General Terms and Conditions- for business customers

General Terms and
Conditions

– for business customers –

Elektrowärme Belzig GmbH (hereinafter referred to as the “Seller”) offers
letterbox systems and special systems, among other things, for ordering via the website www.Iceberg-box.com. The following General Terms and
Conditions (“GTC”) apply to the contracts concluded via the aforementioned website.
§ 1 Scope of application, basis of contract.

1. These General Terms and Conditions (GTC) apply to all
  business relationships between us, the

Elektrowärme Belzig GmbH.
Business park Seedoche 7.
14806 Bad Belzig
Tel.:
+49 33841 97-229
+493384197-205
+493384197-224
+493384197-226
email: info@ewb-online.de
represented by the directors Stéphane Decayeux and Antoine
Decayeux.
and our business customers (“Buyer”). The GTC apply only if the
Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public
law. Entrepreneur according to § 14 Abs.1 BGB is any natural or legal person or a partnership with
legal capacity, which acts in the conclusion of a legal transaction in exercise of their independent
professional or commercial activity..

1. The GTC apply -in their respective version- in particular to
  contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether we
  manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). These GTC
  shall also apply to all future transactions with the same Buyer, without the Seller referring to them in
  each individual case, as well as if the Seller carries out the delivery of the Goods with knowledge of
  deviating or conflicting terms and conditions. Orders for individual and custom-made products
  cannot be cancelled or taken back and are excluded from exchange

1. Our GTC apply exclusively. Deviating or conflicting terms
  and conditions of the Buyer shall only apply if and to the extent that the Seller has expressly agreed
  to their validity in writing. The unconditional acceptance of the contract offer by the seller in the
  knowledge of the general terms and conditions of the buyer, does not constitute such consent. Also
  in this case, only the terms and conditions of the seller.

1. All agreements made between the Buyer and the Seller
  in connection with the purchase contract shall result in particular from these General Terms and
  Conditions and the Seller’s written order confirmation. In this context, individual agreements with
  the Buyer (including supplements and amendments) shall take precedence over these General
  Terms and Conditions. For the proof of the content of the individual agreements, a contract or a
  confirmation of the seller in each case in writing is a prerequisite.
2. The illustrations, drawings and product descriptions
  contained in brochures, catalogs, advertisements, Internet homepages and other offer documents of
  the seller are only to be understood as non-binding information and are not part of the agreed
  quality, unless the information contained therein has been expressly designated as binding by the
  seller in an offer or order confirmation. The same shall apply to public statements by the
  manufacturer or other third parties (e.g. advertising statements) to which the Buyer has not referred
  to us as being decisive for the purchase. Guarantees, in particular quality guarantees, are only
  binding for the seller to the extent that they are included in a binding offer or order confirmation
  from the seller, are expressly designated as a “guarantee” or “quality guarantee” and expressly
  specify the obligations resulting therefrom for the seller.

1. Unless directly amended or expressly excluded in these
  GTC, the statutory provisions shall apply.

§ 2 Registration, Conclusion of Contract, Prohibition of
Assignment.

1. Our offers on the website www.Iceberg-box.com are subject to change and represent a
  non-binding invitation to the buyer to purchase products. This also applies if we have provided the
  buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations,
  references to DIN standards), other product descriptions or documents – also in electronic form – to
  which we reserve ownership and copyrights.

1. For this purpose, the Buyer can select from the range of
  products offered on the Seller’s website and place the respective product in the shopping cart by
  selecting it accordingly. After the buyer has placed the desired products in the shopping cart and
  selected, he can log in for further execution of the order of the products with his user account by
  providing the e-mail address or customer number and his password or continue the ordering process
  as a “guest” without his own user account and complete the order.
2. In the course of registering as a new customer and
  creating the user account belonging to this, the personal and company-related data, i.e.
  name/company name, the billing address, the delivery address and the VAT identification number
  must be entered in full in the fields provided. At the same time, the customer thereby declares that
  he fulfills the further requirements as a commercial customer. Additional proof of trade or proof of
  entrepreneurial status is not required. The Seller will issue the respective invoice with the VAT
  identification number provided by the Buyer. If the information is not correct, the invoice will be
  issued as a consumer. The buyer bears the burden of proof for this.

1. Before the registration process is completed, the buyer
  has the opportunity to view the “Privacy Policy” and the “Terms and Conditions” via the respective
  link. By activating the corresponding checkbox, the buyer declares that he has read and accepts the
  privacy policy and the GTC. The Buyer can view further information via the “Privacy Policy” link
  published on the homepage. The seller processes the customer data exclusively for the execution of
  inquiries or orders and for the maintenance of the ongoing business relationship in accordance with
  the stated Data Protection Policy. After
  successful registration and login with the user account, the buyer can complete the ordering
  process. For this purpose, he reaches the selection of his personal data via the button “Proceed to
  checkout” and can select one of the offered payment methods (exclusively by bank transfer or by
  credit card). Before sending the order, the buyer can view and change his data and his order at any
  time in the order overview. The buyer can view and save these terms and conditions via the link
  “Terms and Conditions” provided under the order overview. By activating the corresponding
  checkbox, he declares that he accepts the validity of these GTC. Via the button “Order subject to
  payment” the buyer makes a binding offer to purchase the products that are in the shopping
  cart.

1. The order of the goods by the buyer is considered a
  binding contract offer. After receipt of the order by the seller, the buyer immediately receives an
  automatic, printable confirmation of receipt by e-mail. In the automatic e-mail, the order is listed
  again. It is not an acceptance of the offer of the customer. The Seller may accept the Buyer’s offer
  within fifteen (15) business days after receipt. The acceptance can be declared either by sending an order confirmation in text form (including fax and e-mail) or by sending the goods. In the order
  confirmation, the Seller reserves the right to start manufacturing the ordered goods only after
  receipt of payment by the Buyer. The order confirmation is also the GTC again
  attached.

1. The seller will not additionally store the text of the
  contract in a form that can be viewed by the buyer.

1. The Buyer may assign the claims to which he is entitled
  under the contract in whole or in part only with the prior written consent of the Seller and only to
  the extent that the interests of the Seller are not unreasonably impaired by the assignment. The
  seller is allowed to assign the rights and obligations incumbent on him, in particular to affiliated
  companies.

§ 3 Delivery period and delay in delivery; force
majeure.

1. The delivery period shall be agreed individually for each
  individual order or specified by the seller upon acceptance of the order. If this is not the case, the
  delivery period is a maximum of eight (8) weeks from the conclusion of the contract.

1. If the Seller is unable to meet binding delivery deadlines
  for reasons for which it is not responsible (non-availability of the performance), the Seller shall
  inform the Buyer of this without delay and at the same time notify the Buyer of the expected new
  delivery deadline. If the service is also not available within the new delivery period, the Seller shall
  be entitled to withdraw from the contract in whole or in part; the Seller shall immediately refund
  any consideration already paid by the Buyer. As a case of non-availability of the performance in this
  sense is considered in particular the not timely self-delivery by a supplier, if the seller has concluded
  a congruent hedging transaction, neither the seller nor his supplier is at fault (eg force majeure) or
  the seller in the individual case is not obliged to procure.

1. The occurrence of the delay in delivery requires in any
  case a prior written reminder by the buyer. The rights of the buyer according to § 8 of these GTC and
  the statutory rights of the seller, in particular in the event of an exclusion of the obligation to
  perform (e.g. due to impossibility or unreasonableness of performance and / or subsequent
  performance), remain unaffected.

1. If the Seller is prevented from fulfilling its obligations by
  the occurrence of unforeseeable extraordinary circumstances which it could not avert (force
  majeure), such as mobilization, war, civil war, terrorism, riots, civil commotion, embargoes, natural
  disasters, epidemics, fire, legislative activities, court decisions or official measures, or other
  unforeseeable circumstances for which the Seller is not responsible, such as labor disputes, strikes or
  lawful lockouts, operational or transport disruptions.e.g. labor disputes, strikes or lawful lockouts,
  operational or transport disruptions, the delivery period shall be extended to a reasonable extent.
  This shall also apply in the event of delayed or insufficient receipt of input material as well as in the
  event of delayed delivery on the part of our upstream suppliers or finishing plants. If the hindrance
  lasts twelve (12) weeks or longer, both parties are entitled to withdraw from the affected purchase
  contract by written declaration.

§ 4 Delivery, Default in Acceptance

1. Delivery shall be ex works, which is also the place of
  performance for the delivery and any subsequent performance.

1. At the request and expense of the buyer, the goods will
  be shipped to another destination (mail order purchase). Unless otherwise agreed, the seller is
  entitled to determine the type of shipment (in particular carrier, shipping route, packaging)
  itself.

1. The start of the delivery period specified by the seller
  requires the timely and proper fulfillment of the obligations of the buyer.

1. The buyer is in default of acceptance if he does not
  accept the goods at the end of the delivery period or on the delivery date.

1. If the Buyer is in default of acceptance, fails to cooperate
  or delays delivery for other reasons for which the Buyer is responsible, the Seller shall be entitled to
  claim compensation for the resulting damage including additional expenses (e.g. storage costs).
  Further claims remain reserved.
2. If not already occurred before, the risk of loss, damage or
  destruction of the goods passes to the buyer at the latest at the time of default of acceptance or
  other breach of obligations to cooperate.

Partial deliveries are permissible insofar as these are
reasonable for the buyer, in particular if the delivery of the remaining ordered goods is ensured and
the buyer does not incur any significant additional expenses or costs as a result. Each partial delivery
may be invoiced separately.

§ 5 Prices and terms of payment; set-off,
retention.

1. Unless otherwise agreed in individual cases, our current
  prices stated in the online store at the time of conclusion of the contract shall apply. These final
  prices include value added tax. Shipping and delivery costs are to be added. If the buyer is from
  another EU country and therefore the order is to be made in consideration of the applicable VAT
  regulations as an intra-Community, tax-free delivery, the buyer must indicate this directly to the
  seller in writing (including by fax and e-mail).

1. In the case of sale by delivery to a place other than the
  place of performance (§ 4 para. 2), the buyer shall bear the transport costs ex works and the costs of
  any transport insurance requested by the buyer. The shipping costs are not included in the sales
  price, depend on the product category and are indicated on www.decayeux.de. Any customs duties, fees, taxes and
  other public charges shall in any case be borne by the buyer.
2. In the case of regularly recurring orders from the same
  Buyer for an identical product (generic item), the Seller shall be entitled to adjust prices to the
  change in the cost structure (e.g. labor and material costs, energy costs, taxes/duties/fees).
  Regularly recurring orders are those of at least three pieces within a calendar year for an identical
  product. The Seller shall notify the Buyer of the price increase in text form within one month of
  becoming aware of the increased cost structure. The purchaser may terminate the contract by
  declaration in text form within three weeks of receipt of the notification of the increase (special right
  of termination). If, after the conclusion of the contract, there is a significant change in the price
  factors of materials, vendor parts, wages, social charges, energy costs, sales and traffic taxes or
  customs duties, we reserve the right to change our sales prices for the present
  transaction

1. If the ordered goods are custom-made products, the
  seller is entitled to charge the buyer for changes in the cost structure (e.g. labor and material costs,
  energy costs, taxes/duties/fees) after prior notice. The price increase is limited to the actual
  additional costs incurred.

1. Unless otherwise agreed between the seller and the
  buyer, the purchase price is due and payable within fifteen (15) days from the date of the invoice or,
  in the case of orders placed by credit card or bank transfer. A payment shall only be deemed to have
  been made when the amount has been credited to the Seller’s bank account and the Seller can
  dispose of the amount.
2. With the expiry of the aforementioned payment
  deadline, the buyer shall be in default. During the period of default, interest shall be charged on the
  purchase price at the applicable statutory default interest rate. We reserve the right to assert further
  damage caused by default. With respect to merchants, our claim to the commercial due date
  interest (§ 353 HGB) remains unaffected.
3. The buyer shall only be entitled to rights of set-off,
  retention or reduction insofar as his counterclaims have been legally established or are undisputed
  or are based on the same contractual relationship. In the event of defects in the delivery, the
  counter rights of the buyer shall remain unaffected.
4. If it becomes apparent after the conclusion of the
  contract (e.g. by filing for insolvency proceedings, cessation of payment obligations) that our claim
  to the purchase price is jeopardized by the Buyer’s lack of ability to pay, we shall be entitled in
  accordance with the statutory provisions to refuse performance and – if necessary after setting a
  deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture
  of unjustifiable items (custom-made products), we may declare our withdrawal immediately; the
  statutory provisions on the dispensability of setting a deadline shall remain unaffected. In addition,
  we are entitled in this case to make the entire remaining debt due.

1. In our online store, the following payment methods are
  available to the buyer: by credit card or bank transfer:per credit card: The buyer pays the invoice amount after selecting this
  payment method directly by credit card. To do this, he gives in the ordering process his credit card
  information such as credit card number, name of the credit card holder, expiration date of the card
  and the security number (card verification number). The buyer receives further information during the ordering process. The credit card payments are processed via www.stripe.com (Stripe, 510
  Townsend Street, San Francisco, CA, 94103, USA, Attention: Stripe Legal).
  When you choose this payment method, Stripe receives your transaction information directly from
  you to process the payment. The information Stripe collects includes information about the payment
  method, such as the credit or debit card number, the purchase amount, the purchase date, and the
  payment method. When you complete a transaction, Stripe may also receive your name, email
  address, billing or shipping address, and in some cases your transaction history to authenticate
  you.Note for residents of the European Economic Area (EEA),
  the United Kingdom, and Switzerland..
  The controller of the collection and processing of personal data of
  residents of the EEA, the United Kingdom and Switzerland is Stripe Payments Europe, Ltd, a company
  incorporated in Ireland with its registered office at 1 Grand Canal Street Lower, Grand Canal Dock,
  Dublin. To exercise your rights, you may contact the Data Protection Officer at dpo@stripe.com.
  If you are a resident of the EEA and believe that we are processing your data under the General Data
  Protection Regulation (GDPR), you may direct your questions or complaints to the Office of the Data
  Protection Commissioner. If you are a resident of the UK and since the UK is no longer a member of
  the EU, you may direct your questions or complaints to the UK Information Commissioner’s
  Office..
  For more information, see Stripe’s privacy policy: https://stripe.com/de/privacy..by bank transfer: When paying by bank transfer,
  the buyer will be informed of the seller’s bank details in his order summary. As soon as the amount
  due is received by the seller, the seller will start manufacturing the goods and then send them to the
  buyer. The separate invoice will be enclosed with each package. If the seller has not received
  payment within 30 days, the buyer’s order will be automatically canceled and deleted..
  In respect of the use of personal data by Decayeux itself and/or by
  third parties in the context of payment processing, we refer to our Privacy Policy and in particular to the sections
  B (5) sentence 1 in conjunction with. A (7).
  The purchaser shall only be entitled to rights of set-off, retention or
  reduction insofar as his counterclaims have been legally established or are undisputed or are based
  on the same contractual relationship. In case of defects in the delivery, the counter rights of the
  buyer remain unaffected..If it becomes apparent after the conclusion of the contract (e.g. due
  to an application for the opening of insolvency proceedings, cessation of the payment obligation)
  that our claim to the purchase price is jeopardized due to the buyer’s lack of ability to pay, we shall
  be entitled to refuse performance in accordance with the statutory provisions and – if necessary
  after setting a deadline – to withdraw from the contract (§ 321 BGB). In the case of contracts for the
  manufacture of unjustifiable items (custom-made products), we may declare our withdrawal
  immediately; the statutory provisions on the dispensability of setting a deadline shall remain
  unaffected. In addition, we are entitled in this case to make the entire remaining debt
  due.

§ 6 Retention of title

1. Until full payment of all claims arising from the purchase
  contract and the current business relationship (secured claims), the seller retains ownership of the
  sold goods.

1. The goods subject to retention of title may neither be
  pledged to third parties nor assigned as security before full payment of the secured claims. The
  Buyer shall immediately notify the Seller in writing if an application for the opening of insolvency
  proceedings has been filed or to the extent that third parties (e.g. seizures) have access to the goods
  belonging to the Seller. The Buyer is also obliged to point out the ownership of the Seller in case of
  seizures and other impairments of the owner’s interests (e.g. impending opening of insolvency
  proceedings against the Buyer).

In case of breach of contract by the Buyer, in particular in
case of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the
contract if the Buyer has previously been unsuccessfully set a reasonable deadline for performance
or if such a deadline is dispensable according to the statutory provisions. The transport costs
incurred for taking back the goods shall be borne by the Buyer. After repossession and prior warning,
the Seller shall be entitled to appropriate utilization of the reserved goods. The realization proceeds
shall be credited against the liabilities of the Buyer, less reasonable realization costs.

1. Until revoked in accordance with (c) below, the Buyer is
  authorized to resell and/or process the goods subject to retention of title in the ordinary course of
  business. In this case, the following provisions shall apply in addition.
  1. 1. The retention of title extends to the products created by
      processing, mixing or combining our goods at their full value, whereby we are deemed to be the
      manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their
      right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the
      resulting product as to the goods delivered under reservation of title.
    2. The claims against third parties arising from the resale of
      the goods or the product shall be assigned by the buyer to the seller already now in total or in the
      amount of our possible co-ownership share according to the above paragraph as security. The Seller
      accepts the assignment. The obligations of the buyer mentioned in para. 2 shall also apply in view of
      the assigned claims.
    3. The buyer remains authorized to collect the claim in
      addition to the seller. The seller undertakes not to collect the claim as long as the buyer meets his
      payment obligations, there is no deficiency in his ability to pay and the seller does not assert the
      retention of title by exercising a right pursuant to paragraph 3. If this is the case, however, the Seller
      may demand that the Buyer informs him of the assigned claims and their debtors, provides all
      information necessary for collection, hands over the relevant documents and informs the debtors
      (third parties) of the assignment. In addition, the seller is entitled in this case to revoke the authority
      of the buyer to further sale and processing of the goods subject to retention of title.
2. If the realizable value of the securities exceeds the
  Seller’s claims by more than 10%, the Seller shall release securities of its own choice at the Buyer’s
  request.

§ 7 Claims for defects of the buyer.

1. The buyer’s claims for defects presuppose that he has
  fulfilled his statutory obligations to examine the goods and give notice of defects (§§ 377, 381 HGB).
  The buyer must therefore inspect the goods immediately for obvious, recognizable defects. In the
  case of building materials and other goods intended for installation or other further processing, an
  inspection must in any case be carried out immediately before processing. If a defect becomes
  apparent upon delivery, inspection or at any later time, the Seller shall be notified thereof in writing
  without delay. In any case, obvious defects shall be notified in writing within seven working days
  from delivery and hidden defects within the same period from discovery. If the Buyer fails to duly
  inspect the goods and/or notify the Seller of defects, the Seller’s liability for the defect not notified
  or not notified in due time or not notified in due form shall be excluded in accordance with the
  statutory provisions. Customary or minor technical deviations in quality, shape, color, size, weight,
  etc., do not entitle to complaints, as well as minor changes due to model and production changes, if
  the deviations and changes are reasonable for the buyer in the individual case (insignificant
  deviations from the condition). The costs of the examination of the goods shall be borne by the
  Buyer. Defective goods shall be made available to the seller for inspection upon
  request.

1. If the delivered item is defective, the seller may initially
  choose whether to provide subsequent performance by remedying the defect (rectification) or by
  delivering an item free of defects (replacement). The Seller shall be granted a reasonable period of time for subsequent performance. The supplementary performance shall take place without
  recognition of a legal obligation. In the case of subsequent improvement, the remaining part of the
  original limitation period shall begin to run upon return of the improved goods. The same shall apply
  in the case of replacement delivery. The right of the seller to refuse the subsequent performance
  under the statutory conditions remains unaffected.

1. The Seller shall be entitled to make the subsequent
  performance owed conditional upon the Buyer paying the purchase price due. However, Buyer shall
  be entitled to retain a reasonable portion of the purchase price in relation to the defect, not
  exceeding ten (10) percent of the order amount.

1. If the subsequent performance has failed or a reasonable
  period to be set by the buyer for the subsequent performance has expired unsuccessfully or is
  dispensable according to the statutory provisions, the buyer may withdraw from the purchase
  contract or reduce the purchase price. If the Seller has attempted to remedy the defect twice in vain,
  the remedy shall be deemed to have failed. In the case of an insignificant defect, however, there is
  no right of withdrawal.
2. Claims of the buyer for damages or reimbursement of
  futile expenses exist even in the case of defects only in accordance with § 8 and are otherwise
  excluded.

1. As an absolute color match, even when a color sample is
  provided, cannot be guaranteed due to material and process-related reasons, claims for
  compensation due to minor color deviations, in the case of anodized material within the light or dark
  limit, are excluded.

1. Claims from supplier recourse are excluded if the
  defective goods have been further processed by the buyer or another entrepreneur, e.g. by
  installation in another product.

1. Returns will be accepted only by prior agreement and
  free shipping. If the returned goods show damage for which the buyer is responsible, the seller shall
  charge a reasonable amount for depreciation or repair of the goods.

1. The buyer bears the reasonable costs of an unjustified
  assertion of defect rights. The same applies if the seller wrongly granted defect rights without being
  obliged to do so and the buyer has previously caused the seller to do so.

1. Any further claims for defects or compensation of any
  kind whatsoever are excluded, subject to any claims for damages limited in accordance with §
  8.

§ 8 Other liability

1. In the event of intent or gross negligence on the part of
  organs or executive employees, we shall be liable in accordance with the statutory regulations; the
  same shall apply in the event of culpable breach of material contractual obligations. Material
  contractual obligations are obligations the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly
  relies and may rely. Unless there is an intentional breach of contract, the liability for damages is
  limited to the foreseeable, typically occurring damage.
2. The liability for culpable injury to life, limb or health and
  the liability under the Product Liability Act remain unaffected.
3. Unless otherwise expressly provided above, any liability
  of the seller is excluded. In particular, the seller is not liable in the case of ordinary negligence of its
  organs, legal representatives, employees or other agents, unless it is a breach of essential
  contractual obligationsAccording to paragraph 1.
4. We are furthermore not liable if the goods have
  undergone changes by the buyer after delivery. This also applies if repair work is/was not carried out
  by us for reasons for which we are not responsible.

1. A contractual penalty for indirect damages, such as
  construction site delays or causes of fire, is excluded.

1. Because of a breach of duty that does not consist of a
  defect, the buyer can only withdraw or terminate if the seller is responsible for the breach of duty. A
  free right of termination of the purchaser (in particular according to §§ 650, 648 BGB) is excluded.
  Otherwise, the statutory requirements and legal consequences.

§ 9 Limitation
Departing from § 438 para. 1 No. 3 BGB, the general limitation period
for claims arising from material defects and defects of title shall be one year from delivery of the
goods. However, this limitation of the period shall not apply to claims for damages by the Buyer
arising from injury to life, limb or health or under the Product Liability Act or from intentional or
grossly negligent breaches of duty by the Seller or its vicarious agents (§ 8). In these cases, the
statutory limitation period shall apply. The limitation shall also not apply insofar as the Seller has
expressly assumed a guarantee for the quality of the goods in an individual case and has agreed this
with the Buyer. In this case, the limitation period is based on the respective warranty
agreement..
§ 10 Choice of law and place of jurisdiction,
miscellaneous.

1. Legally relevant declarations and notifications of the
  buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or
  reduction), must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal
  requirements and further evidence, in particular in case of doubt about the legitimacy of the
  declarant remain unaffected.
2. The law of the Federal Republic of Germany shall apply
  exclusively to these GTC and all legal relationships between the Seller and the Buyer, excluding
  international uniform law, in particular the UN Convention on Contracts for the International Sale of
  Goods.

Place of performance shall be Bad Belzig, unless
otherwise agreed.
Exclusive place of jurisdiction for all disputes arising from
or in connection with the respective contractual relationship is Bad Belzig. However, the seller is also
entitled in all cases to sue the buyer at his place of business. Prior statutory provisions, in particular
on exclusive jurisdiction, remain unaffected.

As of January 2021