General Terms and Conditions of Use (GTC/CSO)

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General Terms and Conditions of Sale (GTC) B2B

1 Scope

1.1 These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (hereinafter the "Buyers").
These General Terms and Conditions apply only insofar as the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310, Paragraph 1, BGB.

1.2 These General Terms and Conditions of Sale apply exclusively.
Any differing, conflicting, or supplementary general terms and conditions of the Buyer shall only become an integral part of the contract if and to the extent that Adapt Accessories has expressly accepted their application.
This acceptance requirement also applies when the Buyer refers to its own general terms and conditions as part of the order and that Adapt Accessories does not expressly object to it.

1.3 These General Terms and Conditions of Sale apply to contracts relating to the sale and/or delivery of movable goods (hereinafter the "Goods").
It is irrelevant that Adapt Accessories manufactures the goods itself or buys them from suppliers (§§ 433, 650 BGB).
Unless otherwise agreed, these General Terms and Conditions apply, in the version in force at the time of the Buyer's order or in the latest version communicated to the Buyer in writing, as a framework agreement also to future contracts of the same nature, without Adapt Accessories it is not necessary to refer to it again on a case-by-case basis.

1.4 Individual agreements concluded on a case-by-case basis with the Buyer (including ancillary agreements, supplements and modifications), as well as the information contained in our order confirmation, prevail over these General Terms and Conditions of Sale.
Unless proven otherwise, the content of these agreements is determined by a written contract or by written confirmation of Adapt Accessories.

1.5 Legally significant statements and notifications from the Buyer relating to the contract (e.g., notices of defects, setting of deadlines, termination or price reduction) must be made in writing, i.e., in written or textual form (e.g., letter, email, fax).
Additional legal requirements regarding form and other means of proof (where applicable in case of doubt about the legitimacy of the person making the statement) remain unchanged.

1.6 Insofar as reference is made to the application of legal provisions, it should be noted that these references are for explanatory purposes only.
The legal provisions apply — even in the absence of express clarification — to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.

2 Offer and conclusion of the contract

2.1 The offers of Adapt Accessories are made without obligation and without binding nature.
This also applies when Adapt Accessories provides the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards) as well as other product descriptions or documents (including in electronic form).
All documents provided to the Buyer as part of the order placement process remain the property of Adapt Accessories and are protected by intellectual property law and copyright law.
These documents may only be made accessible to third parties with the express written consent of Adapt Accessories.

2.2 The Buyer's order for goods constitutes a non-binding offer of contract within the meaning of Section 145 of the German Civil Code (BGB).
Unless otherwise specified in the order, Adapt Accessories is entitled to accept this contractual offer within two (2) weeks of receiving it.

2.3 Acceptance of the contractual offer may be declared by Adapt Accessories either in writing (for example by sending an order confirmation), or by delivering the goods to the Buyer.
In the case where Adapt AccessoriesIf, as the seller, the seller does not accept the buyer's offer within the period stipulated in Article 2.2, the documents sent to the buyer must be returned without delay to Adapt Accessories.

3 Price and conditions of payment

3.1 Unless otherwise agreed in writing on a case-by-case basis, the applicable prices are those in force at the time of conclusion of the contract, ex-warehouse, plus the statutory value added tax.
Packaging costs are charged separately.
In the absence of a fixed price agreement, Adapt Accessories reserves the right to make appropriate price adjustments due to variations in labor, material and distribution costs for deliveries made three (3) months or more after the conclusion of the contract.

3.2 In the context of a sale with shipping, the Buyer bears the costs of transport from the warehouse as well as the costs of any transport insurance requested by the Buyer.
In the case where Adapt Accessories will not charge the actual transport costs incurred, a flat-rate contribution to transport costs (excluding transport insurance) of €20 will be applied.
Customs duties, taxes, fees and any other public charges are the responsibility of the Buyer.

3.3 Payment of the purchase price must be made exclusively to the bank account indicated on the invoice.
Any discount deduction is only permitted with a specific written agreement.

3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen (14) days from the date of invoicing and delivery of the goods.
However, Adapt Accessories is entitled, including within the framework of an ongoing business relationship, to demand full or partial advance payment at any time before delivery.
Such a right will be exercised no later than the order confirmation.

3.5 The Buyer is deemed to be in default of payment upon expiry of the aforementioned payment period.
During the period of delay, the purchase price bears interest at the statutory rate of delay in force in accordance with Article 288, paragraph 2, of the BGB, i.e. nine (9) percentage points above the applicable base rate (see Annex 1).
Adapt Accessories reserves the right to claim additional damages in the event of late payment.
With regard to traders, the right to Adapt Accessories accrued commercial interest in accordance with Section 353 of the German Commercial Code (HGB) remains unchanged.

3.6 If, after the conclusion of the contract, it appears that the claim of Adapt Accessories the payment of the purchase price is threatened due to insufficient solvency of the Buyer (for example, in the event of the filing of a request to open insolvency proceedings), Adapt Accessories is entitled, in accordance with legal provisions, to refuse to perform its service and, if necessary after setting a deadline, to withdraw from the contract (§ 321 BGB).
In the case of contracts relating to the manufacture of non-fungible goods (custom-made products), Adapt Accessories is authorized to declare the termination of the contract immediately.
The legal provisions relating to the exemption from setting a deadline remain applicable.

The Buyer's rights of set-off or retention are only permitted to the extent that its claim has been established by a court decision having the force of res judicata or is not contested, and where its reciprocal claim arises from the same contractual relationship.

4 Rights of retention

In the event of defects found during delivery, the Buyer's reciprocal rights remain unchanged, in particular those provided for in Article 8.6, sentence 2, of these General Terms and Conditions of Sale.

5 Delivery times and delivery delays

5.1 The delivery time is agreed individually or indicated by Adapt Accessories upon acceptance of the order.
In the absence of such an indication, the delivery time is approximately eight weeks from the conclusion of the contract.

5.2 In the case where Adapt Accessories would be unable to meet the contractually agreed delivery deadlines for reasons beyond its control, Adapt Accessories undertakes to inform the Buyer without delay and to simultaneously communicate the expected delivery time or the new delivery time.
If the delayed delivery cannot be made, even within the new communicated timeframe, due to the unavailability of the service, Adapt Accessories is entitled to withdraw from the contract, in whole or in part.
Any consideration already provided by the Buyer, in particular in the form of payment of the purchase price, will be refunded without delay.

The unavailability of the service is characterized in particular when:

delivery by a supplier of Adapt Accessories did not take place in a timely manner,
Adapt Accessories concluded a congruent hedging transaction,
disruptions to the supply chain occur (for example, in the event of force majeure),
or when Adapt Accessories is not bound by the supply obligation in this particular case.

5.3 The existence of a delivery delay attributable to Adapt Accessories as a seller is determined in accordance with legal provisions.
However, the prerequisite for a delivery delay is a formal notice sent by the Buyer.
In the event of a proven delivery delay, the Buyer may claim fixed compensation for the damage resulting from the delay.
This fixed compensation amounts to 0,5% of the net price (value of delivery) per full calendar week of delay, without however exceeding a maximum of 5% of the value of the goods delivered late.
Adapt Accessories reserves the right to prove that the Buyer has suffered no damage or only damage less than the aforementioned fixed compensation.

5.4 The Buyer's rights in accordance with Article 9 of these General Terms and Conditions of Sale, as well as the legal rights of Adapt Accessories, in particular in the event of exclusion of the obligation to perform (for example due to the impossibility or unreasonable nature of the performance and/or subsequent execution), remain unchanged.

6. Delivery, transfer of risk, receipt, delay in acceptance

6.1 Delivery is made ex-warehouse.
The warehouse also serves as the location for delivery and for any subsequent execution (replacement or repair).
In the event that the Buyer wishes the goods to be shipped to another destination (sale with shipping), he bears the shipping costs.
In the absence of a specific contractual agreement, Adapt Accessories is entitled to freely determine the shipping method (packaging, shipping method, carrier).

6.2 The risk of accidental loss and accidental damage to the goods is transferred to the Buyer upon delivery of the goods to the Buyer.
In the context of a sale with shipment, the risk of accidental loss, accidental damage as well as the risk of delay are transferred to the Buyer upon delivery of the goods to the carrier or freight forwarder.
In cases where receipt of goods has been contractually agreed upon, this is decisive for the transfer of risks.
The additional legal provisions of the law of business contracts remain unchanged.
The delivery or receipt of the goods is deemed to have taken place when the Buyer is in a delay in acceptance.

6.3 If the Buyer is late in accepting or if the delivery of Adapt Accessories is delayed for other reasons attributable to the Buyer, Adapt Accessories is entitled to claim from the Buyer compensation for the damage suffered, including additional costs incurred (e.g. storage costs).
In that case, Adapt Accessories will charge the Buyer a fixed compensation of five (5) EUR per calendar day, from the expiry of the delivery period or, if no delivery period is specified, from the date of notification of the availability of the goods for shipment.
The legal rights of Adapt Accessories (including reimbursement of additional costs, appropriate compensation and termination of the contract), as well as proof of higher damages, remain reserved.

6.4 Proof of higher damages as well as the legal rights of Adapt Accessories (in particular the reimbursement of additional expenses, appropriate compensation and termination) remain unchanged.
However, the fixed compensation is deducted from additional monetary claims.
The Buyer retains the right to prove that Adapt Accessories suffered no damage or only damage substantially less than the aforementioned fixed compensation.

7 Retention of ownership

7.1 Adapt Accessories retains ownership of the delivered goods until full payment of all present and future claims arising from the sales contract and ongoing business relationship (secured claims).

7.2 Until the secured claims have been fully settled, the goods subject to retention of title may not be pledged or assigned as security to third parties.
The Buyer is required to inform Adapt Accessories without delay and in writing if an application to open insolvency proceedings is filed or if third parties exercise rights of access to goods belonging to Adapt Accessories (for example seizures).
Insofar as the third party is unable to reimburse Adapt Accessories the legal and extrajudicial costs of an action in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the Buyer is liable for the damage suffered by Adapt Accessories.

7.3 In the event of contractually wrongful conduct by the Buyer, particularly in the event of non-payment of the purchase price due, Adapt Accessories is entitled, in accordance with legal provisions, to withdraw from the contract and/or demand the return of the goods on the basis of retention of title.
The request for restitution does not simultaneously constitute a declaration of termination; Adapt Accessories On the contrary, it is only authorized to demand the return of the goods while reserving the right to withdraw from the contract at a later date.
If the Buyer does not pay the purchase price due, Adapt Accessories must, before asserting these rights, have unsuccessfully granted the Buyer a reasonable period for payment, unless such a time limit is waived in accordance with legal provisions.

7.4 Until revoked in accordance with point 7.4c)The Buyer is authorized to resell and/or transform the goods subject to retention of title in the course of normal business activity.
In this case, the following additional provisions apply:

a) Products resulting from the assembly, mixing or processing of our goods are subject to retention of title up to their full value. Adapt Accessories being considered a manufacturer.
If, during assembly, mixing or processing with goods belonging to third parties, the ownership rights of the latter remain intact, Adapt Accessories acquires a co-ownership proportional to the invoiced value of the goods assembled, mixed or transformed.
Furthermore, the same provisions apply to the resulting product as to goods delivered under retention of title.
The Buyer also agrees to Adapt Accessories, as a guarantee, the claims arising against it from third parties due to the connection of the goods subject to retention of title with real estate.
Adapt Accessories accepts this transfer.

b) The Buyer hereby agrees to Adapt Accessories, as security, all the claims — or up to the amount of the potential co-ownership share in accordance with point 7.4a) — resulting from the resale of the goods or product to third parties, for an amount corresponding to the final invoiced amount agreed with Adapt Accessories (TVA included).
Adapt Accessories accepts this transfer.
The Buyer's obligations mentioned in point 7.2 also apply to assigned receivables.

c) The Buyer remains authorized, jointly with Adapt Accessoriesto recover debts.
As long as the Buyer fulfills its payment obligations towards Adapt Accessoriesthat no solvency deficiency has been observed and that Adapt Accessories does not exercise its rights in accordance with point 7.3, Adapt Accessories undertakes not to collect the debts itself.
Si Adapt Accessories exercises its rights in accordance with point 7.3, it may require the Buyer to communicate the assigned receivables and their debtors, to provide all the information necessary for recovery, to hand over the corresponding documents and to inform the debtors (third parties) of the assignment.
What's more, Adapt Accessories is authorized to revoke the Buyer's right to resell as well as his right to transform the goods subject to retention of title.

d) If the realizable value of the collateral exceeds the claims of Adapt Accessories, Adapt Accessories will release, at the Buyer's request, security interests of its choice.

7.5 Until ownership of the goods has been transferred to the Buyer, the Buyer is obligated to treat the sold item with care.
He is notably required to insure it at his own expense, at its new value, against the risks of theft, fire and water damage.
If maintenance and inspection work is required, the Buyer must carry it out in a timely manner and at its own expense.

8. Buyer's claims for defects

8.1 Unless otherwise stated below, the buyer's rights in the event of material and legal defects (including incorrect or incomplete deliveries, as well as incorrect assembly/installation or defective instructions) are governed by statutory provisions. The statutory provisions relating to the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the buyer's rights arising from separately granted warranties, in particular those provided by the manufacturer, remain unaffected.

8.2 The agreements we have concluded with buyers regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects under the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or that we have made publicly available (in particular in catalogs or on our website) at the time the contract is concluded. If no quality agreement has been reached, a defect must be assessed in accordance with Section 434, Paragraph 3 of the German Civil Code (BGB). In this context, it should be noted that the manufacturer's public statements in advertising or on the product label take precedence over statements made by other third parties.

8.3 For goods containing digital elements or other digital content, it should be noted that we are only obligated to provide and update digital content to the extent expressly agreed upon in accordance with point 8.2. We disclaim all liability for public statements made by the manufacturer and other third parties.

8.4 We are not liable for defects which the buyer is aware of or is not aware of through gross negligence at the time of conclusion of the contract, in accordance with Section 442 of the BGB (German Civil Code).

8.5 The buyer's rights regarding defects exist only to the extent that the buyer has fulfilled their statutory obligations of inspection and notification (Sections 377 and 381 of the German Commercial Code (HGB)). If the goods consist of building materials or other goods intended for installation or processing, an inspection must be carried out immediately before processing. Written notification must be sent to us without delay if a defect is discovered during delivery, inspection, or at any later time. Visible defects must be reported in writing within seven (7) business days of delivery, and non-visible defects within the same period of discovery. If the buyer fails to fulfill their obligation to inspect and/or notify defects, our liability for defects that are not reported, reported late, or reported incorrectly is excluded in accordance with statutory provisions. If the goods were intended to be assembled, fixed, or installed, this also applies if the defect only appeared after the corresponding work was carried out due to non-compliance or a breach of any of these obligations. In this case, the buyer is not entitled to any reimbursement for "assembly and disassembly costs."

8.6 If the delivered goods are defective, we, as the seller, have the right to choose between subsequent performance by remedying the defect (repair) or by delivering goods without defects (subsequent delivery). If the type of repair we have chosen is unacceptable to the buyer in a particular case, the buyer may refuse it. However, we reserve the right to refuse subsequent performance under the conditions provided by law. Furthermore, we are entitled to make the subsequent performance we are obligated to provide conditional upon payment of the purchase price owed by the buyer. The buyer, however, has the right to withhold a portion of the purchase price proportional to the defect.

8.7 The buyer must allow us sufficient time and opportunity to carry out the repair. In particular, the buyer must return the goods for which they reported a defect to us for examination. If we subsequently deliver goods without defects, the buyer must return the defective goods to us in accordance with applicable law. However, the buyer is not entitled to a refund.

8.8 Unless we have contractually agreed otherwise, repair does not include the dismantling, removal, or uninstallation of the defective goods, nor the assembly, fitting, or installation of goods free from defects. The buyer's rights to compensation for "assembly and dismantling costs" remain unaffected.

8.9 We will reimburse the costs necessary for inspection and repair (transportation, labor, and material costs, as well as, where applicable, disassembly and assembly costs) in accordance with legal provisions and these general terms and conditions of sale in the event of a defect. However, we may require the buyer to reimburse the costs incurred by an unjustified repair request if the buyer knew or should have known that there was in fact no defect.

8.10 The buyer has the right to remedy the defect themselves and to demand reimbursement of the objectively necessary costs of doing so in emergencies (e.g., in cases of danger to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if they undertake the repair themselves. If we are legally entitled to refuse further performance in accordance with applicable law, the buyer is not entitled to carry out the repair themselves.

8.11 The buyer may cancel the sales contract or reduce the purchase price in accordance with legal provisions if a deadline set by the buyer for subsequent performance has expired without success or if it is deemed unnecessary by law. However, in the case of a minor defect, the buyer has no right of cancellation.

8.12 The buyer's rights to reimbursement of costs in accordance with Article 445a, paragraph 1, of the BGB are excluded, unless the last contract in the supply chain relates to a purchase of consumer goods (Articles 478 and 474 of the BGB) or a consumer contract relating to the supply of digital products (Articles 445c, sentence 2, 327, paragraph 5, 327u of the BGB).

8.13 The buyer's rights to damages or reimbursement of unnecessary expenses (§ 284 of the BGB) exist, even in the event of a defect, only in accordance with the provisions of paragraphs 9 and 10.

9 Prescription

9.1 The general limitation period for claims arising from material or legal defects is, by way of derogation from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), one year from the date of delivery. Where acceptance has been contractually agreed upon, the limitation period begins to run from the date of acceptance.

9.2 In accordance with statutory regulations, the limitation period is five years from the date of delivery (Section 438, paragraph 1, no. 2 of the German Civil Code (BGB)) in cases where the goods are products or objects that have been used in accordance with their intended purpose and have caused a defect (building materials). This applies subject to other specific statutory provisions regarding limitation periods (in particular Section 438, paragraph 1, no. 1, paragraph 3, Sections 444 and 445b of the BGB).

9.3 The aforementioned limitation periods under sales law also apply to the buyer's contractual and extra-contractual claims for damages based on defective goods, unless the application of the normal statutory limitation period pursuant to Sections 195 and 199 of the German Civil Code (BGB) would result in a shorter limitation period in the specific case. The buyer's rights to damages pursuant to Sections 10.1 and 10.2(a) and those provided for under the Product Liability Act are subject exclusively to the statutory limitation periods.

10. Other responsibilities

10.1 As the seller, we are responsible, unless otherwise provided in these general terms and conditions of sale, including the following provisions, for breaches of contractual and extra-contractual obligations in accordance with legal provisions.

10.2 Under liability for fault, we are liable for damages, regardless of the legal basis, only in cases of intentional misconduct and gross negligence. In cases of simple negligence, subject to statutory limitations of liability (e.g., due diligence in our own affairs; minor breach of an obligation), we are only liable for:

a) for damages resulting from injury to life, physical integrity or health,

b) for damages resulting from the breach of a fundamental contractual obligation (obligations whose performance is essential for the proper execution of the contract and on which the contractual partner relies and can rely). In this case, however, our liability is limited to compensation for foreseeable and typical damages.

10.3 The limitations of liability resulting from point 10.2 also apply to third parties and in the event of a breach of obligations by persons for whom we are legally responsible. To the extent that a defect has been fraudulently concealed and a guarantee has been given for the quality of the goods, the limitations of liability do not apply. This also applies to the buyer's rights under product liability law.

10.4 The buyer may not terminate or cancel the contract for a breach of an obligation that does not result from a defect unless we, as the seller, are responsible for that breach.

10.5 The buyer's right to cancel the contract (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the statutory terms and conditions and their legal consequences apply.

11 Applicable law and jurisdiction

11.1 These general terms and conditions of sale and the contractual relationship between us, as seller, and the buyer are governed by the law of the Federal Republic of Germany, excluding uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods.

11.2 If the buyer is a merchant as defined by the German Commercial Code, a legal entity under public law, or a special fund under public law, our registered office shall be the exclusive place of jurisdiction, including internationally, for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur as defined in Section 14 of the German Civil Code (BGB).

11.3 We are also entitled to bring legal action at the place of performance of the delivery obligation in accordance with these general terms and conditions of sale or a prior individual agreement, or at the buyer's general place of jurisdiction. Prior legal provisions (exclusive jurisdiction) remain unaffected.

General Terms and Conditions of Use (GTC/CSU)