Status: 30 November 2018
The website: http://www.alpha.pet/ is the property of AlphaPet Ventures GmbH, Landsberger Str. 234, 80687 Munich (hereinafter referred to as AlphaPet) and is operated by it or on its behalf.
GENERAL TERMS AND CONDITIONS OF BUSINESS OF AlphaPet
1. GENERAL, SCOPE OF APPLICATION
1.1 These General Terms and Conditions (“GTC”) apply to all our business relationships with our partners (hereinafter: “Partner”) who are entrepreneurs (§ 14 BGB) or a legal entity under public law.
1.2 The GTC apply to contracts for any form of services but also to the sale and/or delivery of movable goods. Insofar as only services are referred to in the following, the terms and conditions for deliveries of goods and services shall apply analogously. The GTC in their respective version shall also apply as a framework agreement for future contracts with the same partner without us having to refer to them again in each individual case; we shall inform the partner immediately of any changes to our GTC.
1.3 Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the partner shall only become part of the contract if and insofar as we have expressly consented to their validity. This requirement of consent shall apply in any case, for example even if we perform the services to the partner without reservation in the knowledge of the partner’s GTC.
1.4 Individual agreements made with the partner in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.
2. CONCLUSION OF THE CONTRACT
2.1 Our offers are subject to change and non-binding. This also applies if we have provided the partner with catalogues, product or service descriptions or other documents – also in electronic form.
2.2 The order for performance by the partner shall be deemed to be a binding offer of contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 2 weeks of its receipt by us.
2.3 Acceptance may be declared either in writing (e.g. by order confirmation) or by performance of the service to the partner.
3. PRICES AND CONDITIONS
3.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply. The statutory value-added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. Insofar as a certain price is already agreed upon conclusion of the contract in the case of a contractual relationship which has as its object the regular delivery of services by us, price increases due to subsequent changes in market prices or costs, e.g. due to increases in taxes, customs duties, other levies or changes in exchange rates, shall remain reserved. Our prices are free domicile and are shown in the price list. Any customs duties, fees, taxes and other public charges shall be borne by the partner.
3.2 The deduction of a discount requires a special written agreement.
Unless otherwise agreed, invoices are to be paid within 14 days. Our contractual partner shall be in default at the latest if it does not make payment within 14 days of the due date and receipt of an invoice or an equivalent payment schedule; if the date of receipt of the invoice or payment schedule is uncertain, our contractual partner shall be in default at the latest 14 days after the due date and receipt of the performance. The relevant time of performance is the time of receipt of the money on our account. If, after conclusion of the contract, it becomes apparent that the fulfilment of our payment claims is seriously jeopardised due to our contractual partner’s lack of ability to pay, we shall be entitled to declare all outstanding claims due immediately or to refuse performance.
4. DELIVERY SERVICE AND DELAY IN DELIVERY
4.1 The performance period shall be agreed individually or specified by us upon acceptance of the order.
4.2 We are entitled to partial performance to an extent reasonable for our contractual partner, which shall be deemed partial performance.
4.3 If we are unable to meet binding performance deadlines for reasons for which we are not responsible, we shall inform our contractual partner of this without delay and at the same time inform him of the expected new performance deadline. If performance is also not possible within the new period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by our contractual partner. Legal claims and rights of our contractual partner shall remain unaffected.
4.4 We shall be liable in accordance with the statutory provisions. Our liability is limited to compensation for the foreseeable damage typical for the contract.
4.5 We shall also be liable in accordance with the statutory provisions if the delay in performance is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in performance is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
4.6 We shall also be liable in accordance with the statutory provisions insofar as the delay in performance for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall also be limited to the foreseeable, typically occurring damage.
4.7 The occurrence of our default in performance shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the partner is required. If we are in default of performance after receipt of a reminder, the partner may claim damages in accordance with the statutory provisions.
5. PERFORMANCE, DEFAULT OF ACCEPTANCE
5.1 If our contractual partner is in default of acceptance, culpably violates other duties to cooperate or if our performance is delayed for other reasons for which our contractual partner is responsible, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved. If services or partial services have been agreed on a call-off basis without a specific performance period and if our contractual partner does not call off the agreed services or partial services within reasonable call-off dates customary in the trade, we may request him to call off the service. If our contractual partner does not comply with this request within a reasonable period of time set by us, we shall be entitled to withdraw from the contract and to claim damages.
6. CLAIMS FOR DEFECTS BY THE BUYER
6.1 The statutory provisions shall apply to the Partner’s rights in the event of material defects and defects of title, unless otherwise stipulated below.
6.2 The partner’s claims for defects presuppose that it has complied with its statutory obligations to inspect and give notice of defects. If a defect becomes apparent during the inspection or at a later date, we must be notified of this in writing without delay (including evidence), whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the partner shall notify us of obvious defects in writing without delay, whereby the timely dispatch of the notification shall also suffice here to meet the deadline. If the partner fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not notified shall be excluded.
6.3 We are entitled to make the subsequent performance owed dependent on the partner paying the price due. However, the partner is entitled to retain a part of the price which is reasonable in relation to the defect.
6.4 The partner must give us the time and opportunity required for the subsequent performance owed. In this respect, the partner undertakes to cooperate in the event of a complaint.
6.5 If the supplementary performance has failed or a reasonable period to be set by the partner for the supplementary performance has expired unsuccessfully or is dispensable under the statutory provisions, the partner may withdraw from the contract or reduce the price. In the case of an insignificant defect, however, there is no right of withdrawal.
7. SECRECY, DATA PROTECTION
7.1 All contractual and personal data – whether in written, oral or other form – shall be subject to confidentiality, even if they are not marked accordingly. Data will be used exclusively for contractual purposes and treated confidentially, unless the data is generally accessible.
7.2 Employees and vicarious agents shall be bound to secrecy to the same extent insofar as they come into contact with the contractually owed performance. The parties undertake to maintain secrecy about the data that have become known, even after the end of the contractual relationship.
8. OTHER LIABILITY
8.1 Unless otherwise provided in these GTC including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
8.2 We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
– for damages resulting from injury to life, body or health (of a human being),
– for damages resulting from the breach of an essential contractual obligation (obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
8.3 The above limitations and exclusions of liability shall apply to the same extent in favour of our legal representatives, employees and other vicarious agents.
8.4 The partner may only withdraw or terminate due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences shall apply.
9. CHOICE OF LAW AND PLACE OF JURISDICTION
9.1 These GTC and all legal relationships between us and the Partner shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising directly or indirectly from contractual relationships based on these terms and conditions is the registered office of AlphaPet.
AlphaPet Ventures GmbH, Landsberger Straße 234, 80687 Munich, HRB 225319
Managing Directors: Marco Hierling, Jochen Missel, Christian Maerzke and Kumar Jeswani, VAT ID no. DE308345513