General Terms and Conditions of RoofTech GmbH

§ 1 Validity

(1) These General Terms and Conditions (“GTC”) contain the terms and conditions applicable between you and us, RoofTech GmbH, Benzstraße 21, 71101 Schönaich, Germany (hereinafter “RoofTech” or “we”), for all contracts for deliveries and services.
These terms and conditions apply to both parties.

• Consumers within the meaning of Section 13 of the German Civil Code (BGB),
• Entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB),
• legal entities under public law as well as
• Special public funds,

unless the individual provisions contain different regulations exclusively for entrepreneurs or exclusively for consumers.

(2) These General Terms and Conditions apply to all purchase, delivery and other contracts for goods and services of RoofTech GmbH concluded between you and us.

(3) The customer's general terms and conditions do not apply unless we have expressly agreed to their validity in writing. This also applies if we perform services without reservation despite being aware of conflicting or deviating terms and conditions.
This regulation applies exclusively to entrepreneurs.

(4) These General Terms and Conditions shall also apply to future business relationships with entrepreneurs in their version valid at the time of conclusion of the contract, without us having to refer to them again.

(5) Consumers will have permanent access to the version of the General Terms and Conditions valid at the time of ordering as part of the ordering process.

§ 2 offer and contract

(1) The presentation of our goods on our website, in catalogues, price lists, brochures or other advertising media does not constitute a legally binding offer, but rather a non-binding invitation to submit an offer.

(2) By placing an order, the customer makes a binding offer to conclude a purchase agreement.

(3) For orders placed via our online shop, the contract is concluded as follows:
a) The customer places the desired products in the shopping cart.
b) The customer proceeds to the order process via the "Checkout" button.
c) Before completing the order, all entries can be reviewed and changed at any time.
d) By clicking the "Order with obligation to pay" button, the customer submits a binding offer to conclude a purchase agreement.
e) Receipt of the order will be automatically confirmed by email. This confirmation of receipt does not yet constitute acceptance of the offer.
f) The contract only comes into effect through

• our express order confirmation,
• Shipping of the goods or
• a separate declaration of acceptance.

(4) For individually prepared offers outside the online shop, the contract is concluded exclusively by our written order confirmation or by execution of the delivery.

(5) With the exception of the managing directors, our employees are not authorized to make agreements that deviate from these General Terms and Conditions.

(6) Information concerning dimensions, weights, illustrations, technical data or other product descriptions does not constitute guaranteed characteristics unless expressly agreed as such.
Commercially acceptable deviations and technical improvements are reserved, provided that the contractual use is not impaired.

(7) We reserve all proprietary and copyright rights to offers, drawings, calculations, catalogues, brochures, illustrations, models and all documents.
These documents may not be reproduced or made available to third parties without our prior written consent.
If a contract is not concluded, all documents must be returned or destroyed immediately upon request.

§ 3 prices and payment

(1) The prices apply to the scope of services and delivery specified in the order confirmation or order.
For consumers, all prices are total prices in euros including statutory VAT and any applicable shipping costs, provided these are shown separately during the ordering process.
For business customers, all prices are in euros plus the applicable statutory value added tax and any packaging, shipping, customs, import and other public charges, unless expressly agreed otherwise.

(2) Our prices are calculated on the basis of the price lists, procurement costs and, where applicable, exchange rates valid at the time of the conclusion of the contract.
If an agreement is made with a business customer that delivery will take place more than four months after the conclusion of the contract, we are entitled to adjust the agreed price appropriately, provided that material, energy, transport, wage, or procurement costs have changed significantly after the conclusion of the contract. The customer retains the right to prove that the cost increase did not occur or did not occur to the extent claimed.
The statutory regulations apply to consumers. Price changes after conclusion of the contract will only occur if they are legally permissible or expressly agreed upon.

(3) Unless otherwise agreed, invoices are due for payment within 10 days of the invoice date.
For orders placed via the online shop, payment is made exclusively using the payment methods offered during the ordering process.

(4) The payment date shall be determined after receipt of the full invoice amount into our business account.

(5) If an entrepreneur defaults on a payment, we are entitled to

• Default interest at a rate of nine percentage points above the respective base interest rate (§ 288 para. 2 BGB),
• the statutory default costs flat rate pursuant to Section 288 Paragraph 5 of the German Civil Code (BGB) as well as
• further proven damages due to delay

to assert.
In the event of default, only the statutory provisions apply to consumers.

(6) The customer shall only be entitled to set-off or retention if his counterclaims have been legally established, are undisputed or are ready for adjudication.
Consumers' statutory rights of retention remain unaffected.

(7) If, after conclusion of the contract, circumstances become known to us which are likely to significantly impair the creditworthiness of an entrepreneur and which thereby appear to jeopardize our payment claims, we are entitled to execute any outstanding deliveries only against prepayment or appropriate security.

§ 4 delivery and delivery time

(1) Deliveries are generally made from our warehouse or in accordance with the delivery terms agreed in the respective contract.
At the customer's request, we will ship the goods to a different destination.
Unless otherwise agreed, we will determine the transport route, shipping method, packaging and shipping company at our own discretion.

(2) Delivery times will be agreed individually or specified in the order confirmation or the ordering process.
The indication of a delivery date is subject to the timely delivery to us by our suppliers, provided that we are not responsible for the lack of delivery.

(3) Stated delivery times refer to the expected time of receipt of the goods by the customer.

(4) Compliance with our delivery obligations is contingent upon the timely and proper fulfillment of all cooperation obligations by the customer.
For entrepreneurs, the right to raise the defense of non-performance of contract is expressly reserved.

(5) If an ordered item is permanently unavailable because we are not supplied by our supplier through no fault of our own, we are entitled to withdraw from the contract in whole or in part.
In this case, we will inform the customer immediately and promptly refund any payments already made.

(6) Partial deliveries are permitted to the extent that

• they are reasonable for the customer,
• they serve the purpose of swift contract processing and
• The customer will not incur any additional shipping costs as a result, provided that the customer is a consumer.

(7) If delivery is delayed due to force majeure or other unforeseeable events beyond our control (in particular natural disasters, pandemics, strikes, lawful lockouts, government measures, energy outages or supply bottlenecks at our suppliers), agreed delivery periods shall be extended by the duration of the impediment plus a reasonable start-up period.
We will inform the customer about this immediately.
If performance is permanently impossible or the disability lasts for more than three months, both contracting parties are entitled to withdraw from the contract.

(8) Claims for damages due to delay in delivery or impossibility of performance shall be governed by the liability provisions of Section 7 of these General Terms and Conditions.

§ 5 Place of performance, shipping, packaging, transfer of risk, acceptance

(1) The place of performance for all obligations arising from the contractual relationship is, unless otherwise agreed by law or by contract, our place of business in Schönaich.

(2) The choice of shipping method, shipping route, transport company and suitable packaging will be made at our discretion, unless the customer has made a different agreement with us.

(3) In transactions with businesses, the risk of accidental loss or accidental damage to the goods passes to the customer or a person or company designated by the customer as the recipient no later than upon delivery. This also applies if partial deliveries are made or if we have assumed additional services, in particular shipping or transport organization.

(4) In the case of consumers, the risk of accidental loss or accidental damage to the goods passes to the consumer only upon delivery of the goods to the consumer or a person authorized by the consumer to receive them. This does not apply if the consumer has commissioned the carrier himself without having previously been designated by us.

(5) If dispatch is delayed due to circumstances for which the customer is responsible, the risk passes to the supplier upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the customer. The statutory provisions apply to consumers in this respect.

(6) Storage, packaging and shipping costs are determined according to the respective agreement or according to the shipping costs shown in the order process.

(7) Transport insurance will only be taken out at the express request of the customer and at his expense.

(8) If acceptance is agreed upon or required by law, it must take place immediately after notification of completion. The customer may not refuse acceptance due to minor defects.
This regulation applies exclusively to entrepreneurs.

§ 6 Warranty

(1) Claims based on material defects and defects of title are governed by the statutory provisions, unless otherwise stipulated below. The special statutory provisions for consumer sales remain unaffected.

(2) The basis of our liability for defects is primarily the quality of the goods agreed upon between the contracting parties. Insofar as no express agreement on quality has been made, the existence of a defect is assessed in accordance with the statutory provisions.

(3) Claims for defects against entrepreneurs require that the customer has properly complied with his statutory obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
Obvious defects must be reported in writing immediately. Hidden defects must be reported in writing immediately upon discovery.
If a proper inspection or notification of defects is omitted, the delivered goods shall be deemed approved with regard to the defect in question.

(4) Consumers have full statutory warranty rights. There is no obligation to inspect or report defects.

(5) If the delivered goods are defective, we will, at our discretion, provide subsequent performance by repair or replacement, unless the consumer has a statutory right of choice.
If the subsequent performance fails, is unreasonable, or if we definitively refuse it, the customer may, in accordance with the statutory provisions, reduce the purchase price, withdraw from the contract, or claim damages.

(6) We are entitled to make subsequent performance vis-à-vis entrepreneurs conditional upon payment of the purchase price due. The entrepreneur retains the right to withhold a reasonable portion of the purchase price due to a defect.
The statutory regulations apply to consumers.

(7) The customer shall grant us the time and opportunity necessary to examine the defect and to carry out the subsequent performance.
In the event of a justified replacement delivery, the customer must return the defective goods in accordance with the statutory regulations.

(8) We shall bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, insofar as a material or legal defect actually exists.
If the request for rectification of defects proves to be unjustified, we can demand reimbursement of the resulting costs from the contractor. This only applies to consumers if they recognized, or through gross negligence failed to recognize, that no defect existed.

(9) An additional manufacturer's warranty exists only if it is expressly stated in the respective product description or in the manufacturer's warranty documents. Statutory warranty rights remain unaffected.

(10) Claims for damages due to defects are governed exclusively by Section 7 of these General Terms and Conditions, unless otherwise provided by law.

§ 7 Liability

(1) We are fully liable in accordance with the statutory provisions.

• in cases of intent and gross negligence,
• in the event of culpable injury to life, body or health,
• according to the provisions of the Product Liability Act,
• insofar as we have expressly assumed a guarantee as well as
• in all other cases of mandatory statutory liability.

(2) In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), our liability is limited to the foreseeable, typical damage at the time of conclusion of the contract.
Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contracting party may regularly rely.

(3) In the case of slight negligence in the breach of other obligations, our liability is excluded.

(4) The foregoing limitations of liability shall also apply in favor of our legal representatives, employees, workers and agents.

(5) To the extent that our liability is excluded or limited, this also applies to the personal liability of our officers, employees, representatives and agents.

§ 8 Limitation

(1) For claims relating to defects, the statutory limitation periods shall apply exclusively to consumers.

(2) In relation to entrepreneurs, the limitation period for claims due to material defects and defects of title is generally one year from delivery of the goods.
The following are excluded from this:

• Claims for damages,
• Claims arising from intentional or grossly negligent breaches of duty,
• Claims for injury to life, body or health,
• Recourse claims under §§ 445a, 445b BGB,
• Cases of fraudulent concealment of a defect,
• expressly assumed guarantees as well as
• Longer limitation periods are legally mandatory.

(3) Claims for damages are subject exclusively to the statutory limitation periods.

§ 9 Retention of title

(1) The delivered goods shall remain our property until full payment of all present and future claims arising from the business relationship.

(2) In relation to consumers, the retention of title applies until full payment has been received for the respective goods delivered.

(3) The following also applies to entrepreneurs:
a) The entrepreneur is entitled to resell the goods subject to retention of title in the ordinary course of business.
b) The entrepreneur hereby assigns to us all claims arising from the resale up to the amount of the invoice.
c) We accept this assignment.
d) The entrepreneur remains entitled to collect the receivables until further notice.
e) We undertake to release collateral upon request, insofar as its realizable value exceeds the secured claims by more than 10%.

(4) The entrepreneur is only permitted to pledge or assign the goods subject to retention of title as security with our prior written consent.

§ 10 Data protection

(1) Personal data will be processed exclusively in accordance with applicable data protection regulations.

(2) Details can be found in our privacy policy in its currently valid version.

§ 11 right of withdrawal for consumers

(1) Consumers within the meaning of Section 13 of the German Civil Code (BGB) have a statutory right of withdrawal in accordance with the statutory provisions in the case of distance contracts and contracts concluded away from business premises.

(2) Details regarding the right of withdrawal are set out in the separate cancellation policy of RoofTech GmbH. This is part of the ordering process and can be viewed at any time on our website.

(3) The right of withdrawal does not apply in particular to contracts for goods,

• which are not prefabricated and for whose production an individual selection or specification by the consumer is decisive,
• which are clearly tailored to the personal needs of the consumer,
• or in other legally regulated exclusion cases pursuant to Section 312g Paragraph 2 of the German Civil Code (BGB).

(4) Products that are manufactured according to customer specifications, individually tailored, project-specifically assembled, or modified at the customer's request may be excluded from the statutory right of withdrawal, provided the legal requirements for this are met. Such products will be marked accordingly in the respective offer or during the ordering process.

(5) The statutory warranty rights remain unaffected by the right of withdrawal.

§ 12 Applicable Law

(1) The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) In relation to consumers, this choice of law shall only apply to the extent that it does not deprive the consumer of the protection afforded by mandatory provisions of the State in which the consumer has his or her habitual residence.

§ 13 Jurisdiction and Final Provisions

(1) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be our place of business.
However, we are also entitled to sue the entrepreneur at his general place of jurisdiction.

(2) The statutory rules of jurisdiction apply to consumers.

(3) Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The ineffective or unenforceable provision shall be replaced by the legally permissible provision that most closely approximates the economic purpose of the ineffective provision.
The same applies to any regulatory gaps.

(4) Amendments or additions to these General Terms and Conditions must be in written form, unless a stricter form is required by law.