Disclaimer: The template below has been drawn up by a solicitor (https://drschwenke.de) has been drawn up in line with the typical requirements of an online shop. However, you should only use this template after carefully reviewing and adapting it to your specific business model. The template below therefore contains additional notes that you must take into account, as well as sections marked in red that you must check particularly carefully and adapt where necessary. Please remove these notes once you have edited the document. If in doubt, seek legal advice. Copyright: You may use the template within the domain/website for as long as your Marketpress licence remains valid for that domain/website. Distribution to third parties, including customers (e.g. as a developer), is not permitted.
Terms and Conditions with Customer Information
- Scope
- Quotations and service specifications
- Ordering process and conclusion of contract
- Prices and delivery charges
- Delivery, stock availability
- Payment terms
- Retention of title
- Customer account
- Warranty against material defects and guarantee
- Liability
- Storage of the contract text
- Final Provisions
1. Scope
1.1. The business relationship between [Insert: DemoShop e.K., Owner: Max Muster, Demostraße 1, 12345 Demostadt] (hereinafter referred to as the „Seller“) and the customer (hereinafter referred to as the „Customer“), the following General Terms and Conditions shall apply exclusively in the version valid at the time of the order.
1.2. For the purposes of these General Terms and Conditions, a ‘consumer’ is any natural person who enters into a legal transaction for a purpose that is predominantly neither part of their commercial nor their self-employed professional activity. A trader is a natural or legal person, or a partnership with legal capacity, which, when entering into a legal transaction, is acting in the course of its commercial or self-employed professional activity.
1.3. Any terms and conditions of the customer that differ from these shall not be recognised unless the seller expressly agrees to their applicability.
2. Tenders and service specifications
2.1 The presentation of products in the online shop does not constitute a legally binding offer, but rather an invitation to place an order. Product descriptions in catalogues and on the Seller’s websites do not constitute a representation or guarantee.
2.2 All offers are valid „whilst stocks last“, unless otherwise stated for specific products. Furthermore, errors excepted.
Note: Please enter the appropriate button labels below.
3. Order process and conclusion of contract
3.1. The customer may select products from the seller’s range without obligation and add them to their basket by clicking the button Enter button label: [Add to basket] add them to what is known as a ‘shopping basket’. Within the shopping basket, the selection of products can be amended, e.g. items can be removed. The customer can then, within the shopping basket, use the button Enter button text: [Proceed to checkout] proceed to the final stage of the ordering process.
3.2. Using the button Enter button text: [Place order (subject to payment)] The customer submits a binding offer to purchase the goods in the shopping basket. Before submitting the order, the customer may view and amend the details at any time, use the browser’s „Back“ function to return to the shopping basket, or cancel the order process entirely. Required fields are marked with an asterisk (*).
3.3. The seller will then send the customer an automatic confirmation of receipt by email, which sets out the customer’s order once again and which the customer can print out using the „Print“ function (order confirmation). The automatic confirmation of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the order. The contract of sale is only concluded once the Seller has dispatched or handed over the ordered product to the Customer within 2 days, or has confirmed dispatch to the Customer within 2 days by means of a second email, an express order confirmation or the sending of the invoice. Acceptance may also take place through a request for payment sent by the seller to the customer and, at the latest, upon completion of the payment transaction. In the event of multiple acts of acceptance, the earliest point in time of acceptance shall be decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract is concluded and the customer is no longer bound by their offer.
3.4 In the case of customers who are businesses, the aforementioned period for dispatch, handover or order confirmation is seven days rather than two.
3.5. Should the seller allow payment in advance, the contract shall come into effect upon the provision of the bank details and the payment request. If, despite the payment being due and following a further reminder, the payment has not been received by the seller within 10 calendar days of the order confirmation being sent, the seller shall withdraw from the contract, with the result that the order is cancelled and the seller is under no obligation to deliver. The order is then considered settled for both the buyer and the seller without further consequences. Therefore, items are reserved for a maximum of 10 calendar days in the case of advance payments.
4. Prices and delivery charges
4.1. All prices quoted on the Seller’s website include the applicable statutory VAT for customers who are consumers.
4.2. In addition to the prices quoted, the seller charges delivery costs. These delivery costs are clearly communicated to the buyer on a separate information page and during the ordering process.
5. Delivery, availability of goods
5.1. Where payment in advance has been agreed, delivery shall take place upon receipt of the invoice amount.
5.2. Should delivery of the goods fail through the buyer’s fault, despite three attempts to deliver them, the seller may withdraw from the contract. Any payments made will be refunded to the customer without delay.
5.3. If the product ordered is unavailable because the seller has not received a supply of that product from their supplier through no fault of their own, the seller may withdraw from the contract. In this case, the seller will inform the customer without delay and, where appropriate, offer to supply a comparable product. If no comparable product is available or the customer does not wish to receive a comparable product, the seller will, where appropriate, refund any payment already made by the customer without delay.
5.4. Customers are informed about delivery times and delivery restrictions (e.g. restrictions on deliveries to certain countries) on a separate information page or within the relevant product description.
5.5 In the case of customers who are businesses, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer as soon as the seller has handed over the goods to the forwarding agent, the carrier or any other person or organisation designated to carry out the dispatch; the specified delivery dates and deadlines are not fixed dates, subject to any other commitments or agreements.
5.6 The Seller shall not be liable to customers who are business customers for delays in delivery or performance resulting from force majeure or unforeseeable events which make delivery substantially more difficult or impossible for the Seller, even where binding deadlines and dates have been agreed. In such cases, the Seller is entitled to postpone the delivery or performance by the duration of the hindrance plus a reasonable start-up period. The right to postpone the deadline shall also apply in relation to customers who are business customers in cases of unforeseeable events affecting the operations of a supplier and for which neither the supplier nor the Seller is responsible. For the duration of such hindrance, the customer shall likewise be released from their contractual obligations, in particular the obligation to pay. If the delay cannot reasonably be expected to be borne by the customer, the customer may, after setting a reasonable period or following mutual consultation with the seller, withdraw from the contract by written notice.
6. Payment terms
6.1. The customer may choose from the available payment methods whilst completing the ordering process. Customers are informed of the available payment methods on a separate information page.
6.2. Where payment by invoice is possible, payment must be made within 30 days of receipt of the goods and the invoice. For all other payment methods, payment must be made in advance without deduction.
6.3. Where third-party providers, such as PayPal, are commissioned to process payments, their general terms and conditions shall apply.
6.4. Where the due date for payment is determined by the calendar, the customer shall be in default simply by failing to meet the deadline. In this case, the customer shall pay statutory interest on arrears.
6.5. The Customer’s obligation to pay interest on arrears does not preclude the Seller from claiming further damages arising from the delay.
6.6. The customer shall only be entitled to set-off if their counter-claims have been established by a final and binding judgement, are undisputed, or have been acknowledged by the seller. The customer may only exercise a right of retention insofar as the claims arise from the same contractual relationship.
7. Retention of title
For customers who are business owners, the following additional provisions apply: The seller retains title to the goods until all claims arising from an ongoing business relationship have been settled in full; the buyer is obliged to treat the purchased goods with due care as long as title has not yet passed to them. In particular, the buyer is obliged, where reasonable or customary in the trade, to insure the goods at their own expense against theft, fire and water damage, at replacement value. Should maintenance and inspection work be required, the buyer must carry this out in good time at their own expense. Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out on behalf of the seller. If the goods subject to retention of title are processed together with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title to the other processed items at the time of processing. In all other respects, the same provisions shall apply to the item resulting from processing as to the goods subject to retention of title. The customer shall also assign the claim to secure the claims against him which arise against a third party as a result of the combination of the goods subject to retention of title with immovable property. The customer must immediately notify the seller of any third-party claims relating to goods owned or co-owned by the seller. The costs arising from such interference, whether in the form of a third-party opposition action or an out-of-court release, shall be borne by the customer. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to the Seller, by way of security, in full, all claims arising from the resale or any other legal basis in respect of the goods subject to retention of title (including all balance claims arising from current accounts). The seller revocably authorises the customer to collect the claims assigned to the seller for the seller’s account and in the customer’s own name. This authorisation to collect may be revoked if the customer fails to meet their payment obligations properly. The seller undertakes to release the security to which the seller is entitled at the customer’s request if its total realisable value exceeds the sum of all the seller’s outstanding claims arising from the business relationship by more than 10% (or, where there is a risk of realisation, by more than 50%). The choice of which securities are to be released rests with the seller. Upon settlement of all the seller’s claims arising from supply transactions, ownership of the goods subject to retention of title and the assigned claims shall pass to the buyer. The choice of which securities are to be released rests with the seller.
8. Customer account
8.1 The Seller shall provide the Customer with a customer account. Within the customer account, the Customer is provided with information about their orders and their customer details stored by the Seller. The information stored in the customer account is not publicly accessible.
8.2. Select an alternative: To place an order, customers must create a customer account. It is not possible to place an order as a guest. / Customers can also place an order as a guest without having to create a customer account.
8.3. Customers are obliged to provide accurate information in their customer account and to update this information to reflect any changes in their circumstances, where necessary (e.g. a new email address following a change, or a new postal address prior to placing an order). Customers are responsible for any adverse consequences arising from incorrect information.
8.4. The customer account may only be used in accordance with the applicable legal provisions, in particular the regulations governing the protection of third-party rights, and in accordance with the Seller’s General Terms and Conditions, using the access interfaces and other technical access methods provided by the Seller. Any other form of use, in particular via external software such as bots or crawlers, is prohibited.
8.5. Where customers store, provide or otherwise post content or information (hereinafter referred to as „Content“) within their customer account, they are responsible for such information. The Seller does not endorse the Customers’ Content. However, the Seller reserves the right to take appropriate measures depending on the degree of risk of legal infringement posed by the Content, in particular the risk to third parties. Measures which meet the criteria of necessity, proportionality, due care, objectivity, reasonableness and the interests of all parties involved – in particular the fundamental rights of customers – may include the (partial) deletion of content, requests for action or clarification, warnings and formal notices, as well as bans on access.
8.6. Customers may terminate their customer account at any time. The seller may terminate the customer account at any time, subject to a reasonable period of notice, which is usually two weeks. The notice period must be reasonable for the customer. The seller reserves the right to terminate the account for exceptional reasons.
8.7. From the date of termination, the customer account and the information stored therein will no longer be available to the customer. It is the customer’s responsibility to back up their data upon termination of the customer account.
9. Warranty against defects and guarantee
9.1. Subject to the following provisions, the warranty (liability for defects) is governed by statutory provisions.
9.2. A warranty applies to goods supplied by the seller only if it has been expressly granted. Customers are informed of the warranty terms and conditions before the ordering process begins.
9.3 If the customer is a trader, they must, without prejudice to statutory obligations regarding notice of defects, inspect the goods without delay and report any apparent material defects to the seller without delay, at the latest within two weeks of delivery, in writing; and to report any non-apparent material defects without delay, at the latest within two weeks of their discovery. Deviations in quality, weight, size, thickness, width, finish, pattern and colour that are customary in the trade, permissible under quality standards or minor in nature shall not constitute defects.
9.4 If the customer is a business, the seller shall decide whether to repair or replace the defective goods.
9.5 Without prejudice to the liability provisions of these General Terms and Conditions, claims for material defects by customers who are business customers shall, as a general rule, be time-barred one year after the transfer of risk, unless longer periods are mandatory by law, in particular where there are special provisions governing the business customer’s right of recourse. In the case of second-hand goods, the warranty is excluded in respect of customers who are traders.
9.6 If the customer, who is a trader, has, in accordance with the nature and intended use of the defective item within the meaning of Section 439(3) of the German Civil Code (BGB), incorporated it into another item or attached it to another item, the seller, subject to an express agreement and without prejudice to the remaining warranty obligations, shall not be obliged, within the scope of subsequent performance, to reimburse the customer for the necessary expenses incurred in removing the defective item and installing or attaching the repaired or delivered non-defective item. Accordingly, the seller is also not obliged to reimburse expenses incurred in removing the defective item and installing or attaching the repaired or delivered defect-free item in the context of a recourse claim by the customer within the supply chain (i.e. between the customer and its customers).
10. Liability
10.1. Without prejudice to any other statutory conditions for claims, the following exclusions and limitations of liability shall apply to the Seller’s liability for damages.
10.2. The seller shall be liable without limitation where the damage is caused by wilful misconduct or gross negligence.
10.3. Furthermore, the Seller shall be liable for the breach, through slight negligence, of essential obligations, the breach of which jeopardises the fulfilment of the purpose of the contract, or for the breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies. In this case, however, the Seller shall only be liable for foreseeable damage typical of this type of contract. The Seller shall not be liable for the breach through slight negligence of any obligations other than those referred to in the preceding sentences.
10.4. The above limitations of liability shall not apply in the event of injury to life, limb or health; in the case of a defect where a guarantee has been given as to the quality of the product; or in the case of defects that have been fraudulently concealed. Liability under the Product Liability Act remains unaffected.
10.5. Where the Seller’s liability is excluded or limited, this shall also apply to the personal liability of employees, agents and vicarious agents.
11. Storage of the contract text
11.1. The customer may print out the terms of the contract before submitting the order to the seller by using their browser’s print function during the final step of the ordering process.
11.2. The seller shall also send the customer an order confirmation containing all the order details to the email address provided by the customer. Along with the order confirmation, or at the latest upon delivery of the goods, customers who are consumers will also receive a copy of the Terms and Conditions, together with the cancellation policy and information on delivery charges, as well as the terms of delivery and payment. If customers have created a customer account, they can view their placed orders in their profile area. Furthermore, the Seller stores the text of the contract but does not make it available on the internet.
11.3 Customers who are business customers may receive the contract documents by email, in writing or by reference to an online source.
12. Final provisions
12.1. If the buyer is a business, subject to any other agreements or mandatory statutory provisions, the place of performance shall be the seller’s registered office, whilst the place of jurisdiction shall be the seller’s registered office if the buyer is a trader, a legal person governed by public law or a special fund under public law, or if the buyer has no general place of jurisdiction in the country where the seller has its registered office. The seller reserves the right to choose another permissible place of jurisdiction.
12.2 In the case of business customers, the law of Please select: [Federal Republic of Germany / Republic of Austria] excluding the UN Convention on Contracts for the International Sale of Goods, provided that this is not precluded by mandatory statutory provisions.
12.3. The language of the contract is German.
12.4. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.
Please note: If you are obliged to take part in a dispute resolution procedure before a consumer arbitration body, or if you do take part in such a procedure, please amend the relevant statement („We are prepared to settle disputes with consumers before the following consumer arbitration body“ or „We are obliged to settle disputes with consumers before the following consumer arbitration board“ and specify the relevant arbitration board together with its address.
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