General Terms and Conditions of Armadillo Tex GmbH
The following General Terms and Conditions (GTC) are part of every contract and apply to all legal transactions of Armadillo Tex GmbH, Hackenberg 87, 42897 Remscheid (hereinafter referred to as “Armadillo”) with the contractual partner or customer. Insofar as individual contractual provisions exist which deviate from or contradict the provisions of these General Terms and Conditions, these shall take precedence over the General Terms and Conditions.
We perform our contractual services exclusively on the basis of these General Terms and Conditions in their respective valid version. Conflicting General Terms and Conditions of the customer, in particular General Terms and Conditions of Purchase, shall only apply if we expressly confirm their validity. This shall also apply if deviations from individual provisions of these General Terms and Conditions are to be agreed.
The contract regulates the provision of services that Armadillo provides to the contractual partner or client.
The subject matter of the contract is the product ordered by you or configured according to your special wishes with the features and dimensions of our product description. Illustrations on our website and in our catalogues serve as general product information in purely pictorial form and have no claim to completeness and correctness. Printing errors, colour and structure deviations in the product description of the advertising media remain reserved.
Conclusion of the contract
The contractual relationship shall come into existence upon acceptance of the offer or order confirmation by Armadillo. Armadillo reserves the right to retain the provision of the service until payment claims due have been settled.
Conclusion of contract via online shop
By placing an order in our online shop, you as a customer bindingly declare by clicking on the “buy” button to accept these GTC as part of the contract and to purchase the contents of the shopping basket. For confirmation of the receipt of your order you will receive a directly automated e-mail, which however does not yet represent an order acceptance and thus no conclusion of a sales contract. The contract between you and us is concluded when the goods are delivered to you. The delivery of goods to you takes place within the delivery periods specified in these General Terms and Conditions, which in each case begin with the next working day (Mon. to Fri. except holidays) after receipt of the order with us.
Conclusion of contract by e-mail, telephone or post
When concluding a contract by other ways of communication, please enter your personal data including e-mail address and telephone number next to the ordered goods. With the transmission of the order you place a binding order including our general terms and conditions for the conclusion of the listed or orally named goods. The contract between you and us is concluded with the delivery of the goods to you. The goods will be delivered to you within the delivery periods specified in these General Terms and Conditions, which in each case begin on the next working day (Mon. to Fri. except holidays) after receipt of the order by us. If we submit an offer designated as binding, the purchase contract shall be concluded with your acceptance of the offer.
You are bound to your orders as long as a contract could be concluded by delivery of goods.
The contract is made in German or English.
Scope of Services and Duties of the Contractual Partners
Armadillo’s scope of services shall include only those services which are expressly listed in the offer or order confirmation.
Your personal details must be truthful. If your data changes during the term/processing of the contract, you are obliged to inform us of these changes immediately. If you fail to do so or provide us with false data, we shall be entitled to withdraw from the concluded contract free of charge. We are allowed to charge you for any costs incurred due to misdirection of the goods due to incomplete or incorrect address information.
As our contractual partner, you are responsible for ensuring that the e-mail account or telephone number you specify is reachable.
Delivery conditions / passing of risk / quality risk / quality guarantee / self-delivery / force majeure
When ordering via our online shop, the delivery times for each selected product are specified in detail. The reference on the product page to an expected delivery time through a number of working days or weeks always refers to a delivery within Germany. If goods are delivered to a location outside Germany, these may vary.
For orders by other ways of communication, the delivery times listed at this time for the corresponding product in our online shop for deliveries within Germany apply. The times are calculated with the selected payment method “prepayment” from credit note of the invoice amount. Otherwise the delivery times are calculated in each case after the receipt of your order with us.
The delivery will be carried out from our warehouse to the delivery address indicated by you, as far as no written confirmed deviation has been agreed upon. The ordered goods will be shipped at your expense. The choice of the dispatch route and means is left to us. If the value of the goods exceeds 500 €, we insure the goods at our expense against transport damage. In the case of legal transactions between you as the consumer and us, however, the risk of performance (e.g. in the event of damage, destruction, loss during transport) shall not pass to you until the goods have been handed over to you or – if you are in default with the acceptance of the goods – until the beginning of the default in acceptance, even without transport insurance. In the case of legal transactions with companies, the risk of performance already passes to you as the purchaser when the goods are handed over to the person (carrier) designated for dispatch. Delays within the scope of delivery to you are the sole responsibility of the carrier or you.
Partial deliveries are permissible and are considered as independent deliveries, provided that the partial delivery can be used by the customer within the scope of the contractual purpose and the delivery of the remaining ordered goods is ensured, unless a partial delivery is not reasonable for you as the customer. You will not be invoiced for any additional costs incurred by the partial delivery.
If, for reasons for which we are not responsible, we do not receive deliveries from our upstream supplier despite proper coverage, do not receive them correctly or do not receive them on time, or if events of force majeure occur, i.e. impediments to performance through no fault of our own with a duration of more than 14 calendar days, we shall use our best efforts to inform you as the customer without culpable delay in the event of a delay in delivery due to the occurrence of the delay in delivery or force majeure. In this case, we shall be entitled to postpone the provision of services for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part because of the part not yet fulfilled, provided that we have fulfilled our obligation to provide information, have not assumed any procurement or manufacturer risk and the hindrance to performance is not only of a temporary nature. As the customer, you are then not obliged to provide any counter-performance. Force majeure includes strikes, lockouts, official interventions, shortages of energy and raw materials, transport bottlenecks through no fault of our own, operational hindrances through no fault of our own, e.g. fire, water and machine damage, as well as all other hindrances which, from an objective point of view, were not caused by us through no fault of our own.
If an agreed delivery period is exceeded by more than four weeks due to the aforementioned circumstances or if, in the case of a non-binding delivery period, it is objectively unreasonable for you as the customer to adhere to the contract, you shall be entitled to withdraw from the contract on account of the part of the contract not yet fulfilled. Further rights of you, in particular the assertion of claims for damages, are excluded.
Prices / Shipping costs / Terms of payment
The prices listed on our website at the time of ordering apply. All prices are to be understood as end customer prices including the legal value added tax in Euro at the time of the conclusion of the contract.
The listed price is due for payment upon conclusion of the contract. Payment of the goods shall be made by means of a method of payment to be selected on our website (also within the framework of the ordering process) in accordance with the conditions specified in each case.
The shipping costs are shown on the website in the context of the order process in detail.
If you as the customer are in default with your payment obligation, we shall be entitled to charge interest on arrears and a lump sum for damages caused by default in accordance with the statutory provisions. Notwithstanding this, we reserve the right to assert further claims for damages, in particular higher interest, additional costs and reminder fees of € 2.00 per reminder vis-à-vis consumers. Bank charges incurred by us due to incorrect account data or unauthorised remittance may be passed on to you as our customer, unless you are not responsible for the incorrect information. You are entitled to prove that we have suffered no or a lower loss.
Reservation of ownership
The goods remain our property until the purchase price has been paid in full. As a customer you are obliged to treat the delivered goods with care.
In the event of conduct contrary to the terms of the contract by you as the customer, in particular non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods (hereinafter also referred to as “reserved goods”) on the basis of retention of title and withdrawal. If you do not pay the purchase price, we may only assert these rights if we have unsuccessfully set you a reasonable deadline for payment beforehand or if such a deadline is superfluous according to the statutory provisions.
If you have placed the order as a company, the following applies in addition:
a. We retain title to the goods until all claims arising from the current business relationship have been settled in full. Before transfer of ownership of the reserved goods, pledging or transfer of ownership by way of security is not permitted.
b. You may resell the goods in the ordinary course of business. In this case, you hereby assign to us all claims in the amount of the invoice amount accruing to you from the resale. We accept the assignment. You are further authorised to collect the claim. If you do not meet your payment obligations properly, we reserve the right, however, to collect the claim ourselves.
c. We undertake to release the securities to which we are entitled at your request to the extent that the realisable value of our securities exceeds the claim to be secured by more than 10 %. The choice of the securities to be released shall be incumbent upon us.
Rights of set-off and retention
You only have the right to offset if your counterclaims have been legally established, undisputed or recognised by us. You are also entitled to set off against our claims if you make a complaint about defects or assert counterclaims from the same purchase contract.
You as the customer are entitled to exercise a right of retention to the extent that the counterclaim on which you base your right of retention is undisputed, legally established or ready for decision and is based on the same contractual relationship.
Correction of deficiencies
We shall remedy the defect in accordance with the following provisions:
In the case of purchase contracts with consumers, we perform our obligations to remedy defects on the basis of the statutory provisions.
If you have placed the order as a merchant within the meaning of the German Commercial Code, you are obliged to examine the delivered goods immediately upon receipt with reasonable care under the circumstances and to notify us immediately of any material defects found, at least in text form. Defects which cannot be ascertained at first must also be notified to us immediately after their discovery, in compliance with the requirements for notification according to sentence 1. If you do not comply with these obligations, the delivered goods shall be deemed approved with regard to this material defect with the result that the assertion of claims for defects shall be excluded. This shall not apply in the event of fraudulent intent.
Within the framework of subsequent performance to be provided, we shall have the choice vis-à-vis companies whether subsequent performance is to be affected by subsequent improvement or replacement delivery. If the subsequent performance fails, you may withdraw from the contract or reduce the agreed remuneration if the statutory requirements are met and, if necessary, claim damages.
Armadillo shall be liable in accordance with the statutory provisions for damage to life, limb and health which is based on a negligent or intentional breach of duty by Armadillo or its vicarious agents, as well as for damage which is covered by liability under the Product Liability Act, as well as for damage which is based on intentional or grossly negligent breaches of contract and fraudulent intent on the part of Armadillo, its legal representatives or vicarious agents.
Insofar as Armadillo has expressly assumed a guarantee of condition and/or durability with regard to goods or parts thereof in individual cases, it shall also be liable within the framework of such a guarantee.
However, Armadillo shall only be liable for damage which is based on the absence of the guaranteed quality or durability but which does not occur directly on the goods if the risk of such damage was clearly covered by the quality and durability guarantee.
Armadillo shall be liable for damages caused by simple negligence only to the extent that such negligence relates to the breach of such contractual obligation, the observance of which is of particular importance for achieving the purpose of the contract (so-called cardinal obligation). The same applies if the client is entitled to claims for damages instead of performance. However, Armadillo shall only be liable if the damages are typically associated with the contract and foreseeable.
Armadillo shall not be liable for loss or damage due to force majeure or other circumstances for which Armadillo is not responsible.
For consumers as customers, the limitation period for claims to remedy defects and for any claims for damages is two years from delivery of the goods. If the customer is a company within the meaning of § 14 BGB, the limitation period shall be one year from delivery. The limitation period for recourse claims in the event of supplier recourse according to §§ 445a, 445b BGB remains unaffected.
For other claims of the customer arising from the contract as well as from a contractual obligation (§ 311 para. 2 BGB), a limitation period of one year shall apply from the start of the statutory limitation period. The claims shall become statute-barred at the latest upon expiry of the statutory maximum periods (§ 199 paras. 3 and 4 BGB).
In case of intent, gross negligence and written guarantee, the statutory limitation periods shall apply.
The business relationship between the parties shall be governed exclusively by German law. The place of jurisdiction for all disputes arising from the contractual relationship between the client and Armadillo, insofar as the client is a merchant, a legal entity under public law or a special fund under public law, shall be the registered office of the branch of Armadillo (Remscheid).
Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
Remscheid, September 2019