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. Statute of limitations
11. Retention, assignment
12. Special conditions for the processing of goods according to specific customer specifications
13. Governing Law, Jurisdiction

1) Scope

1.1 These general terms and conditions (hereinafter “GTC”) of Dilutala Mbenza, trading under “Sadi” (hereinafter “Seller”), apply to all contracts for the delivery of goods that an entrepreneur (hereinafter “Customer”) concludes with the Seller with regard to the goods presented by the seller in his online shop. The inclusion of the customer’s own conditions is hereby contradicted, unless something else has been agreed.

1.2 These General Terms and Conditions also apply exclusively if the Seller carries out the delivery to the customer without any special reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

1.3 Entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activity.

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 enable the customer to submit a binding offer.

2.2 The customer can submit the offer via the online order form integrated in the seller’s online shop. After placing the selected goods and/or services in the virtual shopping cart and going through the electronic ordering process, the customer submits a legally binding contract offer with regard to the goods and/or services contained in the shopping cart by clicking the button that concludes the ordering process . Furthermore, the customer can also submit the offer to the seller by e-mail or telephone.

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 receipt of the order confirmation by the customer is decisive, or
• by delivering the ordered goods to the customer, whereby receipt of the goods by the customer is decisive, or
• by asking the customer to pay after placing his order, or
• if payment by direct debit is offered and the customer opts for this payment method by collecting the total price from the customer’s bank account, whereby the point in time at which the customer’s account is debited is decisive.

If there are several of the above alternatives, the contract is concluded at the point in time at which one of the above alternatives occurs first. The period for accepting the offer begins on the day after the customer has sent 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 is deemed to be a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.

2.4 If you select a payment method offered by PayPal, the payment will be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the customer does not have a PayPal account – subject to the conditions for payments without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

If the customer pays using a payment method offered by PayPal that can be selected in the online ordering process, the seller already declares acceptance of the customer’s offer at the time the customer clicks on the button that completes the ordering process.

2.5 When submitting an offer via the seller’s online order form, the text of the contract is saved by the seller after the conclusion of the contract and sent to the customer in text form (e.g. e-mail, fax or letter) after the order has been sent. The seller does not make the contract text accessible beyond this.

2.6 Before submitting a binding 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, with the help of which the display on the screen is enlarged. The customer can correct his entries as part of the electronic ordering process using the usual keyboard and mouse functions until he clicks the button that completes the ordering process.

2.7 Only German and English are available for the conclusion of the contract.

2.8 Order processing and contact are usually made via email 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 by third parties commissioned to process the order can be delivered.

2.9 If the parties have agreed special conditions, these do not apply to current and future contractual relationships with the customer.

2.10 In the event of the customer’s economic inability to fulfill his obligations towards the seller, the seller can terminate existing exchange contracts with the customer without notice by withdrawing. This also applies if the customer files for insolvency. § 321 BGB and § 112 InsO remain unaffected. The customer shall inform the seller in writing of an impending insolvency in good time.

3) Prices and terms of payment

3.1 Unless otherwise stated in the seller’s product description, the prices quoted are net prices plus statutory sales tax. Packaging and shipping costs, loading, insurance (particularly transport insurance), customs duties and levies may be charged separately.

3.2 For deliveries to countries outside the European Union, additional costs may arise 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 money transfers by banks (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs can also be incurred in relation to the transfer of money if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.3 Various payment options are available to the customer, which are specified in the seller’s online shop.

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

3.5 A payment is deemed to have been received once the equivalent value has been credited to one of the Seller’s accounts. In the event of default in payment, the seller is entitled to interest on arrears at a rate of 10 percentage points above the respective base interest rate. The other legal rights of the seller in the event of a default in payment by the customer remain unaffected. If claims are overdue, incoming payments will first be offset against any costs and interest, then against the oldest claim.

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

3.7 The seller reserves the right to set a minimum order value for deliveries outside of Germany. The minimum order value will be communicated to the customer separately in the seller’s online shop.

4) Delivery and shipping conditions

4.1 The delivery of goods takes place by dispatch to the delivery address specified by the customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the seller’s order processing is decisive.

4.2 The seller is entitled to make partial deliveries if 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 delivery to himself. This only applies in the event that the seller is not responsible for the non-delivery and has concluded a specific hedging transaction with the supplier with due diligence. The seller will use all reasonable efforts to procure the goods. In the case of unavailability 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 passes to the customer as soon as the seller has delivered the item to the freight forwarder, the carrier or the person or institution otherwise responsible for carrying out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided upon special request and at the expense of the customer.

4.5 In the event that the shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk takes place when the customer is notified that the goods are ready for shipment. Any storage costs incurred after the transfer of risk must be borne by the customer.

4.6 In the case of self-collection, the seller first informs the customer by email that the goods he has ordered are ready for collection. After receiving this e-mail, the customer can collect the goods after consultation with the seller. In this case, no shipping costs will be charged.

5) Force Majeure

In the event of force majeure events affecting the fulfillment of the contract, the seller is entitled to postpone delivery for the duration of the hindrance and to withdraw in whole or in part in the event of longer-term delays, without any claims against the seller being able to be derived from this. All events unforeseeable for the seller or those which – even if they were foreseeable – are beyond the seller’s sphere of influence and whose effects on the fulfillment of the contract cannot be prevented by the seller’s reasonable efforts are deemed to be force majeure. Any legal claims of the customer remain unaffected.

6) Delay in performance at the request of the customer

If, at the customer’s request, the shipment or delivery of the goods is delayed by more than one month after notification of readiness for shipment, the customer can be charged storage fees of 0.5% of the purchase price for each additional month started, but no more than a total of 5% of the purchase price . The contracting parties are free to prove higher or lower damage.

7) Retention of title

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

7.2 In the case of processing of the delivered goods, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing takes place together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If the seller’s goods are combined or mixed with one of the customer’s items, this is to be regarded as the main item, co-ownership of the item in the ratio of the invoice value of the seller’s goods to the invoice value or, failing such, to the market value of the main item – to the seller about. In these cases, the customer is deemed to be the custodian.

7.3 Items subject to retention of title or rights may not be pledged or assigned as security by the customer. The customer is only permitted to resell as a reseller in the ordinary course of business under the condition that the customer’s claims against his customers in connection with the resale have been effectively assigned to the seller and the customer transfers ownership to his customer subject to payment. By concluding the contract, the customer assigns his claims against his customers in connection with such sales to the seller as security, who accepts this assignment at the same time.

7.4 The customer must immediately notify us of access to the goods owned or co-owned by the seller or to the assigned claims. He has to transfer amounts assigned to the seller or collected by him immediately to the seller, insofar as his claim is due.

7.5 If the value of the seller’s security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding share of the security rights at the customer’s request.

8) Liability for Defects / Warranty

If the purchased item is defective, the statutory liability for defects applies. Notwithstanding this, the following applies:

8.1 Claims for defects do not arise in the event of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment or due to special external influences that are not provided for in the contract. If the customer or third parties make improper changes or repair work, there are also no claims for defects for these and the resulting consequences, unless the customer can prove that the fault complained of was not caused by these changes or repair work.

8.2 For new goods, the limitation period for claims for defects is one year from delivery of the goods. In the case of used goods, the rights and claims due to defects are excluded.

8.3 The limitations of liability and reductions in the limitation period set out above do not apply

• for items that have been used for a building in accordance with their usual purpose and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, as well as
• for the right of recourse according to § 445a BGB.

8.4 In the event of subsequent performance, the seller has the right to choose between repair or replacement delivery.

8.5 If a replacement delivery is made as part of the liability for defects, the limitation period does not begin again.

8.6 If the supplementary performance has taken place by way of a replacement delivery, the customer is obliged to return the goods delivered first 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 allows the seller to identify the returned goods. As long as and to the extent that the assignment of the return is not possible for reasons for which the customer is responsible, the seller is not obliged to accept the returned goods and to repay the purchase price. The customer bears the costs of a renewed dispatch.

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

8.8 If the customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), he is subject to the commercial obligation to examine and give notice of defects in accordance with Section 377 of the German Commercial Code. If the customer fails to comply with the notification obligations regulated there, the goods are deemed to have been approved.

9) Liability

The seller is 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 is fully liable for any legal reason

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, limb or health,
• on the basis of a guarantee promise, unless otherwise agreed in this regard,
• due to mandatory liability such as under the Product Liability Act.

9.2 If the seller negligently violates an essential contractual obligation, liability is limited to the foreseeable damage typical of the contract, unless liability is unlimited 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 fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer can regularly rely.

9.3 Otherwise, liability on the part of the seller is excluded.

9.4 The above liability regulations also apply with regard to the liability of the seller for his vicarious agents and legal representatives.

10) Statute of limitations

Claims by the customer against the seller lapse – with the exception of the claims regulated under the point “Liability for defects / Warranty” – one year after knowledge of the facts giving rise to the claim, but no later than five years after the performance of the service, unless liability is unlimited in accordance with the above paragraph .

11) retention, assignment

11.1 The customer’s rights of retention and refusal of performance are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

11.2 An assignment of claims from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects by the customer, is excluded.

12) Special conditions for the processing of goods according to specific customer specifications

12.1 The customer shall indemnify the seller against third-party claims that they may assert against the seller in connection with a violation of their rights through the contractual use of the customer’s content by the seller. The customer also assumes the necessary costs of legal defense, including all court and attorney’s fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller with all information that is necessary for the examination of the claims and a defense without delay, truthfully and completely.

12.2 The seller reserves the right to refuse processing orders if the content provided by the customer for this purpose violates legal or official prohibitions or offends common decency. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, insulting, youth-endangering and/or violence-glorifying content.

13) Governing Law, Place of Jurisdiction

13.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods.

13.2 If the customer acts as a merchant, a legal entity under public law or a 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 place of business of the seller. If the customer has his registered office outside the territory of the Federal Republic of Germany, the seller’s place of business is the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the seller is always entitled to appeal to the court at the customer’s registered office.