credit check when selecting the SEPA direct debit payment method and to refuse this payment method if the credit check is negative.
4.9 A payment is considered 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 default interest at a rate of 10 percentage points above the respective base interest rate. The Seller's other statutory rights in the event of the Customer's payment default remain unaffected. If claims are overdue, incoming payments will first be set off against any costs and interest, then against the oldest claim.
4.10 Should 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 the delivery is to take place later than four months after the conclusion of the contract, as agreed.
5) Delivery and Shipping Conditions
5.1 The delivery of goods takes place by shipping 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 processing of the transaction.
5.2 The Seller is entitled to make partial deliveries, provided this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is also entitled to issue partial invoices.
5.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies if the non-delivery is not the fault of the Seller and the Seller has concluded a specific hedging 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.
5.4 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 forwarding agent, the 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 will only be taken out at the Customer's special request and expense.
5.5 If a delivery is not possible for reasons for which the Customer is responsible, e.g. because the goods do not fit through the Customer's entrance door, front door or staircase, or because the Customer is not found at the delivery address provided by them, although the delivery time was announced to the Customer with a reasonable notice period, the Customer bears the costs for the unsuccessful delivery and is obliged to pay a flat-rate compensation for default. This amounts to 1% for each full week of delay, but not more than 8% of the value of the total delivery or the unaccepted part of the total delivery. The parties are free to prove higher or lower damage.
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 risk passes to the Customer as soon as the Seller notifies the Customer of the readiness for shipment. Any storage costs incurred after the transfer of risk must be borne by the Customer.
5.7 Self-collection is not possible for logistical reasons.
5.8 Digital content will be provided to the customer exclusively in electronic form as follows:
- via download
- via email
6) Granting of Usage Rights for Digital Content
6.1 Unless otherwise stated in the content description in the Seller's online shop, the Seller grants the Customer a non-exclusive, geographically and temporally unlimited right to use the provided content for private and commercial purposes.
6.2 Passing on the content to third parties or creating copies for third parties outside the scope of these GTC is not permitted, unless the Seller has agreed to a transfer of the license that is the subject of the contract to the third party.
6.3 The granting of rights shall only become effective when the customer has paid the remuneration due in full. The Seller may provisionally permit the use of the contractual content even before this point in time. Such a provisional permit does not constitute a transfer of rights.
7) Contract term and termination of subscription contracts (goods)
7.1 Subscription contracts are concluded for an indefinite period and can be terminated by the customer at any time without notice.
7.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.
7.3 Terminations must be made in writing or in text form (e.g. by e-mail).
8) Force Majeure
In the event of force majeure events affecting the performance of the contract, the Seller shall be entitled to postpone delivery by the duration of the hindrance and, in the event of longer-term delays, to withdraw in whole or in part, without any claims being derived against the Seller. Force majeure shall be deemed to be all events unforeseeable for the Seller or those which – even if they were foreseeable – are beyond the Seller's control and whose impact on the performance of the contract cannot be prevented by reasonable efforts of the Seller. Any statutory claims of the customer remain unaffected.
9) Delay of performance at the customer's request
If dispatch or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged storage fees of 0.5% of the purchase price, but no more than 5% of the purchase price in total, for each additional month commenced. The right to prove higher or lower damage remains unaffected for the contracting parties.
10) Retention of title
10.1 The Seller retains title to the delivered goods until the purchase price owed has been paid in full. Furthermore, the Seller retains title to the delivered goods until all its claims arising from the business relationship with the customer have been fulfilled.
10.2 In the event of processing of the delivered goods, the Seller shall be deemed the manufacturer and acquires ownership of the newly created goods. If the processing takes place together with other materials, the Seller acquires ownership in proportion to the invoice values of its goods to that of the other materials. If, in the event of the combination or mixing of the Seller's goods with an item belonging to the customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice or, in the absence thereof, to the market value of the main item. In these cases, the customer shall be deemed the custodian.
10.3 The customer may neither pledge nor assign by way of security items subject to retention of title or other rights. The customer is only permitted as a reseller to resell in the ordinary course of business on condition that the customer's claims against its customers in connection with the resale have been effectively assigned to the Seller and the customer transfers title to its customer subject to payment. By concluding the contract, the customer assigns its claims in connection with such sales against its customers to the Seller by way of security, and the Seller accepts this assignment simultaneously.
10.4 The customer must immediately notify any access to the goods owned or co-owned by the Seller or to the assigned claims. The customer must immediately remit any amounts collected from its customers and assigned to the Seller, insofar as the Seller's claim is due.
10.5 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 proportion of the security rights at the customer's request.
11) Liability for defects / Warranty
If the purchased item is defective, the provisions of statutory liability for defects apply. Deviating from this, the following applies:
11.1 Claims for defects do not arise from natural wear and tear or damage that occurs after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not assumed under the contract. If the customer or third parties make improper changes or repair work, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the reported fault was not caused by these changes or repair work.
11.2 An insignificant defect does not lead to warranty claims and does not entitle the customer to refuse delivery of the goods. Should a part of the goods be affected by a significant defect, the customer is not entitled to refuse the entire delivery. This does not apply if the partial delivery is of no interest to the customer. Furthermore, payments by the customer may only be withheld to an extent that is proportionate to the defect that has occurred. If the item is provided free of charge, the seller's liability for defects is excluded, unless there is intent or gross negligence.
11.3 For new goods, the limitation period for defect rights is one year from delivery of the goods. For used goods, defect rights are excluded.
11.4 The limitations of liability and reductions of the limitation period regulated above do not apply
- for items that have been used for a building in accordance with their usual use and have caused its defectiveness,
- for claims for damages and reimbursement of expenses of the customer,
- in the event that the seller has fraudulently concealed the defect, as well as
- for the customer's statutory right of recourse against the seller
11.5 In the event of subsequent performance, the Seller has the right to choose between rectification or replacement delivery.
11.6 If a replacement delivery is made within the scope of liability for defects, the limitation period does not recommence.
11.7 If subsequent performance has taken place by way of replacement delivery, the customer is obliged to return the goods delivered first to the seller within 30 days. The return package must contain the reason for the return, the customer's name and the number assigned for the purchase of the defective goods, which enables the seller to allocate the returned goods. As long and insofar as the allocation of the return is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to refund the purchase price. The costs of a renewed shipment shall be borne by the customer.
11.8 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may assert a compensation for use against the customer in accordance with § 346 (1) BGB. Other statutory claims remain unaffected.
11.9 If the customer acts as a merchant within the meaning of § 1 HGB, the commercial inspection and complaint obligation according to § 377 HGB applies to him. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.
12) Liability
The Seller shall be liable to the customer for all contractual, quasi-contractual and statutory, including tortious, claims for damages and reimbursement of expenses as follows:
12.1 The Seller shall be liable without limitation on any legal grounds
- in case of intent or gross negligence,
- for intentional or negligent injury to life, limb or health,
- on the basis of a guarantee promise, unless otherwise regulated in this regard,
- on the basis of mandatory liability such as under the Product Liability Act.
12.2 If the Seller negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability exists in accordance with the preceding paragraph. Essential contractual obligations are obligations that the contract imposes on the Seller according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the customer may regularly rely.
12.3 In all other respects, liability of the Seller is excluded.
12.4 The foregoing liability regulations also apply with regard to the Seller's liability for its vicarious agents and legal representatives.
13) Statute of Limitations
Claims of the customer against the Seller – with the exception of claims regulated under the "Liability for defects / Warranty" section – shall become time-barred one year after knowledge of the facts giving rise to the claim, but no later than five years after the performance of the service, unless unlimited liability exists in accordance with the preceding paragraph.
14) Right of Retention, Assignment
14.1 The customer's rights of retention and refusal to perform are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.
14.2 An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any defect claims of the customer, is excluded.
15) Applicable Law, Place of Jurisdiction
15.1 The laws of the Federal Republic of Germany shall apply to all legal relations between the parties, to the exclusion of the laws governing the international sale of movable goods.
15.2 If the customer is a merchant, a legal entity under public law or a special fund under public law with its registered office in 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. In the aforementioned cases, however, the seller is in any case entitled to appeal to the court at the customer's registered office.
16) Code of Conduct
The Seller has committed to the following code of conduct:
- The Seller has submitted to the terms of participation for the eCommerce initiative "Fairness im Handel", which can be viewed online at https://www.fairness-im-handel.de
/teilnahmebedingungen ./ - The Seller has submitted to the guidelines for "Google Customer Reviews", which can be viewed online at https://support.google.com
/merchants ./answer /14629803 ?hl=de &ref_topic=14629086 - The Seller has submitted to the Trusted Shops quality criteria, which can be viewed online at https://www.trustedshops.com
/tsdocument ./TS_QUALITY_CRITERIA_de.pdf
