Contractual conditions in context of purchasing via the platform:  https://zwei-design.com

between

ZWEI Design
Inh.Talitha Bainbridge
Im Kränzliacker 9
79576 Weil am Rhein
Tel: +49 176 312 097 70

– hereinafter referred to as “provider” –

and

the users of this platform referred to in § 2 of these Terms and Conditions – hereinafter referred to as “Customer”.

§ 1 Scope

For the business relationship between the provider and the customer, the following terms and conditions apply exclusively in their version valid at the time of the order. Deviating conditions of the customer are not recognized unless the provider expressly agrees to their validity in writing.

§ 2 Conclusion of contract

(1) The customer can select products from the assortment of the offerer and collect these over the button into the shopping cart in a so-called shopping cart. With the button “Buy Now” he makes a binding application to buy the goods in the shopping cart. Before sending the order, the customer can change and view the data at any time.

(2) The provider then sends the customer an automatic confirmation of receipt with the subject line “Your ZWEI Design and receipt” by e-mail, in which the customer’s order is listed again and the customer can print out the function “Print”. The order of the customer (1) represents the offer to conclude the contract with the respective content of the shopping cart. The confirmation of receipt (order confirmation) represents the acceptance of the offer by the provider. In this the content of the order is summarized. In this e-mail or in a separate e-mail, but at the latest upon delivery of the goods, the contract text (consisting of order, terms and order confirmation) will be sent to the customer by us on a durable medium (e-mail or paper printout). The text of the contract is saved while maintaining data protection.

(3) The contract is concluded in the languages: German, English.

§ 3 Delivery, product availability, payment methods

(1) Delivery times specified by us are calculated from the time of our order confirmation (§ 2 (2) of these GTC), provided that the purchase price has been paid in advance.

(2) If the product designated by the customer in the order is only temporarily unavailable, the supplier shall inform the customer immediately as well. In the event of a delivery delay of more than two weeks, the customer has the right to withdraw from the contract. Incidentally, in this case, the provider is entitled to withdraw from the contract. In doing so, he will immediately reimburse any payments already made by the customer.

(3) The customer can make the payment by Direct Bank Transfer, PayPal, Credit Card.

(4) Payment of the purchase price is due immediately upon conclusion of the contract. If the due date of the payment is determined according to the calendar, the customer is already in default by default of the appointment.

§ 4 Reservation of ownership

Until the full payment of the purchase price, the delivered goods remain the property of the provider.

§ 5 Prices and shipping costs

(1) All prices, which are indicated on the website of the offerer, are inclusive of the valid legal value added tax.

(2) The corresponding shipping costs are specified to the customer in the order form and are to be borne by the customer, as far as the customer does not exercise any right of withdrawal.

(3) In the event of a cancellation, the customer shall bear the direct costs of the return.

§ 6 Warranty for defects

(1) The provider is liable for material defects in accordance with the relevant statutory provisions, in particular §§ 434 ff. BGB. Compared with entrepreneurs, the warranty period for goods delivered by the supplier is 12 months.

§ 7 Liability

(1) Claims of the customer for damages are excluded. This does not apply to claims for damages of the customer resulting from injury to life, limb, health or material contractual obligations (cardinal obligations) as well as liability for other damages based on intentional or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents , Significant contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.

(2) In the event of a breach of essential contractual obligations, the provider shall only be liable for the contractually typical, foreseeable damage, if this was simply caused by negligence, unless it concerns claims for damages of the customer resulting from injury to life, body or health.

(3) The limitations of paragraphs 1 and 2 shall also apply in favor of the legal representatives and vicarious agents of the provider, if claims are asserted directly against them.

(4) The provisions of the Product Liability Act remain unaffected.

§ 8 Notes on data processing

(1) The provider collects data from the customer as part of the processing of contracts. He pays particular attention to the provisions of the Federal Data Protection Act and the Telemedia Act. Without the consent of the customer, the provider will only collect, process or use the customer’s inventory and usage data, insofar as this is necessary for the execution of the contractual relationship and for the use and billing of telemedia.

(2) Without the consent of the customer, the provider will not use the customer’s data for advertising, market or opinion research purposes.

§ 9 Concluding provisions

(1) Contracts between the provider and the customer shall be governed by the law of the Federal Republic of Germany, excluding the UN Sales Convention and international private law.

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and the provider is the domicile of the provider.

(3) The contract remains binding even in the case of legal ineffectiveness of individual points in its remaining parts. In place of the ineffective points, if available, the statutory provisions. To the extent that this would constitute an unreasonable hardship for one of the contracting parties, however, the contract as a whole becomes ineffective.

§ 10 Alternative Dispute Resolution in accordance with Art. 14 (1) ODR-VO and § 36 VSBG:

The european commission provides a platform for online dispute resolution (OS) which is accessible at https://ec.europa.eu/consumers/odr. We are not obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.

Latest update: January 04, 2019

Contractual conditions in context of purchasing wholesale

between

ZWEI Design
Inh.Talitha Bainbridge
Im Kränzliacker 9
79576 Weil am Rhein
Tel: +49 176 312 097 70

and

The wholesale purchaser

Please be advised, the following has been translated with Google Translate. Terms and conditions in German language solely apply!

§ 1 Scope

  1. These conditions of sale apply exclusively to entrepreneurs, legal persons under public law or special funds under public law within the meaning of § 310 (1) BGB. Conflicting or differing from our terms and conditions of the customer, we only accept if we expressly agree in writing to the validity.
  2. These conditions of sale also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature (as a precaution, the conditions of sale should always be attached to the order confirmation).

§ 2 Offer and contract

If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Submitted documents

At all in connection with the placing of order the customer left documents, such For example, calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the orderer our express written consent. As far as we do not accept the offer of the customer within the period of § 2, these documents are to be returned to us immediately.

§ 4 Prices and payment

  1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT in the valid amount. Packaging costs will be charged seperately.
  2. Payment of the purchase price must be made exclusively on the account named overleaf. The deduction of cash discount is only permitted with a written special agreement.
  3. Unless otherwise agreed, the purchase price must be paid within 14 days of delivery. Default interest of 8% above the respective base interest rate p.a. (see Appendix 1). The assertion of a higher damage caused by default remains reserved.
  4. Unless a fixed price agreement has been made, reasonable price changes remain due to changes in labor, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.

§ 5 Retention rights

The customer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 6 Delivery time

  1. The beginning of the delivery time specified by us requires the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
  2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time at which the purchaser is in default of acceptance or payment.
  3. In the event of a delay in delivery caused by us, either deliberately or through gross negligence, we shall be liable for any completed week in the context of a lump-sum compensation for default amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
  4. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Risk during Shipment

If the goods are despatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.

§ 8 Reservation of proprietary rights

  1. We reserve the ownership of the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the goods if the customer behaves contrary to the contract.
  2. The purchaser is obliged, as long as the property has not yet passed to him, to treat the purchased goods with care. In particular, he is obliged to adequately insure these at his own expense against theft, fire and water damage as new value (Note: only permissible for the sale of high-quality goods). If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
  3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the purchaser from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for opening insolvency proceedings or has ceased payments.
  4. The processing and remodeling of the purchased item by the customer is always named and on behalf of us. In this case, the right of expectancy of the purchaser to the purchased item continues with the remodeled item. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the purchaser assigns proportional co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims which accrue to him from a third party as a result of the combination of the reserved goods with a property; We already accept this assignment.
  5. We undertake to release the securities to which we are entitled upon request of the customer, insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and notice of defects as well as recourse / manufacturer recourse

  1. Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligation to inspect and complain under § 377 HGB.
  2. Claims for defects expire 12 months after delivery of the goods delivered by us to our customer. For damage claims in case of intent and gross negligence as well as injury to life, body and health, which are based on a willful or negligent breach of duty of the user, the statutory limitation period. (Note: in the sale of used goods, the warranty period with the exception of the claims mentioned in sentence 2 can be completely excluded) .Soweit the law in accordance with § 438 para. 1 No. 2 BGB (buildings and property for buildings), § 445 b BGB ( Recourse claim) and § 634a paragraph 1 BGB (construction defects) longer periods mandatory, these periods apply. Prior to returning the goods our permit is to be requested.
  3. If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will repair the goods, subject to the timely notice of defects at our discretion or replace the goods. It is always our opportunity to provide supplementary performance within a reasonable time. Claims for recourse remain unaffected by the above regulation without limitation.
  4. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
  5. Claims for defects do not exist with insignificant deviation from the agreed quality, with only insignificant impairment of the usability, with natural wear or tear as in case of damage after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction, unsuitable ground or due to special external influences that are not required under the contract. If the customer or a third party improperly carries out repair work or changes, no claims for defects shall be made for these and the resulting consequences.
  6. Claims of the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently moved to a location other than the purchaser’s branch unless the shipment complies with its intended use.
  7. Rights of recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. For the extent of the claim of recourse of the purchaser against the supplier paragraph 6 shall apply accordingly.

§ 10 Miscellaneous

  1. This contract and the entire legal relationships between the parties are subject to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
  2. Place of fulfillment and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (Note: the use of the clause is inadmissible if at least one of the parties is a non-registered company)
  3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Appendix

Although the clause prohibitions of the catalog facts of the §§ 308, 309 BGB acc. § 310 Abs. 1 BGB do not apply to terms and conditions that are to entrepreneurs i. P. D. § 14 BGB can not be automatically assumed that the use of clauses such as those mentioned in §§ 308, 309 BGB against entrepreneurs as a rule, the content control of § § 305 ff BGB withstand. According to § 307 Abs. 1, 2 Nr. 1 BGB, which also applies to the use of terms and conditions towards entrepreneurs, an inappropriate disadvantage of the contracting party is to be assumed in case of doubt, if the clause with essential principles of the statutory provision, is deviated from the not is compatible. According to case law, this leads to the fact that the clause prohibiting catalogs of §§ 308, 309 BGB on the interpretation of § 307 BGB also acquire indirect significance in commercial transactions.

The clause prohibitions of § 308 BGB are usually transferable to the sale between entrepreneurs, because the commercial characteristics are taken into account in their scopes. On the other hand, such a blanket solution is not possible with the prohibitions of § 309 BGB, but the violation of § 309 is also an indication of the ineffectiveness of the clause in the case of sales between entrepreneurs. It is advisable to have a case-by-case examination carried out by a legal expert before using the GTC.

Obligation of transparency

This requirement means that a clause in terms and conditions is in doubt inappropriate even if it is not clear and understandable. This requirement means that intransparent clauses per se, without any substantive inappropriate discrimination of the contracting party, are to be regarded as ineffective. Furthermore, this also means that the requirement of transparency also applies to price provisions and performance-descriptive clauses that are fundamentally excluded from content control.

Warranty periods

For purchase and service contracts, the warranty period is 2 years. By AGB the warranty period can be shortened as follows:

Movable property except building materials

  • new – buyer is consumer – 2 year warranty period
  • new – buyer is an entrepreneur – 1 year warranty period
  • used – buyer is consumer – 1 year warranty period
  • used – buyer is an entrepreneur – no warranty period

Building materials (if installed)

  • new – 5 year warranty period
  • used – buyer is consumer – 1 year warranty period
  • used – buyer is an entrepreneur – no warranty period

Defects liability

For non-obvious defects, the notification period can not be set shorter than one year in the terms and conditions. The beginning of the period is the statutory limitation period.

Reimbursement of expenses for subsequent performance

In accordance with § 439 (2) BGB (German Civil Code), the seller has to bear the expenses required for the purpose of supplementary performance (eg transport, travel, labor and material costs). This obligation may not be excluded by terms and conditions.

Restriction on subsequent performance

In the case of a defective item, the buyer may, at his option, demand the rectification of the defect or the delivery of a defect-free item or, if the conditions are met, also compensation for damages. Only if the supplementary performance is not successful, not possible or unreasonable can the buyer – secondarily – assert warranty rights: withdrawal or reduction. Restrictions on subsequent performance alone are ineffective if the other party to the contract is denied the right to abatement if the supplementary performance fails.

Liability limitations

Any exclusion or limitation of liability for damages resulting from injury to life, limb or health due to intentional or negligent breach of duty by the user or intentional or negligent breach of duty by a legal representative or vicarious agent of the user shall be ineffective.

Amount of default interest

From the beginning of the delay, the buyer owes the seller in addition to the purchase price default interest. If a consumer is involved in the purchase contract, whether as a buyer or as a seller, the interest rate is 5% above the base rate. For purchase contracts between entrepreneurs, the interest rate is increased by the reform of the law of obligations to 8% above the base rate.

The current base interest rates can be determined at: https://www.bundesbank.de/Redaktion/DE/Standardartikel/Bundesbank/Zinssaetze/basiszinssatz.html

Latest update: March 20, 2019

Contractual conditions in context of procuring interior services

between

ZWEI Design
Inh.Talitha Bainbridge
Im Kränzliacker 9
79576 Weil am Rhein
Tel: +49 176 312 097 70

and

The client

Please be advised, the following has been translated with Google Translate. Terms and conditions in German language solely apply!

General

All services provided by ZWEI Design are subject to the following terms and conditions.

  1. ZWEI Design is assigned to a responsible person who has decision-making power should necessary decisions or changes be made within the project.
  2. At the beginning of each month, starting with the 2nd month, billing is done by ZWEI Design.
  3. Invoices are created at the end of the month with the hours worked.
  4. For Private Customers: The term of payment is 14 (fourteen) calendar days from receipt of the invoice.
  5. For corporate clients: The term of payment is 30 (thirty) calendar days from receipt of the invoice.
  6. Travel expenses as well as lodgings, if necessary, are taken over by the customer.

Execution of services

  1. Our service comes into force after the signing of this offer.
  2. ZWEI Design takes on an advisory function in the area of ​​design, this excludes a building law or constructional liability or examination.
  3. ZWEI Design itself does not create any static calculations, but works in projects – always in the case of structural measures with structural engineers or building contractors.
  4. Under no circumstances is the prepared planning a works planning, this is to be made by the executing specialist planners or specialised companies under coordination of the adjacent trades, the local regulations / laws.
  5. ZWEI Design does not commission any craftsmen, but advises if desired in the selection, or makes non-binding suggestions. The commissioning of the craftsman’s performance for the implementation of planning takes place exclusively via the customer.
  6. A possible examination of the submitted works plans takes place exclusively from the point of view of design. Connections (such as electricity, gas, water, low-voltage, exhaust air) must be carried out by a specialist in accordance with the relevant local laws and standards. The connection instructions and conditions of the device manufacturer must be observed.
  7. Desired extra work, which is outside of the specified service, will be charged with an additional hourly wage of 80 € / hour. The same applies to unforeseen work.

Publication

For the documentation of the project, ZWEI Design will take photos during the remodeling and design work on site and publish them on social media platforms and their website. When published, names and faces if desired remain anonymous. If this point conflicts with the confidentiality of the project or the company regulations, we ask for clarification before the start of the work.

Claims for damages, claims for defects and liability

  1. Vertragliche und gesetzliche Schadensersatzansprüche des Kunden gegen ZWEI Design sind ausgeschlossen, soweit sie nicht auf Absicht oder einer grob fahrlässigen Pflichtverletzung von ZWEI Design beruhen. Von diesem Ausschluss nicht erfasst werden Schadensersatzansprüche wegen Verletzung des Lebens, des Körpers oder der Gesundheit sowie Ansprüche, bei denen die Voraussetzungen des § 639 BGB erfüllt sind.
  2. ZWEI Design übernimmt keine Haftung für die Vollständigkeit und Richtigkeit der vom Kunden gelieferten Maße und sonstiger Angaben. Ebenso wenig übernimmt ZWEI Design Haftung für Schäden, die dadurch entstehen, dass Dritte diese ermittelten Maße und sonstige Angaben verwenden.

Liability

  1. Die von ZWEI Design erbrachten Leistungen basieren auf den Vorgaben und dem Einbezug des Kunden in gestalterische Entscheidungen. Für Fehler, Missverständnisse und Veränderungen, die auf falsche oder unvollständige Angaben des Kunden zurückzuführen sind, ist dieser allein verantwortlich.
  2. Wenn ZWEI Design auf Veranlassung des Kunden Fremdleistungen in dessen Namen und auf dessen Rechnung in Auftrag gibt, haftet ZWEI Design nicht für die Leistungen und Arbeitsergebnisse der beauftragten Leistungserbringer.
  3. Die Haftung für vertragliche Pflichtverletzungen sowie aus Delikt ist auf Vorsatz und grobe Fahrlässigkeit beschränkt. Soweit ZWEI Design einfache Fahrlässigkeit zur Last gelegt werden kann, beträgt die Betriebs-Haftpflichtversicherung 3.000.000 EUR für Personenschäden und 1.000.000 EUR für sonstige Schäden.

Right to withdraw

In the case of incidents (such as serious illness or change of management) which result in fundamental changes to the agreed offer, both sides have the right to withdraw from the contract. All services provided by that date (day X of contract clarification) must be settled.

Severability clause

Should individual provisions of these General Terms and Conditions be invalid and / or void, the remaining conditions shall remain unaffected. The contractual parties are obliged to replace the ineffective and / or invalid provision with one that comes as close as possible to the ineffective and / or invalid provision and is effective.

Section § 306 German Civil Code

  1. If standard business terms in whole or in part have not become part of the contract or are ineffective, the remainder of the contract remains in effect.
  2. To the extent that the terms have not become part of the contract or are ineffective, the contents of the contract are determined by the statutory provisions.
  3. The contract is ineffective if upholding it, even taking into account the alteration provided in subsection (2) above, would be an unreasonable hardship for one party.

Latest update: October 17, 2018