General Terms and Conditions (GTC) of CLENA Solutions GmbH FOR PURCHASE CONTRACTS WITH CUSTOMERS, AS OF 04/2024

§ 1 General, scope

1.1. These General Terms and Conditions apply exclusively to contracts with our customers.
1.2. These general terms and conditions apply to both entrepreneurs and consumers.
1.3. According to Section 13 of the German Civil Code (BGB), a consumer is any natural person who concludes legal transactions for a purpose that cannot be attributed to their commercial or independent professional activity (hereinafter “consumer”).
1.4. If the customer is an entrepreneur, a legal entity under public law or a special fund under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (hereinafter referred to as “entrepreneur”), we recognize their conditions that conflict with or deviate from these General Terms and Conditions not unless we expressly agree to their validity. These General Terms and Conditions also apply in particular to contracts with entrepreneurs if we carry out the delivery without reservation despite being aware of the customer's conflicting or deviating conditions. In this case, unconditional delivery does not constitute our express consent.

§ 2 Conclusion of contract, right of withdrawal, rights to documents

2.1. The information we provide about our products on the Internet or in our brochures/catalogs do not constitute binding offers to conclude a contract, but rather an invitation to the customer to make an offer to us to conclude a contract. 
2.2. Every customer order represents a binding offer, which we can accept within 2 weeks of receipt of the order. Acceptance occurs by sending an order confirmation or by delivering the goods to the customer. The contract with the customer is concluded through our acceptance.
2.3. In the event of incorrect and/or timely delivery by our suppliers, we are entitled to withdraw from the contract, provided that we are not responsible for such an impediment to performance. The same applies in cases of unforeseeable operational disruptions, such as force majeure, strikes, lockouts or unavoidable shortages of raw materials. If availability is not complete or not available on time, we will inform the customer immediately. If we want to withdraw from the contract in this case, we will exercise our right of withdrawal immediately. The consideration provided will be refunded to the customer immediately.
2.4. The brochures, catalogs, images, drawings and other documents created by us relating to our products and services, which we hand over to the customer as part of the contract initiation and/or relationship, may neither be reproduced nor made accessible to third parties by the customer without our express consent /or passed on to third parties.

§ 3 Prices, shipping costs, payment conditions, offsetting, retention

3.1. The purchase prices stated by us on the Internet or in our brochures/catalogs for the products at the time the contract is concluded apply. For orders of goods with a total net value of less than €25.00, we charge a fee of €15.00 for processing the order. If costs are incurred for shipping, the shipping costs apply according to our shipping cost list valid at the time the contract is concluded. 
3.2. Invoice amounts are due for payment immediately upon delivery without deductions. The deduction of a discount and the granting of a different payment term requires a separate agreement.
3.3. The legal regulations apply with regard to the consequences of late payment by the customer.
3.4. The customer is only entitled to offset if his counterclaims have been legally established, are undisputed or have been recognized by us. 
3.5. The customer is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 4 Delivery, transfer of risk

4.1. If delivery has been agreed by us, it will be made to the delivery address specified by the customer. In this case, compliance with our delivery obligation requires the timely and proper fulfillment of the customer's obligations. In particular, the latter must ensure that there is a passable access road to the specified delivery location.
4.2. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the goods (hereinafter “risk”) passes to the customer at the time the goods are handed over to the customer or the customer defaults on acceptance.
4.3. If the customer is an entrepreneur, the risk passes at the time the goods are handed over to the customer and, if delivery has been agreed, when the goods are handed over to the transp local company to the customer.

§ 5 Right of withdrawal for consumers

- - - - - - Right of withdrawal - - - - - -

Customers as consumers have the following right of withdrawal:

Right of withdrawal

You can revoke your contractual declaration within 14 days without giving reasons in text form (e.g. letter, fax, email) or - if the item is left to you before the deadline - by returning the item. The period begins after receipt of this instruction in text form, but not before receipt of the goods by the recipient (in the case of recurring deliveries of similar goods, not before receipt of the first partial delivery) and also not before fulfillment of our information obligations in accordance with Article 246 § 2 in conjunction with § 1 paragraph 1 and 2 EGBGB as well as our obligations in accordance with Section 312g paragraph 1 sentence 1 BGB in conjunction with Article 246 § 3 EGBGB. To meet the cancellation deadline, it is sufficient to send the cancellation or the item in a timely manner. The revocation must be sent to:

CLENA  Solutions GmbH
Conrad-Röntgen-Straße 3
24941 Flensburg
Fax: 0461-75621
Email: info@clena.de

Consequences of revocation
In the event of an effective revocation, the services received by both parties must be returned and, if necessary, any benefits derived (e.g. interest). If you are unable to return or return the received service and benefits (e.g. usage advantages) or only partially or only in a deteriorated condition, you must pay us compensation. You only have to pay compensation for the deterioration of the item and for any use made if the use or deterioration is due to handling of the item that goes beyond checking the properties and functionality. “Testing the properties and functionality” means testing and trying out the respective goods, as is possible and usual in a store. Transportable items are to be returned at our risk. You have to bear the regular costs of returning the goods if the goods delivered correspond to those ordered and if the price of the item to be returned does not exceed an amount of 40 euros or, if the price of the item is higher, you have not yet received the consideration or one at the time of cancellation have made the contractually agreed partial payment. Otherwise, the return is free for you. Items that cannot be sent as parcels will be picked up from you. Obligations to refund payments must be fulfilled within 30 days. The period begins for you when you send your cancellation declaration or the item, and for us when we receive it.

- - - - - - End of revocation - - - - - -

§ 6 Warranty

6.1. In the event of defects, the statutory provisions apply to the customer's warranty rights. However, if the customer is an entrepreneur, this only applies subject to the following provisions in Sections 6.2 to 6.5. 
6.2. If the customer is an entrepreneur, he can only assert warranty claims under the condition that he has properly fulfilled his obligations to inspect and give notice of defects to us in accordance with Section 377 of the German Commercial Code (HGB). 
6.3. To the extent that we are obliged to provide subsequent performance to the customer as an entrepreneur, we are entitled, at our discretion, to provide subsequent performance in the form of remedying the defect or delivering a new, defect-free item
6.4. If the type of supplementary performance we have chosen in accordance with Section 6.3 fails for the customer as an entrepreneur, the customer is entitled, at his discretion, to withdraw from the contract or to demand a reduction in the purchase price. A failure of the selected type of supplementary performance only occurs after the unsuccessful second attempt
6.5. The warranty period for entrepreneurs is 12 months.

§ 7 Limitation of liability

7.1. We are liable for damages in cases of intent or gross negligence on the part of us or one of our representatives or vicarious agents, as well as in the event of culpable injury to life, body or health in accordance with statutory provisions. Otherwise, we are only liable in accordance with the Product Liability Act, due to the culpable violation of essential contractual obligations or if we fraudulently concealed a defect or assumed a guarantee for the quality of the delivery item. Essential contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract. 
7.2. However, the customer's claim for damages is limited to the foreseeable, typically expected damage, unless this is based on intent or gross negligence on the part of us or one of our representatives or vicarious agents. The limitation of the customer's claims for damages according to sentence 1 applies to all claims for damages (in particular for damages in addition to and/or instead of the service as well as for the claim for reimbursement of wasted expenses), and in equal measure whatever legal reason, but not for claims for damages due to culpable injury to life, body or health.

§ 8 Retention of title

8.1. The goods remain our property until our claims from the purchase contract with the customer have been paid in full. The following provisions in accordance with Sections 8.2 to 8.9 also apply to customers who are entrepreneurs:
8.2. If the customer is an entrepreneur, the retention of title serves to secure all claims to which we are entitled from the ongoing business relationship with them.
8.3. The processing, combination or transformation of the goods (hereinafter referred to as processing) by the customer as an entrepreneur always takes place on our behalf. If the goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the goods (invoice amount, including sales tax) to the other processed items at the time of processing. If one of the items that does not belong to us is to be considered the main item during processing and we therefore do not become co-owner according to the above, we have already agreed with the customer as an entrepreneur that he will give us co-ownership of the new item in proportion to the value of the goods transferred to the other processed items. The same applies to any mixing or mixing of the goods with other items that do not belong to us. The customer shall keep the resulting new items, which are our sole or joint ownership, safe for us.
8.4.If the customer is an entrepreneur, he is entitled to resell the goods and new items that are our co-ownership in accordance with Section 8.3 in the ordinary course of business. However, the customer now assigns to us all claims that arise from the resale against third parties up to the amount that we invoiced the customer for the goods that were resold or previously used for processing into the new item, including sales tax. The claim assigned to us in advance by the customer refers to the final balance in the event of a current account relationship existing between the customer and the buyer. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations to us, does not default on payment and, in particular, no application has been made to open insolvency proceedings against the customer's assets or payments have been suspended. If one of the aforementioned cases occurs, the customer is obliged, upon request, to inform us of the assigned claims and their debtors and all information required for collection, to hand over all associated documents and to disclose the assignment to the debtors.
8.5. The customer as an entrepreneur also assigns to us the claims that arise from third parties due to the connection of the goods or new items with a property, up to the amount that we pay to the customer for goods that are used to connect with the property. or in the case of a connection of a new item in accordance with Section 8.3 with a property for the goods previously used to process this new item, including VAT.
8.6. We are obliged to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. However, we are responsible for selecting the securities to be released.
8.7. If the customer is an entrepreneur, we are entitled to demand the return of the goods if the customer behaves in breach of contract - particularly in the event of late payment. The request for the return of the goods does not constitute a declaration of withdrawal from the contract. After taking back the goods, we are authorized to use them. The proceeds from the sale will be credited against the customer's liabilities - less appropriate realization costs
8.8. The customer as an entrepreneur is obliged to treat the goods with care. The customer as an entrepreneur is particularly obliged to adequately insure the goods at their new value against fire, water and theft damage at their own expense, provided that commercial care requires this. If maintenance and inspection work is necessary, the customer as an entrepreneur must carry this out in a timely manner at his own expense. 
8.9. In the event of seizures, confiscation and/or other interventions or orders from third parties, the customer as an entrepreneur must notify us immediately.

§ 9 Applicable law, place of jurisdiction, final provisions

9.1. It is only the law of the Federal Republic of Germany.
9.2. If the customer is an entrepreneur, Flensburg is the place of jurisdiction for all disputes arising from contractual relationships with the customer.