General Terms and Conditions and Customer Information
Cyclic Design UG (haftungsbeschränkt)
- Scope of application, contract language
1.1 These General Terms and Conditions of Business (hereinafter “GTC”) apply to all offers and deliveries of goods and services by
Cyclic Design UG (haftungsbeschränkt) Peterssteinweg 14
Phone +49 (0) 341 9899 0730
E-mail: [email protected]
via the online shop under the domain nepenthes.eco, via cyclic.design, via electronic marketplaces and via other – non-electronic – distribution channels.
1.2 These GTC apply exclusively within the scope of application pursuant to section 1.1. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. Without our express written consent, deviating general terms and conditions of the customer shall not be recognised even by acceptance of his order and shall not apply even if we have not expressly objected to them in the individual case.
1.3 These GTC apply regardless of whether you are a consumer, entrepreneur, merchant, a legal entity under public law or a special fund under public law.
1.4 The language available for the conclusion of the contract is exclusively German. Translations of these GTC into other languages are for your information only. In the event of any differences between the language versions, the German text shall take precedence.
- Processing of your personal data
- Conclusion of the contract for orders via the online shop or electronic marketplaces, storage of the text of the contract
3.1 The presentation of goods and services in our online shop or on the product pages of electronic marketplaces does not constitute a legally binding offer, but an invitation to order (“invitatio ad offerendum”).
3.2 By clicking on the button in the last step of the ordering process labelled “order subject to payment” or “buy now” or similar designations, you make a binding offer to purchase or order the goods and/or services displayed in the order overview. You are bound to the order for a period of seven (7) days after placing the order; your right to revoke your order, if any, pursuant to section 6 of these GTC remains unaffected.
3.3 Immediately after sending the order, you will receive an automatic order confirmation from us that we have received your order and in which your order or its contents are listed. This automatic order confirmation merely documents that we have received your order and the content of your order.
However, this order confirmation does not constitute an acceptance of your contractual offer and does not yet lead to the conclusion of the contract.
3.4 A contract is concluded between you and us,
a. as soon as we accept your order by means of a separate e-mail (confirmation of acceptance) or
b. we dispatch the goods or send you a dispatch confirmation by e-mail, or
c. in the event that you select a payment method offered by us, if any, where a payment is to be triggered directly with your order (e.g. PayPal, Sofortüberweisung), with your payment instruction to the corresponding payment service provider.
3.5 If we do not issue a declaration of acceptance in accordance with section 3.4. a) or b) of these GTC (confirmation of acceptance or dispatch) within seven (7) days of receipt of your order, your order has not been accepted. In this case, any services already provided will be refunded immediately.
3.6 The contractual provisions with details of the ordered goods and/or services including these GTC and the cancellation policy will be sent to you by e-mail with the acceptance of the order or the notification of the dispatch of the goods. The text of the contract will be stored by us in compliance with data protection (see section 3 of these GTC).
3.7 The processing of the order and transmission of all information required in connection with the conclusion of the contract shall take place by e-mail. You must therefore ensure that the e-mail address you have provided is correct and that the receipt of the e-mails is technically guaranteed, in particular that it is not impaired by a SPAM filter.
3.8 Our information on the technical data of the object of the delivery or other service (e.g. weights, dimensions, utility values, other technical data) is only approximately authoritative, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements are permissible insofar as they do not impair the usability for the contractually intended purpose, do not significantly change the delivery item and the changes are not unreasonable for you.
- Technical steps up to the conclusion of the contract via the online shop or electronic platforms, correction of input errors
4.1 As part of the ordering process in e-commerce, you first place the desired goods or services in the shopping basket. There you can change the desired number of items at any time or remove selected goods or services completely. If you have placed goods or services in the shopping basket, clicking on the “Next” buttons will take you to a page where you can enter your data and then select the shipping and payment method. Finally, an overview page (order overview) opens where you can check your details. You can correct your input errors (e.g. regarding the payment method, dates or the desired number of items) by clicking on “Edit” in the respective field.
4.2 If you wish to cancel the ordering process completely, you can also simply close your browser window. Otherwise, after clicking the confirmation button labelled “order subject to payment” or “buy now” or similar designations, your declaration becomes binding within the meaning of section
3.2 of these GTC.
- Conclusion of the contract for orders outside the online shop or electronic marketplaces
5.1 Our offers outside the online shop or electronic marketplaces are subject to change and non- binding, unless they are expressly marked as binding or contain a specific acceptance period.
5.2 You are bound by your order, which is not placed via the online shop or electronic marketplaces, for a period of seven (7) days after placing the order.
5.3 Insofar as our offers are subject to change and non-binding or a binding offer (on our part) has only been accepted by you with amendments, a contract shall only be concluded upon receipt by you of our written order confirmation.
5.4 Oral promises made prior to the conclusion of the respective contract are not legally binding and oral agreements of the contracting parties shall be replaced by the written content of the offer or the order confirmation, unless it is expressly stated in the oral agreements that they shall continue to be binding.
- Right of withdrawal
6.1 If you are a consumer within the meaning of § 13 of the German Civil Code (BGB), you are entitled to a right of withdrawal in accordance with the statutory provisions. A consumer within the meaning of
§ 13 BGB is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed. The provisions set out in detail in the separate cancellation policy shall apply to the right of cancellation. The cancellation policy and the model cancellation form can be found under the following link: https://nepenthes.eco/en/cancellation-policy/.
6.2 The right of withdrawal expressly does not apply to distance contracts
a. for the delivery of goods which are not prefabricated and for the production of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer;
b. for the delivery of goods that can spoil quickly or whose expiry date would be quickly exceeded;
c. for the delivery of sealed goods which are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery;
d. for the delivery of goods if these have been inseparably mixed with other goods after delivery due to their nature;
e. for the delivery of sound or video recordings or computer software in a sealed package if the seal has been removed after delivery.
- Prices, shipping costs, payment
7.1 Unless otherwise stated, our prices include the applicable statutory value-added tax and do not include shipping costs. The shipping costs are indicated on the product detail page or in product lists as well as in the order form. Any shipping costs indicated shall be borne by you in addition to the price of the goods. The price including VAT and applicable shipping costs will also be displayed in the order overview when ordering via the online shop or electronic marketplaces before you submit the order.
7.2 The total price of the order is due immediately upon conclusion of the contract.
7.3 When ordering via the online shop or electronic marketplaces, you can only pay the purchase price and the shipping costs using the means of payment specified by us as part of the shopping basket.
7.4 If a direct debit via the payment method selected by you fails for reasons for which you are culpably responsible, you must reimburse the fees incurred by the chargeback.
- Dispatch, transfer of risk, delivery or performance time
8.1 The delivery period begins with the conclusion of the contract and amounts to seven (7) working days, unless otherwise stated in the product description or on the product detail page or the order overview.
8.2 If the goods are dispatched, the risk of accidental loss and accidental deterioration of the goods shall pass to you at the time of dispatch. The above provision (sentence 1) does not apply if you are a consumer within the meaning of § 13 BGB (German Civil Code); in this case, the transfer of risk shall be governed exclusively by the statutory provisions for the sale of consumer goods.
8.3 Compliance with an agreed delivery or performance period requires that you have fulfilled all (cooperation) obligations incumbent upon you without delay or, if applicable, within the periods agreed for this purpose; the defence of non-performance of the contract remains unaffected. If you do not fulfil your obligations in time, the performance period shall be extended accordingly.
8.4 If non-compliance with the performance deadline is due to force majeure, industrial disputes or other events beyond our control, the delivery or performance time shall be extended accordingly. We will inform you of any delays that become apparent.
8.5 In the event of default of acceptance or other culpable breach of duties to cooperate on your part, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to you at the time of the default in acceptance or other breach of duties to cooperate. Your right to revoke your order or the declaration of intent based on the order, which may exist in accordance with section 6 of these GTC, remains unaffected by this.
8.6 We are entitled to make partial deliveries if
a. the partial delivery is usable for you within the scope of the contractual intended purpose,
b. the delivery of the remaining ordered goods is ensured and
c. you do not incur any significant additional expenses or costs as a result (unless we agree to bear these costs).
- Retention of title
9.1 The goods remain our property until all payments owed by you have been received in full.
9.2 For customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. who act in the exercise of their commercial or independent professional activity when placing their order, the following applies: They are entitled to resell the goods subject to retention of title in the ordinary course of business. However, you may not pledge the goods subject to retention of title or assign them by way of security. In this case, however, you hereby assign to us all claims arising from
such a resale, irrespective of whether this takes place before or after any processing of the goods delivered under retention of title, to the amount of the invoice value of our claim. We accept this assignment. Irrespective of our authority to collect the claim ourselves, you shall remain authorised to collect the claim even after the assignment. In this context, we undertake not to collect the claim ourselves as long as and insofar as you meet your payment obligations, no application has been made to open insolvency or similar proceedings against your assets and there is no cessation of payments. Insofar as the above-mentioned securities exceed the claims to be secured by more than 10%, we are obliged to release the securities at our discretion upon your request.
- Warranty for defects of goods
10.1 In the case of contracts with customers who are consumers within the meaning of § 13 BGB (German Civil Code), the statutory limitation period of two years from handover of the goods shall apply with regard to our warranty for defects in goods.
10.2 For customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. who act in the exercise of their commercial or independent professional activity when placing their order, the following restrictions apply with regard to the warranty for defects:
a) The prerequisite for any warranty rights of the customer is its proper fulfilment of all inspection and complaint obligations owed under § 377 of the German Commercial Code (HGB).
b) In the event of non-existence of statutory obligations of the customer to inspect and give notice of defects, the warranty rights for entrepreneurs shall not apply for
(1) obvious defects which have not been notified to us in writing within 7 working days of receipt of the delivery;
(2) non-obvious defects which have not been notified to us in writing within 7 working days of discovery.
c) Claims for defects by entrepreneurs within the meaning of § 14 BGB (German Civil Code) shall become statute-barred within 12 months from handover of the goods. Excluded from this are the claims for damages covered by section 11.2 of these GTC.
d) The statutory provision of § 444 BGB shall also remain expressly unaffected in the case of customers who are entrepreneurs.
10.3 For customers who are a legal entity under public law or a special fund under public law within the meaning of Section 310 of the German Civil Code (BGB), the provisions set out in Sections 10.2. b) to
d) of these GTC shall apply accordingly.
11.1 Unless otherwise stated in the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
11.2 We are liable without limitation
a) in the event of intent or gross negligence,
b) for damages resulting from injury to life, limb or health,
c) according to the provisions of the Product Liability Act as well as
d) to the extent of a guarantee assumed by us.
11.3 In the event of a slightly negligent breach of an obligation, we shall only be liable in the cases specified in section 11.2. b) to d) of these GTC and in the event of a breach of a contractual obligation, compliance with which is essential for achieving the purpose of the contract and compliance with which you as the customer may regularly rely on (cardinal obligation). In the event of a slightly negligent breach of a cardinal obligation, we shall only be liable for the foreseeable damage typical for the contract, unless the customer’s claims for damages pursuant to section 11.2.
b) to d) of these GTC are concerned.
11.4 The limitation of liability pursuant to section 11.3. of these GTC shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions if claims are asserted directly against these persons. This does not apply if a defect has been fraudulently concealed.
- Secrecy / Confidentiality for orders outside the online shop or electronic marketplaces
12.1 For customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. who act in the exercise of their commercial or independent professional activity when placing their order, and whose orders are placed outside the online shop or electronic marketplaces, the following agreements on secrecy or confidentiality apply in accordance with Sections 12.2. to 12.4. of these GTC.
12.2 The parties undertake to maintain confidentiality about confidential information. “Confidential Information” means all information and documents of the respective other party which are marked as confidential or are to be regarded as confidential from the circumstances, in particular information about operational processes, business relations and know-how. Confidential information includes in particular our offers and cost estimates as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and auxiliary materials made available to you.
12.3 The parties shall only grant access to Confidential Information to consultants who are subject to professional secrecy or who have previously been subject to obligations equivalent to the confidentiality obligations of this Agreement. Furthermore, the Parties shall disclose the Confidential Information only to those employees who need to know it for the performance of this Agreement and shall impose confidentiality obligations on such employees to the extent permitted by employment law.
12.4 Such confidential information is excluded from the confidentiality obligations (Sections 12.2. and 12.3.),
a) which were demonstrably already known to the recipient at the time of conclusion of the contract or subsequently become known from a third party, without thereby violating a confidentiality agreement, statutory regulations or official orders;
b) which are public knowledge at the time of conclusion of the contract or are made public thereafter, insofar as this is not based on a breach of the confidentiality agreement;
c) which must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to oppose the disclosure.
- Applicable law, place of jurisdiction
13.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. If you have placed the order as a consumer and have your habitual residence in another country at the time of your order, the application of mandatory legal provisions of this country remains unaffected by the choice of law made in sentence 1.
13.2 If you are a merchant, the exclusive place of jurisdiction is in D-04107 Leipzig (Germany). Otherwise, the applicable statutory provisions shall apply for local and international jurisdiction.
- Codes of Conduct / Out-of-Court Dispute Resolution
14.1 We have not submitted to any specific codes of conduct.
14.2 We are not prepared to participate in a dispute resolution procedure before a consumer arbitration board. However, in accordance with EU Regulation No. 524/2013, we are obliged to inform you of the following:The EU Commission has created an internet platform for online dispute resolution. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online sales contracts. More information is available at the following link: http://ec.europa.eu/consumers/odr.
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