General Terms and Conditions of Business of Klickparts GmbH
1.1 These General Terms and Conditions of Business (hereinafter “General Terms and Conditions of Business”) of Klickparts GmbH (hereinafter “Klickparts”) apply for all contracts regarding the sale and delivery of movable goods (hereinafter “Goods”) concluded with Klickparts by an entrepreneur (hereinafter “Customer”) with respect to Goods presented by Klickparts in its online shop. This does not constitute a sale to a consumer pursuant to Section 13 German Civil Code (Bürgerliches Gesetzbuch, “BGB”).
1.2 These General Terms and Conditions of Business shall apply to the exclusion thereof. Derogating, conflicting or additional Customer General Terms and Conditions of Business do not form part of the contract. This is also the case if Klickparts unconditionally meets its contractual obligations to the Customer while aware of the Customer’s General Terms and Conditions of Business.
1.3 “Entrepreneur” in the sense of these General Terms and Conditions of Business, is a natural or legal person, or partnership with legal personality, which when entering into a legal transaction, acts in exercise of their or its trade, business or profession.
1.4 The legal requirements shall remain valid to the extent that they are not amended or expressly excluded in this contract or in these General Terms and Conditions of Business.
2. Conclusion of the contract
2.1 The subject matter of the contract is the sale of Goods.
2.2 The product descriptions presented in the Klickparts online shop (www.klickparts.com) do not constitute binding offers provided by Klickparts, but non-binding, no-obligation offers. Photos and the item description in the presentation may differ from the Goods delivered.
2.3 The Customer may submit the offer through the ordering process integrated into the Klickparts online shop. In the course of this process, the Customer shall submit a legally binding contractual offer in relation to the Goods listed again on the last page of the ordering process, by clicking the “Submit order” button to complete the ordering process after the Customer has placed the selected Goods into the virtual shopping cart and has gone through the ordering process. Furthermore, the Customer may also submit the offer to Klickparts by phone, email or online contact form.
2.4 After sending the order, you will receive confirmation that the order has been received. This automatically generated order confirmation email does not constitute acceptance of the offer, but simply documents the fact that we have received the order.
2.5 Klickparts can accept the Customer’s offer within five working days
• by sending the Customer a written order confirmation or order confirmation in text form (fax or email), with the reference date being the date on which the Customer receives the confirmation;
• by delivering the ordered Goods to the Customer, with the reference date being the date on which the Customer receives the Goods or, in the case of unsuccessful delivery, the date on which the Customer is notified; or
• by asking the Customer for payment following submission of the Customer’s order; or
• if payment by automatic debit is available and the Customer opts to use this payment method, Klickparts may take the total price from the Customer’s bank account, with the reference date being the date on which the Customer’s account is debited.
If several of the listed alternatives occur, the contract shall be concluded at the first application of one of the aforementioned alternatives. The period for acceptance of the offer shall run from the day after the offer is submitted by the Customer, and shall expire with the end of the fifth working day following submission of the offer. If Klickparts does not accept the Customer’s offer within the aforementioned period, the offer shall be deemed rejected, with the result that the Customer shall no longer be bound by its declared intent.
2.6 Orders are stored at Klickparts. On request, Klickparts shall provide the Customer with details of the order.
2.7 Prior to binding submission of the order via the Klickparts online ordering process, the Customer has the chance to identify possible input errors by carefully reading through the information displayed on the screen. Customers may wish to use the browser’s zoom function as an effective technical tool for easier identification of input errors. This function magnifies the information displayed on the screen. The Customer may correct their input during the electronic ordering process using the standard keyboard and mouse functions, until they submit a binding offer at the end of the ordering process by clicking on the “Submit order” button.
2.8 Contracts may only be concluded in German.
2.9 Correspondence is normally conducted via email and orders are processed by an automated order processing system. The Customer shall ensure that the email address it has submitted for order processing is correct, and that emails sent to this address by Klickparts can be received safely. If a spam filter is in use, the Customer shall ensure in particular that it can receive all emails sent by Klickparts, or sent by third parties contracted to process the order by Klickparts.
2.10 If the parties have agreed special terms and conditions, these shall not apply to existing and future contracts with the Customer.
2.11 If the Customer is financially unable to meet its obligations to Klickparts, then Klickparts may rescind existing reciprocal contracts with the Customer without notice. This shall also apply in the event that the Customer has filed for bankruptcy. Section 321 BGB and Section 112 German Insolvency Code (Insolvenzordnung, “InsO”) remain unaffected. The Customer shall inform Klickparts in advance and in writing of any potential inability to pay.
3. Condition of Goods
3.1 The manufacturer reserves the right to make design or dimensional changes, color alterations, and changes to the scope of delivery during the delivery period, to the extent that this is acceptable to the Customer in consideration of the interests of Klickparts.
3.2 Unless otherwise agreed, used Goods are sold in the condition and quality that are evident on transfer to the Customer. Contractual condition of used Goods includes but is not limited to typical damage relating to age and previous wear and tear, and previous use of the Goods (“wear damage”).
3.3 Replacement parts shall also be deemed used Goods in the sense of these General Terms and Conditions of Business. These are used spare parts which are prepared and reconditioned by the manufacturer or Klickparts, but which have a shorter remaining service life.
4. Price and payment conditions
4.1 Unless otherwise stipulated in the Klickparts product description, the prices stated are net prices excluding sales tax. Handling and shipping costs, loading, insurance (especially transport insurance), duties and taxes, are billed separately as required.
4.2 Various payment options are available to the Customer (credit card, billing, PayPal and purchase on account). These are listed in the Klickparts online shop. Further information is also available at www.klickparts.de/. Klickparts reserves the right, however, to exclude certain payment methods for individual orders (e.g. to reduce credit risk) and to refer to other payment methods.
4.3 If the Customer pays by PayPal, the amount is debited from the Customer’s PayPal account on ordering the goods. After submitting its order, the Customer is automatically directed to the PayPal payment form.
4.4 If “Purchase on Account” is set, the purchase price is due after the Goods have been delivered and billed. The Customer must make payment by bank transfer within 14 calendar days from receipt of the invoice. Klickparts has a contract with payment provider BS PAYONE GmbH for the technical processing of some payments. This company is authorized to receive payments. Invoices are issued on delivery and must be paid in full unless otherwise agreed.
4.5 Credit card payments are processed by our payment provider BS PAYONE GmbH. We accept Mastercard and Visa credit cards. Your credit card is debited on shipping of the ordered Goods.
4.6 A payment is deemed received as soon as the equivalent amount has been credited to a Klickparts account. In the event of late payment, Klickparts shall be entitled to default interest on arrears, at a rate of 10 percentage points above the respective base rate. In the event of late payment by the Customer, the statutory rights of Klickparts shall remain unaffected. Insofar as there are overdue payments, incoming payments are first offset against possible costs and interest, and then against the oldest claim.
4.7 In the event of unforeseen cost increases (e.g. currency fluctuations, unexpected supplier price increases, etc.), Klickparts shall be authorized to pass on the price increase to the Customer. This shall only apply however if delivery needs to be made later than four months after conclusion of the contract as stipulated.
4.8 Payments by the Customer are redeemed pursuant to Section 366 Para. 2 BGB. This applies even if the Customer agrees to repayment terms in derogation to this.
5. Delivery and shipping terms and conditions
5.1 Unless otherwise agreed, Goods are delivered via the shipping route to the delivery address that the Customer provides. The delivery address provided in the Klickparts order form shall be used to process the transaction.
5.2 Klickparts shall be authorized to make partial deliveries to the extent that this is acceptable to the Customer. In the event that partial deliveries are approved, Klickparts shall also be authorized to bill for partial delivery.
5.3 Goods can only be delivered within Germany. Dispatching the ordered Goods incurs shipping costs; these shall be borne by the Customer unless otherwise stipulated. Bulk goods are shipped by a forwarder. The forwarder shall contact the Customer to agree a delivery time. An overview of shipping costs and more information on shipping can be found here.
5.4 If Klickparts is temporarily prevented from performing the agreed service for reasons outside its responsibility, the due date shall be temporarily postponed until the end of the hindered performance. Klickparts shall inform the Customer of the hindrance to performance and its expected duration without undue delay.
5.5 If the Goods to be delivered by Klickparts are unavailable, Klickparts shall be entitled to rescind the contract if the unavailability is not merely temporary and if Klickparts is not responsible for it. In this event, Klickparts shall be obliged to inform the Customer of the unavailability without undue delay, and to refund the consideration already received from the Customer without undue delay. Unavailability in this sense shall be deemed to exist if Klickparts is itself not supplied from a contingent covering transaction by a supplier, or is incorrectly supplied (under reservation of self-delivery). Unavailability shall also be deemed to exist if the Goods to be delivered cannot be supplied from Klickparts stock or can no longer be supplied from Klickparts stock.
5.6 The risk of accidental loss and deterioration of the sold Goods, and the risk of delay in delivery, shall transfer to the Customer on handover of Goods to the forwarder, carrier, or the person or institution designated to handle the shipping. This shall also apply if Klickparts bears the transport costs. Transport insurance shall only be taken out at the specific request of the Customer and at the Customer’s expense.
5.7 If the Customer is in default of acceptance, or if delivery of Goods is delayed for reasons that the Customer is responsible for, the risk shall transfer to the Customer on notification of readiness for dispatch. In such cases, Klickparts may demand compensation for losses arising therefrom (e.g. storage and transport costs). Klickparts shall be authorized in particular to store Goods itself, and to demand a flat rate of EUR 4.50 per calendar day from the agreed date of transfer or (if no date of transfer has been agreed) from notification of readiness for dispatch of Goods until acceptance thereof. The flat rate shall be payable excluding sales tax. The flat rate and the sales tax due may not exceed a maximum amount of 5% of the total gross purchase price for the Goods. The Customer shall reserve the right to provide proof that Klickparts has not incurred any losses or has only incurred minor losses through storage. Klickparts shall remain entitled to assert further claims and to provide proof of greater losses in relation to storage of the Goods; the flat rate shall be offset against such claims.
5.8 The provisions in 5.7 shall apply accordingly if the Customer does not meet its acceptance obligation, and then Klickparts sells the Goods to another buyer (following rescission of the contract). In this case, the flat rate according to sentence 3 of Section 5.4 is charged until delivery or transfer of Goods to the other buyer.
5.9 For logistics reasons, self-collection is not an option.
5.10 Fixed-date transactions are not concluded.
6. Force majeure
In the event of force majeure occurring and having an impact on contract performance, Klickparts shall be authorized to delay delivery by a duration equal to that of the hindrance, and to rescind the contract in whole or in part in the event of long-term delays, without giving rise to cause for assertion of any claims against Klickparts. Force majeure shall include all events that cannot be foreseen by Klickparts, or which lie beyond the control of Klickparts – even if these were foreseeable – where the effect on performance of the contract by Klickparts cannot be prevented despite the reasonable efforts of Klickparts. The Customer’s statutory rights shall remain unaffected.
7. Reservation of title
7.1 Klickparts shall retain ownership of the Goods until the purchase price has been paid in full. Transfer of ownership is also contingent upon payment of all Klickparts claims; both existing claims on conclusion of the contract and future claims that arise from the business relationship with the Customer (extended reservation of title).
7.2 In the event that the delivered Goods are processed, Klickparts shall be deemed the manufacturer and shall acquire ownership of the new parts which result. If the Goods are processed together with other materials, Klickparts shall acquire ownership proportional to the invoice value of its Goods with the other materials. If the Klickparts Goods are combined or mixed with a Customer item, and this resulting item should be viewed as the main item, then co-ownership of the item shall transfer to Klickparts in proportion to the invoice value of Klickparts’ Goods – or in proportion to the current market value of the item in the absence of an invoice value. The Customer shall be deemed the custodian in these cases.
7.3 The Customer may neither pledge, nor transfer by way of collateral, items which are subject to reservation of title or ownership. The Customer shall only be permitted to resell Goods as the reseller in the ordinary course of business with the proviso that the Customer has effectively assigned to Klickparts its claims against its consumer in relation to the resale, and that the Customer transfers ownership to its consumer subject to payment. With conclusion of this contract, the Customer shall assign claims against its consumer in relation to such sales to Klickparts. Klickparts shall simultaneously accept the assignment.
7.4 The Customer shall immediately give notification of access to the Goods owned or co-owned by Klickparts, or to the assigned claims. It shall immediately pay over to Klickparts any amounts collected by the Customer and assigned to Klickparts to the extent that Klickparts’ claim is due.
7.5 To the extent that the value of the security interests of Klickparts exceeds the level of secured claims by more than 10%, Klickparts shall release an appropriate share of the security interests at the request of the Customer.
8. Liability for defects / Warranty
If the object of the sale is defective, the provisions regarding statutory warranty shall apply. The following shall apply in derogation to this:
8.1 Claims for defects shall not develop from natural wear and tear, nor from damage which arises, after transfer of risk, as a result of incorrect or negligent handling, excessive use, unsuitable equipment, or which arises due to specific external factors which are not stipulated in this contract. If modifications or repairs are performed incorrectly by the Customer or by third parties, no claim for defects shall exist for these or their consequences, unless the Customer can furnish proof that the reported defect has not been caused by these modifications or repairs.
8.2 In the case of new Goods, the limitation period for warranty claims shall be one year from transfer of risk. In the case of used Goods, rights and claims arising from defects shall not exist.
8.3 The foregoing limitations of liability and shortening of limitation periods shall not apply
• to items which have been used in a construction work, in accordance with their normal purpose, and have caused the deficiency of that construction;
• to claims for compensation and reimbursement of expenses by the Customer;
• in the event that Klickparts has fraudulently concealed the defect; and
• to the right of recourse pursuant to Section 478 BGB.
8.4 In the event of subsequent fulfillment, Klickparts shall have the right to exercise the option of either improvement or replacement.
8.5 The limitation period shall not be reset if a replacement is delivered within the scope of liability for defects.
8.6 If subsequent fulfillment is performed by way of replacement, the Customer shall be obliged to return the first-delivered Goods to Klickparts within 30 days. The return package must include the reason for the return shipment, the Customer name, and the number assigned to the purchase of the defective Goods, which enables Klickparts to attribute the returned Goods. As long as, and to the extent that the return shipment cannot be attributed, for reasons which the Customer is responsible for, Klickparts shall not be obliged to accept the returned Goods and to refund the purchase price. The Customer shall bear the costs of re-shipping.
8.7 If Klickparts delivers a defective item for the purpose of subsequent fulfillment, the Customer may assert a claim to compensation for use pursuant to Section 346 Para. 1, BGB. Other statutory claims remain unaffected.
8.8 If the Customer acts as a merchant pursuant to Section 1 German Commercial Code (Handelsgesetzbuch, “HGB”) it shall be subject to the buyer’s obligation to inspect the Goods and give notice of defects pursuant to Section 377 HGB. The Goods shall be deemed approved if the Customer fails to fulfill the notification requirements governed by this section of the HGB.
Klickparts shall be liable to the Customer for all contractual, quasi-contractual and statutory, as well as tortious claims for compensation and reimbursement of expenses as follows:
9.1 Klickparts shall be liable without limitation, notwithstanding the legal grounds,
• in the case of willful intent or gross negligence;
• in the case of injury to life, limb or health arising from willful intent or negligence;
• on the grounds of a warranty, unless otherwise stipulated in this regard;
• on the grounds of statutory liability such as the Product Liability Act (Produkthaftungsgesetz).
9.2 If Klickparts breaches a material contractual obligation due to negligence, liability shall be limited to the foreseeable damage typical for the contract, insofar as this is not subject to unlimited liability in accordance with the foregoing clause. Material contractual obligations are obligations which the contract imposes on Klickparts to achieve the purpose of the contract according to the content thereof, and the fulfillment of which is essential in enabling proper performance of the contract, and on compliance with which the Customer may normally rely.
9.3 In all other cases, Klickparts shall not assume liability.
9.4 The foregoing liability clauses shall also apply with regard to the liability of Klickparts for its vicarious agents and legal representatives.
10. Limitation period
The Customer’s claims against Klickparts shall expire – with the exception of the claims governed by the section on “Liability for defects / Warranty” – after one year from awareness of the facts on which the claim is based, but no later than five years following provision of the service, insofar as this is not subject to unlimited liability in accordance with the foregoing clauses.
11. Offsetting, retention, assignment
11.1 The Customer may only offset undisputed claims or claims established in a court of law against any Klickparts claims.
11.2 The Customer may only assert the right to withhold payment or the right of retention based on undisputed claims or claims established in a court of law. This shall also apply to the commercial right of retention (Sections 369 to 372 HGB). The Customer may also only assert the right of retention if the claim of Klickparts and the counterclaim of the Customer are based on the same contract.
11.3 The right of the Customer to offset justified counterclaims due to defective or incomplete performance by Klickparts against the claim for payment of Klickparts, or to assert the claim by reason of non-fulfillment of contract, shall remain unaffected. The Customer may only withhold part of the payment, pro-rated in consideration of the defect or incomplete performance.
11.4 Assignment of claims by the Customer arising from the contract agreed with the Customer, including but not limited to assignment of any claims for defects of the Customer, shall be excluded.
12. Arbitration clause
In the event of differences of opinion arising from the contract, we are not obliged to take part in arbitration proceedings, and cannot offer the Customer participation in such proceedings.
13. Applicable law, jurisdiction
13.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
13.2 If the Customer acts as a merchant, statutory entity, or special fund under public law with its registered seat within the Territory of the Federal Republic of Germany, the sole jurisdiction for all disputes arising from this contract shall be the registered seat of Klickparts. If the Customer has its registered seat outside the Territory of the Federal Republic of Germany, the sole jurisdiction for all disputes arising from this contract shall be the registered seat of Klickparts. In respect of the foregoing, Klickparts shall however be entitled to initiate proceedings in the competent court for the Customer’s registered seat.
As of March 2019 – Version 1.0
Terms of service
General Terms and Conditions of Business of Klickparts GmbH