1.1 These 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 Klickparts with respect to Goods presented by Klickparts in its online shop. This does not constitute a sale to a consumer pursuant to Section 13 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”).
1.2 These General Terms and Conditions of Business shall apply exclusively. Differing, conflicting or supplementary terms and conditions of the Customer shall not become 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, is carrying out its trade or independent professional activities.
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 Klickparts offers are subject to change. The product descriptions presented in the Klickparts online shop (www.klickparts.com) do not constitute binding offers on the part of Klickparts, but merely an invitation to the Customer to submit an offer themselves. 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. 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 “Make a binding 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, the Customer will receive an e-mail confirming 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 Klickparts has 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, or
- 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 of this, or
- by asking the Customer for payment following submission of the Customer’s order, or
if several of the listed alternatives occur, the contract shall be concluded when the first of the aforementioned alternatives takes place. The period for acceptance of the offer shall start 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 “Make a binding order” button.
2.8 Contracts may only be concluded in German or English.
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 parallel and future contracts with the Customer.
3. Conditions 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. The contractual qualities of used goods shall include in particular typical damage due to the goods’ age, wear and tear to date and previous use of the goods (“damage from wear and tear”).
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. Prices and payment conditions, default of payment, right of withdrawal
4.1 Unless otherwise stipulated in the Klickparts product description, the prices stated are net prices excluding sales tax. Packaging 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, purchase on account and PayPal). These are listed in the Klickparts online shop. Further information is also available at www.klickparts.com/en/delivery-shipping-and-payment/ 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 agreed, 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 the payment provider BS PAYONE GmbH. Klickparts accepts Mastercard and Visa credit cards. The Customer’s credit card is charged when the ordered goods are shipped.
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 receivables, 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 entitled to pass on the price increase to the Customer. This shall only apply, however, if delivery is be made as agreed later than four months after conclusion of the contract.
4.8 Payments by the Customer are redeemed pursuant to Section 366 (2) of the German Civil Code (BGB). This shall also apply if the Customer has specified a different form of settlement.
4.9 Klickparts shall be entitled to withdraw from the contract if the claim for payment on the part of Klickparts is at risk because the Customer lacks the ability to pay. This shall be the case in particular if the Customer issues a statutory declaration regarding its financial circumstances or foreclosure measures are instigated against it. The same shall apply if the Customer stops payments or an insolvency petition is filed against the Customer’s assets. The Customer shall inform Klickparts in advance and in writing of any potential inability to pay. Section 321 of the BGB and Section 112 of the German Insolvency Code (InsO) remain unaffected.
5. Delivery and shipping terms and conditions, availability of the goods, default in acceptance
5.1 Unless otherwise agreed, Goods are shipped to the delivery address that the Customer provides (obligation to send). 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 permitted, Klickparts shall also be entitled to bill for partial deliveries.
5.3 Deliveries are only possible to delivery addresses in a European Union country. 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 at www.klickparts.com/en/delivery-shipping-and-payment/
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 already received compensation from the Customer without undue delay. Unavailability in this sense shall be deemed to exist if Klickparts is itself not supplied from a congruent hedging 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 entitled 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. Sales tax shall be payable in addition to the flat rate. The flat rate and the sales tax owed on it shall not exceed a total maximum amount of 5% of the gross purchase price of 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 in accordance with Section 5.7 Sentence 3 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-deadline transactions shall not be concluded.
6. Force majeure
If Klickparts is prevented from providing the service due to a force majeure event that has an effect on fulfillment of the contract, Klickparts shall be released from the obligation to perform until the impediment to performance has ceased. Claims for damages or other legal remedies for non-fulfillment of the obligation to perform can therefore not be asserted against Klickparts. This shall also apply if Klickparts is already behind schedule when the impediment to performance arises. Klickparts must inform the Customer of the impediment to performance without delay. Klickparts is entitled to postpone the delivery by the duration of the impediment to performance and to inform the Customer of an expected new delivery date. If the impediment to performance has not yet ceased even when the new delivery date occurs, Klickparts shall be entitled to withdraw from the contract in whole or in part. Irrespective of this, Klickparts is entitled to withdraw from the contract in whole or in part if the duration of the impediment to performance exceeds 120 days. Insofar as the Customer has already provided compensation, Klickparts is obliged to refund this immediately in the event of a withdrawal. The Customer has no further claims against Klickparts. Force majeure shall be deemed to be all events that occur externally and are unforeseeable for Klickparts based on human insight and experience, which cannot be prevented or rendered harmless by economically viable means; even by extreme care reasonably expected under the circumstances, and which must also not be accepted by Klickparts due to their frequency. These include, in particular, impediments due to acts of war, serious impairments of security (e.g. terrorism), natural disasters, significant risks to human health (e.g. illnesses, pandemics), government intervention (e.g. import bans, plant closures, closure of transport routes), explosion, fire, destruction of equipment, or the prolonged failure of means of transport, information systems or energy supplies. Until proven otherwise, force majeure shall also be deemed to include labor disturbances (e.g. strike and lockout) as well as general unrest such as boycotts and the occupation of factories or buildings.
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 or reworked, Klickparts shall be deemed the manufacturer and shall acquire ownership of the resulting new parts. If the Goods are processed or reworked together with other materials, Klickparts shall acquire ownership proportional to the invoice value of its Goods compared to the other materials. If the Klickparts Goods are combined or mixed with a Customer item, and the resulting item should be viewed as the main item, then co-ownership of this item shall transfer to Klickparts proportional to the invoice value of Klickparts Goods – or in the absence of an invoice value proportional to the current market value of the main item. In these cases, the Customer shall be deemed the custodian. The legal relationships that existed with regard to the Goods delivered by Klickparts continue to apply to the new or whole item. In particular, Klickparts hereby already assigns deferred ownership or co-ownership to the Customer, in accordance with Section 7.1. The provisions in this Section 7 shall apply accordingly to the new or whole object.
7.3 The Customer may not dispose of items subject to retention of title or rights without the prior consent of Klickparts, in particular neither pledge, nor assigned by way of collateral. The Customer shall only be permitted to resell Goods as the reseller in the orderly course of business with the proviso that the Customer has effectively assigned to Klickparts its claims against its buyer in relation to the resale, and that the Customer transfers ownership to its buyer subject to payment. With conclusion of this contract, the Customer shall assign claims against its buyer in relation to such sales to Klickparts. Klickparts shall simultaneously accept the assignment.
7.4 The Customer shall immediately notify Klickparts of access to the Goods or items owned or co-owned by Klickparts by a third party, or to the assigned claims. It shall immediately pay 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 for defects shall apply, insofar as not otherwise stipulated in this Section 8. Guarantee claims relating to claims for damages or reimbursement of futile expenses (Section 284 of the BGB) shall remain unaffected; these may only be asserted subject to the requirements of and within the limits specified by Sections 9 and 10. In addition, the special statutory provisions for supplier’s recourse shall remain unaffected (Section 478 of the BGB).
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 used Goods, rights and claims arising from defects shall not exist.
8.3 Subject to Section 8.4, the limitation period for claims for defects shall be one year from delivery.
8.4 Notwithstanding Section 8.3, the statutory limitation period for defect claims shall apply as follows:
a) for construction and items that have been used in a construction work, in accordance with their normal purpose, and have caused the deficiency of that construction (Section 438 (1) (2) of the BGB),
b) if a defect exists in a third party’s right in rem, on the basis of which surrender of the goods can be demanded (Section 438 (1) (1 a) of the BGB).
8.5 It is established that there is no breach of duty if Klickparts rightly refuses subsequent performance after expiry of the limitation period specified in Section 8.3 by invoking the limitation period. For this reason, the Customer may not assert any claims for damages against Klickparts. This shall also apply if the limitation period for damage claims as such would not have lapsed.
8.6 The foregoing limitations of liability and shortening of limitation periods shall not apply
- in the event that Klickparts has fraudulently concealed the defect; or
- unless otherwise specified in a quality guarantee assumed by Klickparts.
8.7 In the event of subsequent fulfillment, Klickparts shall have the right to exercise the option of either improvement or replacement.
8.8 The limitation period shall not be reset if a replacement is delivered within the scope of liability for defects.
8.9 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 for the purchase of the defective Goods, which enables Klickparts to classify the returned Goods. As long as, and to the extent that the return shipment cannot be classified 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.
8.10 If Klickparts delivers a non-defective item for the purpose of subsequent fulfillment, Klickparts may assert a claim against the Customer to compensation for use pursuant to Section 346 (1) of the BGB. Other statutory claims remain unaffected.
8.11 If the Customer acts as a merchant pursuant to Section 1 German Commercial Code (Handelsgesetzbuch, “HGB”) it shall be subject to the obligation to inspect the Goods and give notice of defects pursuant to Section 377 of the HGB. The Goods shall be deemed approved if the Customer fails to fulfill the notification requirements governed by this section of the HGB.
9. Liability for damages
Klickparts shall be liable to the Customer for all contractual, quasi-contractual and statutory, as well as tortious claims for compensation and reimbursement of futile expenses (Section 284 of the BGB) (hereinafter collectively referred to as “claims for damages”) as follows.
9.1 Irrespective of legal basis, Klickparts shall be liable without limitation in accordance with the statutory regulations,
- 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;
- for fraudulently concealed defects,
- on the grounds of a warranty, unless otherwise stipulated in this regard,
- on the grounds of statutory liability such as the Product Liability Act.
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 Section 9.1. 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. They shall also apply mutatis mutandis to any personal liability of the organs, representatives and vicarious agents of Klickparts.
10. Limitation period for damage claims
10.1 The limitation periods specified in Sections 8.3 and 8.4 shall apply to contractual claims for defects by the Customer that are aimed at compensation for damages or reimbursement of futile expenses.
10.2 The limitation period specified in Section 8.3 shall also apply to the limitation period for non-contractual (e.g. tortious) claims for damages by the Customer based on a defect in the goods, with the exception of the cases mentioned in Section 8.4. In the cases referred to in Section 8.4 (a), non-contractual claims for damages shall expire no later than five years from delivery, provided that the expiry of the limitation period does not occur earlier in accordance with specifications in Section 10.3 or the statutory provisions.
10.3 In all other respects, the right of the Customer to claim damages shall expire one year from the Customer gaining knowledge of the facts giving rise to the claim. Irrespective of the Customer’s knowledge, claims for damages shall expire five years from the date on which the claim arises; the limitation period which expires first shall apply. However, if application of provisions regarding the regular statutory limitation period (Sections 195 or 199 of the BGB) leads to an earlier limitation period in individual cases, they shall apply.
10.4 The above provisions in this Section 10 shall not apply
- in the cases mentioned in Section 9.1, and
- in all other cases where the statutory limitation provisions are mandatory.
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 for undisputed claims or claims established in a court of law. This shall also apply to the commercial right of retention in accordance with Sections 369 to 372 of the 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 can only retain part of the payment proportionate to the defect or the degree of incompleteness.
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 international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods (CISG).
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 May 2021 – Version 2.0