General Terms and Conditions of AlphaPet 

1.1 These General Terms and Conditions ("GTC") apply to all our business relationships with our partners (hereinafter: "Partners") who are entrepreneurs (§ 14 BGB) or a legal entity under public law.

1.2 The GTC apply to contracts for any form of services as well as the sale and/or delivery of movable goods. Insofar as only services are referred to below, the terms and conditions for deliveries of goods and goods in kind shall apply analogously. The GTC shall also apply in their respective version as a framework agreement for future contracts with the same partner, without us having to refer to them again in each individual case; we shall inform the partner immediately of any changes to our GTC.

1.3 Our GTC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Partner shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we perform the services to the partner without reservation in the knowledge of the partner's GTC.

1.4 Individual agreements made with the Partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. The content of such agreements shall be governed by a written contract or our written confirmation.

2.1 Our offers are subject to change and non-binding. This shall also apply if we have provided the Partner with catalogues, product or service descriptions or other documents - including in electronic form.

2.2 The ordering of services by the Partner shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 2 weeks of its receipt by us.

2.3 Acceptance can be declared either in writing (e.g. by order confirmation) or by rendering the service to the Partner.

3.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply. The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. If, in the case of a contractual relationship involving the regular delivery of services by us, a specific price is already agreed upon conclusion of the contract, we reserve the right to increase prices due to subsequent changes in market prices or costs, e.g. due to increases in taxes, customs duties, other levies or changes in exchange rates. Our prices are free domicile and are shown in the price list. Any customs duties, fees, taxes and other public charges shall be borne by the Partner.

3.2 The deduction of discounts requires special written agreement.

3.3 Invoice

Unless otherwise agreed, invoices must be paid within 14 days. Our contractual partner shall be in default at the latest if it does not make payment within 14 days of the due date and receipt of an invoice or an equivalent payment schedule; if the date of receipt of the invoice or payment schedule is uncertain, our contractual partner shall be in default at the latest 14 days after the due date and receipt of the service. The relevant time of performance shall be the time of receipt of payment in our account. If it becomes apparent after conclusion of the contract that the fulfilment of our payment claims is seriously jeopardised due to our contractual partner's inability to pay, we shall be entitled to declare all outstanding claims due immediately or to refuse performance.

4.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order.

4.2 We are entitled to partial performance to an extent that is reasonable for our contractual partner, which shall be deemed partial fulfilment.

4.3 If we are unable to meet binding performance deadlines for reasons for which we are not responsible, we shall inform our contractual partner of this without delay and at the same time inform him of the expected new performance deadline. If performance is also not possible within the new deadline, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by our contractual partner. Statutory claims and rights of our contractual partner shall remain unaffected.

4.4 We shall be liable in accordance with the statutory provisions. Our liability shall be limited to compensation for foreseeable damage typical of the contract.

4.5 We shall also be liable in accordance with the statutory provisions if the delay in performance is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in performance is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

4.6 We shall also be liable in accordance with the statutory provisions insofar as the delay in performance for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall also be limited to the foreseeable, typically occurring damage.

4.7 The occurrence of our default in performance shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the partner is required. If we are in default of performance after receipt of a reminder, the Partner may demand compensation in accordance with the statutory provisions.

5.1 If our contractual partner is in default of acceptance, culpably violates other obligations to co-operate or if our performance is delayed for other reasons for which our contractual partner is responsible, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved. If services or partial services have been agreed on call without a specific performance period and our contractual partner does not call off the agreed services or partial services within a reasonable call-off period customary in the trade, we may request him to call off the service. If our contractual partner fails to comply with this request within a reasonable period set by us, we shall be entitled to withdraw from the contract and claim damages.

6.1 The statutory provisions shall apply to the Partner's rights in the event of material defects and defects of title, unless otherwise stipulated below.

6.2 The partner's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects. If a defect is discovered during the inspection or later, we must be notified of this immediately in writing (including evidence), whereby the timely dispatch of the notification is sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the partner must immediately notify us in writing of obvious defects, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the Partner fails to properly inspect the goods and/or report defects, our liability for the defect not reported shall be excluded.

6.3 We are entitled to make the subsequent fulfilment owed dependent on the Partner paying the price due. However, the Partner shall be entitled to retain a reasonable part of the price in proportion to the defect.

6.4 The Partner shall give us the time and opportunity required for the subsequent fulfilment owed. In this respect, the Partner undertakes to co-operate in the event of a complaint.

6.5 If the subsequent fulfilment has failed or a reasonable deadline to be set by the Partner for the subsequent fulfilment has expired without success or is dispensable according to the statutory provisions, the Partner may withdraw from the contract or reduce the price. In the case of an insignificant defect, however, there is no right of cancellation.

7.1 All contractual and personal data - whether in written, verbal or any other form - are subject to confidentiality, even if they are not labelled accordingly. Data shall be used exclusively for contractual purposes and treated confidentially, unless the data is generally accessible.

7.2 Employees and vicarious agents shall be obliged to maintain confidentiality to the same extent if they come into contact with the contractually owed service. The parties undertake to maintain secrecy about the data that has become known even after the end of the contractual relationship.

8.1 Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

8.2 We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

• for damages resulting from injury to life, limb or health (of a person),
• for damages arising from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages.

8.3 The above limitations and exclusions of liability shall apply to the same extent in favour of our legal representatives, employees and other vicarious agents.

8.4 The Partner may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences shall apply.

9.1 Für diese AGB und alle Rechtsbeziehungen zwischen uns und dem Partner gilt das Recht der Bundesrepublik Deutschland unter Ausschluss internationalen Einheitsrechts, insbesondere des UN-Kaufrechts. Gerichtsstand für alle Streitigkeiten, die sich mittelbar oder unmittelbar aus Vertragsverhältnissen ergeben, denen diese Bedingungen zugrunde liegen, ist der Firmensitz von AlphaPet.