GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

General terms and conditions with customer information

Table of contents:

1. Scope
2. Conclusion of contract
3. Prices and terms of payment
4. Delivery and shipping conditions
5. Force majeure
6. Delay in performance at the request of the customer
7. Retention of title
8. Liability for defects / warranty
9. Liability
10. Limitation period
11. Retention, assignment
12. Exemption in case of infringement of third party rights
13. Applicable law, place of jurisdiction

1) Scope of application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of mood rooms e.K. (hereinafter referred to as "seller"), apply to all contracts for the delivery of goods that an entrepreneur (hereinafter referred to as "customer") concludes with the seller with regard to the goods displayed by the seller in his online shop. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 These General Terms and Conditions shall also apply exclusively if the Seller, being aware of the Customer's terms and conditions that conflict with or deviate from these Terms and Conditions, carries out the delivery to the Customer without any special reservation.

1.3 An entrepreneur in the sense of these GTC is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

1.4 Entrepreneurs within the meaning of these GTC are also public authorities or other public law institutions if they act exclusively under private law when concluding a contract.

2) Conclusion of contract

2.1 The product descriptions presented in the seller's online shop do not represent binding offers on the part of the seller, but serve to provide a binding offer by the customer.

2.2 The Customer may submit the offer using the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding offer to enter into a contract with respect to the goods and/or services contained in the shopping cart by clicking on the button concluding the ordering process. Furthermore, the Customer may also submit the offer to the Seller by telephone, fax, e-mail, post or online contact form.

2. 3 The seller can accept the customer's offer within five days by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive, or by delivering the ordered goods to the customer, whereby in this respect the receipt of the goods by the Customer is decisive, or by requesting payment from the Customer after submission of the Customer's order, or if payment by direct debit is offered and the Customer chooses this method of payment, by collecting the total price from the Customer's bank account, whereby in this respect the time at which the Customer's account is debited is decisive.

If several of the aforementioned alternatives are available, the contract shall come into effect at the time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the Customer is no longer bound by his declaration of intent.

2.4 When an offer is submitted via the Seller's online order form, the text of the contract is saved by the Seller and sent to the Customer in text form (e.g. e-mail, fax or letter) after the Customer has sent his order together with these General Terms and Conditions. In addition, the text of the contract is archived on the Seller's website and can be called up by the Customer free of charge via his password-protected customer account by entering the relevant login data, provided that the Customer has created a customer account in the Seller's online shop before sending his order.

2.5 Before bindingly placing an order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the enlargement function of the browser, which is used to enlarge the display on the screen. Within the electronic ordering process, the Customer can correct his entries using the usual keyboard and mouse functions until he clicks on the button that concludes the ordering process.

2.6 Only the German language is available for the conclusion of the contract.

2.7 Order processing and contact are usually carried out by e-mail and automated order processing. The Customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all e-mails sent by the Seller or third parties commissioned by the Seller to process the order can be delivered.

2.8 If the parties have agreed on special conditions, these shall generally not apply to simultaneously current and future contractual relationships with the Customer.

2.9 If the Customer is economically unable to fulfil his obligations towards the Seller, the Seller may terminate existing exchange contracts with the Customer without notice by withdrawal. This also applies if the customer files for insolvency. § 321 BGB and § 112 InsO remain unaffected. The Customer shall inform the Seller in good time in writing of any imminent insolvency.

3) Prices and terms of payment

3.1 Unless otherwise stated in the Seller's product description, the prices quoted are net prices and are subject to value added tax at the statutory rate. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and charges shall be invoiced separately where applicable.

3.2 In the case of deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate charges) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of money if the delivery is not to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.3 The Customer has various payment options available, which are indicated in the Seller's online shop.

3.4 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.

3.5 A payment is considered to be received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of late payment, the Seller shall be entitled to interest on arrears at a rate of 10 percentage points above the respective base rate. The remaining legal rights of the seller in the event of a default in payment by the customer remain unaffected. Insofar as receivables are overdue, incoming payments shall first be credited against any costs and interest, then against the oldest receivable.

3.6 Should unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.) the seller is entitled to pass on the price increase to the customer. However, this shall only apply if delivery is to take place later than four months after the conclusion of the contract as agreed.

4) Delivery and shipping conditions

4.1 The delivery of goods shall be made by dispatch to the delivery address indicated by the customer, unless otherwise agreed. The delivery address specified in the Seller's order processing shall be decisive for the processing of the transaction.

4.2 The seller is entitled to make partial deliveries, provided this is reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.

4.3 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies in the event that the seller is not responsible for the non-delivery and the seller has concluded a concrete covering transaction with the supplier with due care. The seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Customer as soon as the Seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance shall only be taken out at the special request and for the account of the customer.

4.5 If a delivery is not possible for reasons for which the Customer is responsible, e.g. because the goods do not fit through the Customer's entrance door, front door or staircase, or because the Customer cannot be found at the delivery address indicated by him, although the delivery date was announced to the Customer within a reasonable period of time, the Customer shall bear the costs for the unsuccessful delivery and shall be obliged to pay a flat-rate compensation for delay. This shall amount to 1% for each full week of delay, but in total not more than 8% of the value of the entire delivery or the unaccepted part of the entire delivery. The parties are at liberty to prove higher or lower damages.

4.6 In the event that the dispatch of the goods to the Customer is delayed for reasons for which the Customer is responsible, the risk shall pass to the Customer upon notification of readiness for dispatch. Any storage costs incurred shall be borne by the Customer after the transfer of risk.

4.7 For logistical reasons, it is not possible to collect the goods yourself.

5) Force majeure

In the event of force majeure events affecting the performance of the contract, the Seller shall be entitled to postpone the delivery for the duration of the hindrance and, in the event of longer delays, to withdraw from the contract in whole or in part, without any claims against the Seller being able to be derived from this. All events unforeseeable by the seller or such events which - even if they were foreseeable - are beyond the seller's control and whose effects on the fulfilment of the contract cannot be prevented by reasonable efforts on the part of the seller shall be considered force majeure. Any legal claims of the customer remain unaffected.

6) Delay in performance at the request of the customer

If dispatch or delivery of the goods is delayed at the Customer's request by more than one month after notification of readiness for dispatch, the Customer may be charged storage fees amounting to 0.5% of the purchase price for each additional month or part thereof, but not exceeding a total of 5% of the purchase price. The contracting parties are at liberty to prove higher or lower damages.

7) Retention of title

7.1 The seller reserves the right of ownership of the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller retains title to the delivered goods until all its claims arising from the business relationship with the customer have been satisfied.

7.2 If the delivered goods are processed, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the seller acquires ownership in the ratio of the invoice values of his goods to those of the other materials. If, in the event of the Seller's goods being combined or mixed with an item belonging to the Customer, the latter is to be regarded as the main item, co-ownership of the item shall pass to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or, in the absence of such an invoice value, to the market value of the main item. In these cases, the customer shall be deemed the custodian.

7.3 The customer may neither pledge nor assign by way of security objects subject to reservation of title or reservation of rights. The Customer is only permitted to resell the goods in the normal course of business as a reseller under the condition that the Customer has effectively assigned to the Seller its claims against its customers in connection with the resale and the Customer transfers ownership to its customer subject to payment. By concluding the contract, the Customer assigns his claims against his customers in connection with such sales to the Seller by way of security, who simultaneously accepts this assignment.

7.4 The customer shall immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He must immediately transfer to the seller any amounts assigned to the seller and collected by the seller, insofar as the seller's claim is due.

7.5 If the value of the Seller's security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding proportion of the security interests at the Customer's request.

8) Liability for defects / warranty

If the purchased item is defective, the provisions of the statutory liability for defects shall apply. Deviating from this applies:

8.1 Warranty claims shall not arise in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials or that arises due to special external influences that are not provided for under the contract. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the disruption for which a complaint was made was not caused by these modifications or repair work.

8.2 In the case of new goods, the limitation period for claims for defects is one year from the transfer of risk. In the case of used goods, the rights and claims for defects are excluded.

8.3 The above-mentioned limitations of liability and shortening of the limitation period shall not apply to goods that have been used in accordance with their normal use for a building and have caused its defectiveness, to claims for damages and reimbursement of expenses by the Customer, to cases where the Seller has fraudulently concealed the defect, and to the right of recourse pursuant to § 478 BGB.

8.4 In the event of subsequent performance, the Seller shall have the right to choose between repair or replacement.

8.5 If a replacement delivery is made within the scope of the liability for defects, the limitation period shall not start again.

8.6 If the subsequent performance has been effected by way of a replacement delivery, the customer is obliged to return the first delivered goods to the seller within 30 days. The return package must contain the reason for the return, the Customer's name and the number assigned to the purchase of the defective goods, which enables the Seller to identify the returned goods. As long as and to the extent that it is not possible to allocate the returned goods for reasons for which the Customer is responsible, the Seller is not obliged to accept returned goods and to refund the purchase price. The customer shall bear the costs of a new shipment.

8.7 If the seller delivers a defect-free item for the purpose of subsequent performance, the seller can claim compensation for use from the customer in accordance with § 346 para. 1 BGB. Other legal claims remain unaffected.

8.8 If the Customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), the commercial duty to inspect and give notice of defects shall apply in accordance with § 377 HGB. If the customer fails to comply with the duties of notification regulated therein, the goods shall be deemed to be approved.

9) Liability

The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory, including tortious claims for damages and reimbursement of expenses as follows

9.1 The Seller shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, on the basis of mandatory liability such as under the Product Liability Act.

9.2 If the Seller negligently breaches an essential contractual obligation, the liability is limited to the foreseeable damage typical for the contract, unless unlimited liability is granted in accordance with the above clause. Essential contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely.

9.3 Any further liability of the seller is excluded.

9.4 The above liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.

10) Statute of limitations

Customer's claims against the Seller shall become statute-barred - with the exception of the claims regulated under the item "Liability for defects / Warranty" - after one year from knowledge of the facts giving rise to the claim, but at the latest five years after performance of the service, unless unlimited liability is provided for under the above item.

11) Retention, assignment

11.1 Rights of retention and rights to refuse performance on the part of the customer are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

11.2 Any assignment of claims arising from the contract concluded with the Customer by the Customer, in particular any assignment of any claims for defects by the Customer, is excluded.

12) Indemnification in case of infringement of third party rights

If, according to the content of the contract, the Seller is responsible for processing the goods in accordance with certain specifications of the Customer in addition to the delivery of the goods, the Customer must ensure that the content provided by the Customer to the Seller for the purpose of processing does not infringe the rights of third parties (e.g. copyrights or trademark rights). The Customer shall indemnify the Seller against any claims of third parties which the latter may assert against the Seller in connection with an infringement of their rights by the contractual use of the contents of the Customer by the Seller. The Customer shall also assume the reasonable costs of the necessary legal defence, including all court and attorney's fees in the statutory amount. This shall not apply if the Customer is not responsible for the infringement of rights. In the event of a claim by third parties, the customer is obliged to provide the seller immediately, truthfully and completely with all information required for the examination of the claims and a defence.

13) Applicable law, place of jurisdiction

13.1 All legal relations between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the laws on the international purchase of movable goods.

13.2 If the customer acts as a merchant, legal entity under public law or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of the seller. If the customer has his registered office outside the territory of the Federal Republic of Germany, the seller's registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the seller is in any case entitled to call upon the court at the customer's place of business.