General Terms and Conditions

Scope, contracting parties and definitions

The following General Terms and Conditions (hereinafter “GTC”) shall apply to all contracts between Euro Kunststoffprodukte Trading GmbH, represented by their Managing Director Nusret Yavuz, Kopernikusstrasse 6, 45888 Gelsenkirchen, Germany (hereinafter gender-neutral “provider”) and the customers (hereinafter gender-neutral “customer”, collectively also “parties”), which they conclude with the Provider regarding the digital services offered as service packages on the Provider's website (hereinafter “services”).

If the customer uses conflicting or supplementing terms and conditions, their validity and inclusion shall hereby be rejected; unless otherwise agreed between the parties. These GTC shall also apply exclusively if the provider renders the services for the customer without reservation despite being aware of conflicting or deviating conditions of the customer.

These GTC shall only apply if the customer is an entrepreneur. An entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) is any natural person or legal entity or a partnership with legal capacity that acts in the exercise of their commercial or independent professional activity when concluding a legal transaction. Conversely, a consumer according to Section 13 BGB is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to their commercial nor their independent professional activity.

The services of the provider are aimed exclusively at entrepreneurs in accordance with section 1.3. of these GTC. Prior to the conclusion of the contract, the provider shall therefore have the right to demand that the customer sufficiently prove their entrepreneurial status to the provider. This can be done, for example, by providing a VAT identification number of a member state of the European Union and proof of their residence or by other appropriate proof of legitimacy (e.g. business registration, excerpt from the commercial register). The data required for the proof of legitimacy must be provided by the customer completely and truthfully.

Depending on the service description of the provider, the subject of the contract can be both the one-time and the regular purchase of services

(hereinafter “subscription contract”). In the case of the subscription contract, the provider shall undertake to provide the customer with the contractually owed services at the time intervals owed within the agreed term of the contract.

Unless otherwise agreed between the parties, these GTC shall also apply in the version valid at the time of the customer's order or in any case in the version last communicated to the customer in text form as a framework agreement for similar future contracts, without the provider having to refer to them again in each individual case. In individual cases, individually concluded framework agreements or other contracts with the customer (including ancillary agreements, supplements, and amendments) shall take precedence in any case and merely be supplemented by these GTC.

Besides these GTC, the provider's Terms of Use shall apply as well, which can be viewed and retrieved at https://onhd.com/de/nutzungsbedingungen-de .

Conclusion of contract and contractual language

The presentation and promotion on the website of the described services shall not constitute a binding offer on the part of the provider to conclude a contract, but serve as an invitation to the customer to submit a binding offer to enter into a contract.

The customer can submit an offer by completing and submitting the online order form integrated into the website. The required data the customer needs to enter for the completion of the offer results from the input mask of the online order form. After entering the data in the online order form and clicking on the button concluding the order process, the customer submits a legally binding contract offer with regard to the selected service. The customer can correct their input at any time before submitting their legally binding order using the usual keyboard and mouse functions.

A contract between the parties shall only come into force if the provider accepts the customer's contract offer within 7 days,

□□□□□□□□by sending the customer a declaration of acceptance (e.g. by invoice) in written or text form (e.g. by letter or e-mail), with the relevant time being the receipt of the declaration of acceptance by the customer, or

□□□□□□□□by providing the customer with the ordered service by activating the account following the receipt of payment on the provider's business account.

If several of the above alternatives are present, the contract shall come into force at the time when one of the above alternatives occurs first. The period for accepting the offer shall begin on the day following the customer’s submission of the offer. The period shall end with the expiry of the aforementioned period specified by the provider. If the provider does not accept the customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, resulting in the customer no longer being bound by their declaration of intent.

The provider shall save the text of the contract including the GTC upon conclusion of the contract while maintaining data protection and make the text of the contract including the GTC available to the customer by referring them to an online source (e.g. via a link). The provider will not make the text of the contract available in any other form.

The contract shall be concluded exclusively in the German language.

The customer must ensure that the e-mail address they provided during the ordering process is correct, so that the e-mails sent by the provider can be received at this address. When using SPAM filters, the customer must, in particular, ensure that all e-mails sent by the provider or by third parties commissioned with the processing of the order can be delivered.

Prices and terms of payment

The prices indicated by the provider shall be in EURO and constitute total prices plus the statutory value added tax applicable on the day of invoicing.

Payments in countries outside the European Union may - in individual cases - be subject to additional costs for which the provider is not responsible and which are to be borne by the customer.

These may include, for example, costs for the transfer of money conducted by financial institutions (e.g. transfer fees, exchange rate fees).

The customer shall only be entitled to set-off rights if their counter-claims have been legally established or are undisputed and mutually linked to the provider’s main claim or have been recognised by the provider.

A right of retention on the part of the customer shall be excluded unless the customer's counter-claim arises from the same contractual relationship and is undisputed or has been legally established. Written notification to the provider is required to assert this right.

If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that the provider's claim to remuneration is jeopardised by the customer's inability to perform, the provider shall be entitled to refuse performance and, if applicable, withdraw from the contract following the setting of a deadline (Section 321 BGB).

The customer may settle the invoice amount by “invoice” payment. Unless otherwise agreed between the parties, the invoice amount shall be payable in advance and without deduction every 365 days (annually) at the beginning of the contractually owed time interval. The customer account shall only be activated after receipt of payment. The receipt of the invoice amount on the provider's business account shall be decisive for the timeliness of payment.

Contract term and termination for subscription contracts

The subscription contract shall begin with the conclusion of the contract and be concluded for an indefinite period, but at least for a period of 12 months (minimum term). During the minimum term, the subscription contract can be terminated with a notice period of 1 month effective at the end of the minimum term. If not terminated in due time, the subscription contract shall automatically be extended by 12 months and can then be terminated again with a notice period of 1 month effective at the end of the respective contract term.

The customer shall be obliged to keep their data (in particular invoice data) up to date at all times and, in the event of changes, to update their data themselves or to communicate the data update to the provider.

The right of each party to terminate the contract without notice for good cause shall remain unaffected. An important reason exists if the terminating party cannot be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period, taking into account all the circumstances of the individual case and weighing the mutual interests.

Subscription contracts can be terminated in writing or text form (e.g. by e-mail or by letter).

Liability for damages

The provider, their legal representatives and vicarious agents shall have unlimited liability with regard to the services provided by the provider:

□□□□□□□□in the event of intent or gross negligence.;

□□□□□□□□in the event of wilful or negligent injury to life, limb or health;

□□□□□□□□in the case of guarantee promises, insofar as this has been agreed between the parties;

□□□□□□□□to the extent that the German Product Liability Act is applicable.

In the event of a breach of material contractual obligations, the provider's liability shall be limited to the foreseeable damage typical of the contract, unless unlimited liability is assumed in accordance with section 5.1. Essential contractual obligations are obligations which the contract imposes on the provider according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely (so-called cardinal obligations).

Any further liability of the provider shall be excluded.

Amendments of the GTC

The provider reserves the right to amend these GTC at any time, unless the customer cannot be reasonably expected to agree to such amendments. The provider shall notify the customer in good time and in text form of changes made to the GTC. If the customer does not object to the validity of the new GTC within a period of four (4) weeks after notification, the amended GTC shall be deemed to have been accepted by the customer. The provider shall inform the customer in their notification of the customer's right to object and the importance of the objection period. If the customer objects to the changes within the aforementioned period, the contractual relationship as set out in the original GTC shall continue.

The provider furthermore reserves the right to amend these GTC,

□□□□□□□□insofar as they are obliged to do so due to a change in the legal situation;

□□□□□□□□insofar as they thereby comply with a court ruling or an official decision directed against them;

□□□□□□□□if the provider introduces additional, completely new services that require a service description in the GTC, unless the existing contractual relationship is adversely changed as a result;

□□□□□□□□if the amendment is only favourable to the customer; or

□□□□□□□□if the amendment is of a purely technical or procedural nature, unless it has a significant impact on the customer.

The customer's right of termination shall remain unaffected by this.

Final provisions

The assignment of rights arising from the contract concluded between the parties shall require the prior written consent of the other party.

The law of the Federal Republic of Germany shall apply to all legal relationships of the parties, with the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

If the customer is a merchant within the meaning of the German Commercial Code, an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law or a separate property under public law, the exclusive, including international, place of jurisdiction for all disputes arising

directly or indirectly as a result of this contract shall be the provider's place of business. The provider shall also be entitled in all cases to take legal action at the place of fulfilment of the performance obligation in accordance with these GTC or with a prior individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

Last update: 13/06/2024