Terms and Conditions of CRATONI Helmets GmbH

1. Scope of application

1.1 These general terms and conditions of sale ("AVB") apply to all contracts that involve the sale of products ("goods") by Cratoni helments GmbH, Dr.-Hockertz-Straße 33, 73635 Rudersberg, phone: +49 (0 ) 7183/939 30-0, Fax: +49 (0) 7183/939 30-19, registered in the commercial register of the local court of Schorndorf under HRB 1399 GmbH ("we", "us" or "Cratoni"), represented by its managing director Günter Krauter, to their customers ("customer").

1.2 The product range in the online shop at http://cratoni.com/de/haendler is aimed exclusively at dealers. These AVB only apply if the customer is an entrepreneur (cf. § 14 BGB), a legal entity under public law or a special fund under public law.

2. General

2.1 Our deliveries, services and offers are made exclusively in accordance with these General Terms and Conditions and the statutory provisions, provided that these General Terms and Conditions do not contain any deviating regulations. Terms and conditions that contradict or deviate from these AVB do not apply, unless we expressly agree to them. In particular, an unsuccessful objection or an unconditional delivery to the customer cannot be seen as a tacit agreement with the customer's conditions.

2.2. Individual agreements with the customer take precedence over these AVB. Subject to evidence to the contrary, a contract or our confirmation in writing or text form (e.g. letter, email, fax) is decisive for the content of such agreements. Legally relevant declarations and notifications (e.g. setting deadlines, notifications of defects) that are submitted by the customer after the contract has been concluded must be submitted in text form.

3. Conclusion of contract

3.1 Our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

3.2. The order of the goods by the customer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within one week of receiving it. A sales contract is only concluded when we send the ordered goods to the customer or confirm acceptance of the order in writing (order confirmation).

3.3. The scope of delivery and the specifications of the goods emerge exclusively from our order confirmation or, if there is no such confirmation, from our offer.

4. Special features when concluding a contract via the online shop

4.1. When ordering via the online shop, the presentation and promotion of the products in the online shop does not constitute a binding offer to conclude a purchase contract. The customer can select goods from the range and collect them in a so-called shopping cart using the "Add to cart" button.

4.2. The offer to conclude a contract is based on the customer, when the customer submits a binding offer to purchase the goods in the shopping cart by clicking on the button “order with obligation to pay” when submitting his order. Before submitting his order, the customer can view, change and print out the data at any time. However, the order can only be placed and transmitted if the customer has accepted these General Terms and Conditions by ticking the box provided for this purpose and has thus included them in his offer.

4.3. After receiving the order, the customer first receives a confirmation of the receipt of his order as well as the details of his order by email to the email address given by him (order confirmation). This order confirmation does not represent an acceptance of his offer, but only informs that we have received his order if it does not expressly contain an acceptance of the offer. A sales contract is otherwise only concluded when we either send the customer an order confirmation in a separate e-mail or we send the customer the goods that have been ordered. In the order confirmation, a separate e-mail or at the latest upon delivery of the goods, the contract text (i.e. order, GCI and order confirmation) will be sent to the customer on a permanent data carrier. We save the contract text while maintaining data protection. The contract is concluded in German.

4.4. If delivery of the goods ordered by the customer is not possible, for example because the goods in question are not in stock, we will refrain from confirming the order. In this case, a contract will not be concluded. We will inform the customer immediately and refund any consideration already received.

5. Delivery, delivery deadline and delay in delivery

5.1. Our information on the goods (e.g. weights, dimensions and technical data) as well as our representations of the same (e.g. images) are only approximately relevant, unless their usability for the contractually intended purpose requires an exact match. They are not guaranteed characteristics, but descriptions or identifications of the goods. Customary deviations are permissible as long as they do not impair usability for the contractually intended purpose.

5.2. We are entitled to partial deliveries of separately usable goods included in an order, whereby we bear the additional shipping costs caused by this.

5.3. For orders to entrepreneurs outside the online shop, our deliveries are EXW Rudersberg (Incoterms 2010), unless otherwise agreed.

5.4. Deadlines for dispatch and delivery are only binding if we have expressly confirmed them as binding in writing. Otherwise there are "approximate deadlines" that can be exceeded by up to three working days.

5.5. All delivery and shipping deadlines specified by us or otherwise agreed upon in the order begin (a) if delivery against prepayment has been agreed, on the day of receipt of the full purchase price (including sales tax and shipping costs) or (b) if payment is made by cash on delivery or on account has been agreed, on the day the purchase contract is concluded by means of an order confirmation (if the goods are sent immediately without an order confirmation, the order confirmation is decisive). The day on which we hand over the goods to the shipping company is decisive for compliance with the shipping date.

5.6. Even if goods are marked as "in stock" on the order form, we are entitled to sell these goods at any time if (a) there is a reference to the limited availability of the goods when ordering or in our online shop or if (b) the delivery takes place against prepayment and the payment is not received by us within a period of five working days after our acceptance of the offer. In these cases, the delivery takes place within the agreed or specified period only while stocks last.

5.7. If no delivery deadline is specified or otherwise agreed, or if we are no longer obliged to adhere to an agreed delivery deadline due to a permissible sale (see section 5.6), shipment within [three] weeks from the start of the delivery deadline as defined in section 5.5 is deemed to have been agreed.

5.8. In the event that an ordered product is temporarily out of stock (e.g. because it has been sold in accordance with Section 5.6 or our suppliers do not deliver goods to us on time), the relevant delivery period according to Section 5.6 shall be extended to delivery by our supplier plus one A period of four working days, but no more than a period of three weeks, provided that we are not responsible for the delay in delivery by our supplier and have reordered the goods immediately.

5.9. If the goods cannot be delivered or cannot be delivered on time (e.g. for one of the reasons mentioned in Section 5.8), we will notify the customer of this immediately. If the goods are not available for the foreseeable future, we and the customer are entitled to withdraw from the purchase contract. In the event of a withdrawal, we will immediately reimburse the customer for the payments made to us. The legal rights of the customer due to delay in delivery are not affected by the above regulation.

5.10. The occurrence of the delay in delivery is otherwise determined in accordance with the statutory provisions. In any case (with the exception of the firm deal) a reminder is required from the customer. In the event of a delay in delivery, our liability is limited in accordance with Section 8.10.

6. Prices and terms of payment

6.1. The price of a product displayed in the online shop includes the statutory sales tax, but exclusive of shipping costs (these are - as stated in our online shop - depending on the shipping method, size and weight http://cratoni-shop.de/delivery]) and exclusive of bank - and credit card fees (unless otherwise stated).

6.2. When ordering in the online shop, the price stated on the order confirmation is the final price including all applicable taxes (including statutory sales tax). This price includes the price of the goods as well as any shipping and delivery costs, bank charges or fees that are due when paying with a credit card.

6.3. If delivery on account is agreed in individual cases, invoice amounts are to be paid within 10 days of delivery and invoicing without any deduction, unless otherwise agreed in writing.

6.4. The assignment of the customer's claims against us to third parties is only permitted with our prior written consent. We can only withhold our consent for a legitimate reason.

6.5. Only undisputed or legally established claims entitle the customer to offset or withhold. In addition, the customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship. In the event of defects in the goods, the customer's counter-rights remain unaffected.

7. Shipping, transfer of risk, acceptance

7.1. The type of dispatch and the packaging are subject to our due discretion. We only owe the timely, proper delivery of the goods to the transport company and are not responsible for delays caused by the transport company. A shipping time specified by us is therefore non-binding.

7.2. The risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the latest with the handover of the goods (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party appointed to carry out the shipment. This also applies if partial deliveries are made.

7.3. If acceptance has been agreed (for orders outside the online shop), this is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance. If the dispatch or the handover is delayed due to a circumstance, the cause of which lies with the customer, the risk is transferred to the customer from the day on which we are ready for dispatch and have notified the customer of this. The goods are deemed to have been accepted if (a) the delivery has taken place, (b) we have notified the customer of this with reference to this acceptance fiction and have requested the customer to take delivery, (c) twelve working days have passed since delivery or the customer started using the purchased item or resold it and, in this case, twelve working days have passed and (d) the customer has accepted the acceptance within this period for a reason other than a defect notified to us that makes the use of the purchased item impossible or has significantly impaired, neglected.

8. Liability for defects, limitation of liability

8.1. The statutory provisions apply to the customer's rights in the event of material or legal defects, unless otherwise specified below.

8.2. Any seller guarantees given by us, in particular the "CRATONI Replacement Guarantee", apply in addition to claims for material and legal defects. The details result from the guarantee conditions, which may be enclosed with the goods.

8.3. If the goods delivered have a material defect, the customer can - at our option - first demand that the defect be remedied or that goods be delivered free of defects. We can refuse the type of supplementary performance chosen by the customer if this is only possible with disproportionate costs. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay in the repair or replacement delivery, the customer can withdraw from the contract or reduce the purchase price appropriately. The same applies in the event that a reasonable deadline to be set by the customer has expired without success or is dispensable according to the statutory provisions.

8.4. If a defect is due to our fault, the customer can claim damages under the conditions specified in Section 8.9.

8.5. The liability for defects does not apply if the customer changes the delivery item without our consent or has it changed by a third party and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer has to bear the additional costs of the removal of defects resulting from the change.

8.6. The customer must carefully examine the goods immediately after delivery (cf. § 377 HGB). The delivered goods are deemed to have been approved by the customer if a defect is not reported to us (i) in the case of obvious defects immediately, at the latest, however, within ten days after delivery or (ii) otherwise - in the case of defects not recognizable within the scope of a proper incoming goods inspection - within is displayed ten days after the defect was discovered.

8.7. The limitation period for claims for defects is one year. In all cases, the special legal provisions for the seller's recourse in the event of final delivery of the goods to a consumer remain unaffected (§§ 445a, 445b BGB in conjunction with §§ 474, 478 BGB).

8.8. In all cases, the special legal provisions for the seller's recourse in the event of final delivery of the goods to a consumer remain unaffected (§§ 445a, 445b BGB in conjunction with §§ 474, 478 BGB). However, if the last customer in the supply chain is an entrepreneur (§ 14 BGB), the recourse claims of § 445a BGB are excluded.

8.9. We are liable for damages - for whatever legal reason - in accordance with the statutory provisions. However, our liability is limited to cases of intent and gross negligence. In the case of breaches of duty caused by slight negligence, we are only liable for (a) injury to life, limb or health, (b) breach of an essential contractual obligation (i.e. obligation, the fulfillment of which enables the proper execution of the contract in the first place and compliance with which the contracting party requires regularly trusts and may trust); in this case, however, our liability is limited to the replacement of the foreseeable, typically occurring damage, (c) assumption of a guarantee for the quality of the goods, (d) due to mandatory liability under the Product Liability Act or (e) fraudulent concealment of a defect.

8.10. Our liability for delayed delivery is - except in the case of intent or gross negligence - limited to a maximum amount of 25% of the purchase price (including sales tax).

9. Reservation of title

9.1. The delivered goods (reserved goods) remain our property until all claims from the respective sales contract have been paid in full.

9.2. The customer is authorized to dispose of the reserved goods in the ordinary course of business, provided that he is not in default of payment. He may not pledge the reserved goods and the claims from a resale that take their place or transfer them as security.

9.3. The customer hereby assigns all claims against third parties arising from the resale to us as security. He is authorized to collect this for our account until this authorization is revoked or until his payment is suspended. Our right to collect the claims ourselves is not affected by this; However, we will not assert the claims ourselves and we will not revoke the direct debit authorization as long as the customer duly meets his payment obligations, there is no significant deterioration in the financial situation, no application for the opening of insolvency proceedings has been made and there is no other deficiency in his performance.

9.4. Access by third parties to the goods and claims belonging to us must be reported to us immediately in writing by the customer. The third party is to be informed of our retention of title. If the third party is unable to reimburse us for the judicial and extrajudicial costs incurred in this context, the customer shall be liable for this.

9.5. In the case of behavior by the customer contrary to the contract - in particular default of payment - we are entitled to withdraw in accordance with the statutory provisions and to demand the return of the goods subject to retention of title. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment or if such a deadline is dispensable according to the statutory provisions. The customer bears the transport costs incurred for the return.

9.6. If the value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the customer's request.

9.7. If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the customer's inability to perform, we are entitled to refuse performance in accordance with the statutory provisions and, if necessary, after setting a deadline, to withdraw from the contract (Section 321 BGB). If we manufacture custom-made products for the customer, we can withdraw from the contract immediately; the legal regulations on the dispensability of setting a deadline remain unaffected.

10. Data protection

The customer data provided will be stored and processed by us in accordance with applicable law for the purpose of processing the contract, ie as far as this is necessary for the establishment and implementation of the underlying contractual relationship and / or further agreements between us and the customer.

11. Applicable law / place of jurisdiction

11.1 German law applies to these General Terms and Conditions and all legal relationships between the customer and us with the exception of the provisions of the UN Sales Convention (CISG).

11.2. If the customer is a merchant within the meaning of Section 1 (1) of the Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts in Stuttgart are exclusively responsible for all disputes arising from or in connection with the relevant contractual relationship.

11.3. Cratoni is also entitled to take legal action at the customer's general place of jurisdiction.

As of May 2018