GENERAL TERMS AND CONDITIONS FOR COMMERCIAL CUSTOMERS (B2B)
Preamble:
Import2Shop is a specialized provider for software development and offers in particular the automatic import of product information and images into shop systems.
1. Scope
I. These terms and conditions apply to all offers, deliveries, services and the associated conclusions of contracts
Import2Shop
NicoMichael
Rudolf-Breitscheid-Str. 2 B
01979 Lauchhammer
Telephone number:
+49 (0) 3574 86 93 34 2
E-mail:
[email protected]
to the contractual partners, hereinafter also referred to as “customer”.
II. All offers are aimed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Of course people must be 18 years of age.
III. Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. They also apply to all future business relationships, even if they are not expressly agreed again. The inclusion of a customer’s general terms and conditions that contradict our general terms and conditions is already contradicted. Changes to the contract, additions and ancillary agreements must be made in writing in order to be effective, unless otherwise specified in these General Terms and Conditions. The written form requirement also applies to the waiver of this form requirement.
IV. You can call up and print out the currently valid General Terms and Conditions on the website www.import2shop.com.
2. Conclusion of contract
I. The services presented and offered by Import2Shop on our website or via e-mail do not constitute a binding application to conclude a contract. Rather, they are a non-binding invitation to order the services in a binding manner.
II. If you would like to order via our website, click on “Prices” and select one of our complete solutions. After entering your customer data, you can submit a binding offer by clicking on the “Book” button (§ 145 BGB).
III. After receipt of the offer, you will receive an automatically generated e-mail in which we confirm that we have received your order (confirmation of receipt). This confirmation of receipt does not yet represent acceptance of your purchase offer. A contract is not yet concluded through the confirmation of receipt.
IV. We will also confirm receipt of an order by e-mail as soon as possible.
V. Import2Shop is entitled to refuse to accept the order, e.g. after a negative credit check on the customer.
VI. The contract is only concluded when we expressly declare our acceptance of your offer or when we have started to execute the contract.
3. Scope of Services and Defects
I. In addition to these GTC, the scope of services results from the information on the offer valid at the time of the order, the order form or any valid special offers of the ordered shop offers. You can view this as well as our general terms and conditions on our website.
II. For the network infrastructure, we guarantee an availability of at least 99.5% on an annual average. Availability in this sense means that the services owed are available within the data center. However, if the security of a server system is at risk, we reserve the right to temporarily restrict access. Deviating, guaranteed services may result from our offers.
III. Disturbances outside of the server and network infrastructure operated by us (i.e. within the Internet) as well as such downtimes, the causes of which are beyond our control (force majeure), are excluded from the guarantee of availability. The previously planned and announced maintenance times are also excluded.
IV. If the customer orders a domain from Import2Shop, we only owe mediation to the respective registrar. No guarantee can be given that the desired domain name will actually be assigned to the customer. Internet domains are administered worldwide by a variety of different organizations, depending on the top-level domain involved. In particular, the registration conditions and the procedure for domain disputes differ.
4. Participation
The customer is aware that the provision of the online shop or the filling of it with product data requires his cooperation. As far as reasonable, he is obliged to provide necessary information such as product data, image material, rights and contact information in good time.
5. Malfunctions and hardware replacement
I. All server services and the hardware itself are monitored 24 hours a day, 7 days a week on all servers mediated by Import2Shop. At the same time, the customer undertakes to report any faults in hardware or software immediately after they become known.
II. Security updates are imported promptly. However, critical server services will only be restarted after consultation with the customer in order to ensure the stability of the systems. However, in the case of critical or new security gaps that endanger the security of the server, Import2Shop is entitled to carry out an immediate update without consultation.
6. Prices
I. The prices stated on www.import2shop.com apply unless otherwise agreed in writing or in text form.
II. Please note the information on statutory VAT and other price components.
III. As a rule, we charge a designated setup fee of €99 for the initial setup and provision of the server and shop, unless otherwise priced.
7. Terms of Payment and Right of Retention
I. According to the contractual agreement, payment is made monthly, quarterly, semi-annually or annually in advance in advance, direct debit, PayPal or other means of payment offered.
II. If the payment deadlines stated on the invoice are exceeded, Import2Shop is entitled to withhold all services and to block access to rented customer servers, the shop or the Internet presence.
III. You can only exercise a right of retention if your counterclaim is based on the same contractual relationship. A right to set-off only exists if your counterclaim has been legally established or is not disputed by us.
IV. Unless otherwise agreed, invoices will be sent in PDF format via email.
V. If you are in arrears with a payment, you are obliged to pay the statutory default interest of 8 percentage points above the base interest rate. You will be charged a reminder fee of EUR 2.50 for each reminder letter that is sent to you after the default has occurred. In the event of a return debit, the bank charges incurred will be passed on to you at a flat rate of EUR 10.00. The amount corresponds to the chargeback costs as well as an expense allowance that will be charged to us by the bank.
8. Term and Termination
I. Contracts are concluded for the specified term. After the end of the contract term, it is automatically extended by the original term, provided no notice of termination has been received in due time.
II. The contracts can be terminated by either party without giving reasons for the next end of the term, but at the earliest after the end of a contractually regulated minimum term (if any) and observing the notice period of 1 month before the end of the term (invoicing date).
III. The parties have the right to terminate the contract for good cause. Such is the case in particular:
– in the event of serious or continued violations of the contractual provisions and if the contract is unfeasible;
– if the customer is in arrears for two consecutive months with the payment of a not inconsiderable part of the fee or for a period of more than two months with an amount that corresponds to a monthly fee;
– the customer becomes insolvent or there are insolvency proceedings against his assets
opened or the application for the opening of insolvency proceedings is rejected due to insufficient assets.
IV. A termination must be in writing to be effective.
V. The customer grants us an extraordinary right of withdrawal in the event that the material provided by him is illegal or technically unusable or the implementation according to the specifications of the contract is economically ruinous for us.
9. Use Rights
I. The customer is entitled to grant third parties a contractual right to use the services we offer. He remains the sole contractual partner and must oblige third parties to comply with these General Terms and Conditions.
II. If the third party violates contractual obligations, the contractual partner is liable to Import2Shop for all resulting damage according to the principles set out in Section 11.
10. Data Security and Backup
I. The customer receives unique user names and passwords to use his account or server. He is obliged to treat this data confidentially and is liable for any misuse resulting from unauthorized use of the passwords. Should the customer become aware that passwords are or were accessible to unauthorized third parties, Import2Shop must be informed immediately. If third parties use the services of Import2Shop unlawfully through the fault of the customer, the customer is liable in accordance with the statutory provisions.
II. As far as data is transmitted to Import2Shop, the customer always provides his own
backup copies. This applies in particular to the goods data (CSV files) transmitted by wholesalers. If regular backups are included in the respective offer, Import2Shop creates a daily backup copy of the transmitted data if the data volume does not exceed 100 GB. Import2Shop does not guarantee the consistency of the backups, as customers are free to choose their file and folder structure.
III. Should a reinsurance become necessary due to misconduct on the part of the customer, the prices shown for special services apply. In the event of incorrect behavior by Import2Shop, no costs will arise from the backup.
11. Content and Publication
I. The customer is responsible for all web or shop content stored on his behalf. He undertakes to use the server exclusively in accordance with the applicable law and, for example, to observe the TKG, the TMG and the rights of third parties when publishing web content. In particular, no extremist or immoral content will be tolerated.
II. The customer is aware that Import2shop is not able to control all of the constantly changing content on its servers and to check for possible legal violations. Likewise, prior to registration, it is not checked whether ordered domains affect the rights of third parties. The customer is responsible for checking and therefore indemnifies Import2Shop from all third-party claims that result from the lack of control.
III. In the event of obvious or proven violations of the law, Import2Shop is entitled to end the publication of the content. If necessary, all content or access to the domain can be blocked. In any case, the customer remains obliged to pay the agreed fees. In addition, he releases Import2Shop from third-party claims and other costs incurred as a result.
IV. In the case of non-obvious or proven violations of the law, the customer will be asked to comment immediately. If this statement is not made or if it cannot refute the accusation, the rights from paragraph 3 of this section remain.
V. The illegal sending of so-called spam mails (unsolicited advertising to third parties) is not permitted. In the event of non-compliance, Import2Shop is entitled to block the customer from sending mail.
12. Disclaimer
I. We are liable for intent and gross negligence. We are liable for slight negligence in accordance with the Product Liability Act and for damage resulting from injury to life, limb or health.
II. In the event of slight negligence, we shall only be liable in the event of a breach of an essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligation). This limitation of liability also applies to our vicarious agents.
13. Miscellaneous
I. Contract language is exclusively German.
II. Only the law of the Federal Republic of Germany applies, excluding the UN Sales Convention.
III. The place of performance for all contractual services and the exclusive place of jurisdiction is Lauchhammer.
IV. A sale of individual business areas of Import2Shop or a change of shareholders does not constitute a special right of termination.
