General Terms and Conditions of Business and Service (GTCS) of LS DigiServ GmbH

1.    General provisions

a)   The following General Terms and Conditions (GTCS) shall apply to all, including future, business relations between the contractual partner (hereinafter "Customer") and LS DigiServ GmbH, Liebigstraße 2-20, 22113 Hamburg, Germany (hereinafter „LS DigiServ“), (together the "Parties").

b)   These GTCS only apply to businesses, legal entities under public law or special funds under public law.

c)   These GTCS apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from these GTCS shall not be recognized unless LS DigiServ has expressly agreed to their validity in writing. These GTCS shall also apply if LS DigiServ executes the contract without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these GTCS.

d)   Individual agreements made in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCS. A written contract or the written confirmation of LS DigiServ shall be authoritative for the content of such agreements. Unless otherwise stipulated in these GTCS, legally relevant declarations and notifications that are to be made after the conclusion of the contract (e.g. request for performance, setting of deadlines, termination) must be made in text form in order to be effective.

e)   The German Civil Code (Bürgerliches Gesetzbuch) and the German Commercial Code (Handelsgesetzbuch) shall apply - also in cross-border transactions - in accordance with these Terms and Conditions, unless individually negotiated agreements have been made.

2.    Subject matter of the contract

a)   The subject matter of the contract is the sale and delivery of goods or the service defined in the respective offer description or agreed in writing. Drawings, illustrations, dimensions or other performance data are only binding if confirmed in writing by LS DigiServ.

b)   Contractual services which are not listed in the offer description, in particular those which are advertised for advertising purposes, are only part of the subject matter of the contract if LS DigiServ confirms them in writing.

3.    Conclusion of contract

a)   The offers of LS DigiServ are without engagement and non-binding. LS DigiServ reserves the right to change the scope of services and the time of performance as well as the prices until the final conclusion of the contract.

b)   Within the framework of the ordering process via the LS DigiServ online shop, the customer is obliged to provide complete contact details and to confirm his status as an entrepreneur. By confirming (clicking) the button "Place Order" (or similar) at the end of the ordering process, the customer places a binding order for the items contained in the virtual shopping cart. LS DigiServ will confirm receipt of the order immediately via e-mail. This confirmation of receipt does not itself constitute acceptance of the order, but it can be combined with the declaration of acceptance. If the customer discovers typing errors, he has the option of correcting them using the functions of his browser (e.g. back button) before submitting the order.

c)   LS DigiServ GmbH is entitled to accept the contractual offer, which lies in the customer's order, within 14 days of receipt. Acceptance may be declared by express notification or delivery of the goods.

d)   Within the scope of electronic contract processing, the contract texts are stored electronically by LS DigiServ GmbH. These GTCS are an integral part of these contracts.

4.    Pricing

Prices stated are deemed to be net prices excluding the respective statutory value-added tax. Any packaging and shipping costs are not included in these prices. For deliveries to other European countries, VAT will only not be charged if a valid VAT identification number is provided with the order. For deliveries to non-European countries, VAT will not be charged. The customer is obliged to comply with his national tax regulations.

5.   Shipping and delivery, Shipping time

a)   Packaging and shipping costs will be invoiced separately to the customer. These depend on the specific order and are shown to the customer in the respective offer. Insurance for transport will only be taken out at the special request of the customer and at the customer's expense. The costs for deliveries abroad may vary. The goods will be sent to the customer after receipt of payment.

b)   Compliance with the delivery obligation requires the timely and proper fulfilment of the customer's obligations. The objection of non-fulfilment of the contract remains reserved. The customer assures to provide correct and complete address data. Should there be additional costs due to incorrect information, e.g. additional shipping costs, these shall be borne by the customer.

c)   The agreed delivery periods and dates can be found in the information in the respective product description or within the order process and shall always be considered non-binding, unless expressly agreed otherwise in writing. The agreed delivery period shall be deemed to have been complied with if LS DigiServ has notified the Customer of the completion and availability for collection of the goods by the expiry of the delivery period, unless a debt to be discharged at creditor's domicile or debt to be discharged by remittance has been agreed as an exception.

d)   If the delivery date is postponed due to force majeure or due to events for which LS DigiServ is not responsible and which make the delivery significantly more difficult or impossible (strike, official orders, lockouts, etc.), LS DigiServ is entitled to extend the delivery period accordingly. This also applies if these conditions occur at a supplier of LS DigiServ. In such cases, the customer shall have neither a right to compensation nor any other rights due to the delay in the delivery date. If such a delay lasts longer than 3 months and if the customer has granted LS DigiServ a reasonable grace period for the delivery of the subject matter of the contract after the expiry of these 3 months, the customer shall be entitled to withdraw from the unfulfilled part of the contract concluded with LS DigiServ after the expiry of the grace period. If the delivery date is postponed by the customer to a later date, LS DigiServ shall also have the right to dispose of the subject matter of the contract and to make delivery to the customer within a reasonably extended period of time after setting a reasonable grace period for taking delivery of the subject matter of the contract (e.g. acceptance, collection, acceptance of the delivery) and the expiry of this period of time to no avail.

e)   LS DigiServ is entitled to partial deliveries and partial services, unless the partial delivery or partial service is not acceptable for the customer.

f)    If the goods are shipped to the customer or to a place of delivery specified by the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer as soon as the goods have been handed over to the person carrying out the transport or have left the warehouse of LS DigiServ for the purpose of shipment. This applies regardless of whether the goods are dispatched from the place of performance and regardless of who bears the transport costs. The transfer of risk shall also take place as soon as the customer is in default of acceptance.

g)   Delivery abroad shall only be made against advance payment. In this case, the ordered goods will only be dispatched to the customer after receipt of the invoice amount. Any costs incurred by the delivery abroad for customs, import, storage and other fees are to be borne by the customer; eventual taxes are also to be borne by the customer.

6.    Payment method

a)   Unless otherwise agreed, the purchase price for deliveries of goods is due immediately upon conclusion of the contract. Alternatively, the customer may issue a SEPA direct debit mandate. In this case, the customer must ensure that the account is covered. Costs incurred due to non-payment or reversal of the direct debit shall be borne by the customer if the customer is responsible for the non-payment or reversal of the direct debit. In individual cases, delivery may be made against cash on delivery.

b)   The customer shall be in default of payment if the contractual payment date is exceeded. If the customer is in default of payment, LS DigiServ shall be entitled to demand interest from the relevant point in time at the rate of 9 percentage points above the base interest rate. If LS DigiServ can prove higher damages caused by the payment default, it shall be entitled to assert such damages.

c)   Costs of payment transactions, in particular in the case of bank charges incurred through foreign transfers, shall be borne by the customer.

7.    Retention of title

a)   LS DigiServ retains title to the delivered goods until all claims against the customer arising from the business relationship have been settled. This shall also apply if individual claims have been included by LS DigiServ GmbH in current accounts and the balance has been struck and recognised. In the event of a breach of contract by the customer, in particular in the event of default in payment, LS DigiServ shall be entitled to repossess the goods; the customer shall be obliged to surrender the goods. The taking back of the goods shall only constitute a withdrawal from the contract if LS DigiServ expressly declares this in writing. After taking back the goods, LS DigiServ shall be entitled to sell them; the proceeds of sale shall be credited against the customer's liabilities - after deduction of reasonable costs of sale.

b)   The goods may not be pledged or assigned by way of security without the written consent of LS DigiServ until payment has been made in full. If the goods are inseparably combined or mixed with other items not belonging to LS DigiServ, LS DigiServ shall acquire co-ownership of the new item in proportion to the value of the delivered goods to the other combined or mixed items at the time of combination or mixing. If the combination or mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to LS DigiServ on a pro rata basis. The customer shall keep the sole ownership or co-ownership for LS DigiServ.

c)   The customer is entitled to resell the goods in the ordinary course of business. It is hereby agreed with the customer that all his claims against the buyers arising from the sale or resale, in particular the claim for payment of the purchase price, are hereby assigned to LS DigiServ. The customer is authorised to collect this claim on behalf of LS DigiServ. LS DigiServ undertakes not to collect the claim as long as the customer duly fulfils his payment obligations towards LS DigiServ and is not in default of payment. However, if this is the case, LS DigiServ may demand that the customer discloses the claims assigned to LS DigiServ and their debtors, as well as all information required for collection, hands over the relevant documents and informs the third party debtors of the assignment.

d)   If third parties access the goods to which LS DigiServ has retained ownership in whole or in part, the customer shall inform LS DigiServ of this immediately by fax, e-mail or telephone. In the event of enforcement measures, the bailiff must be informed by the customer that third party ownership exists. In the event that a third party action is brought by LS DigiServ in accordance with § 771 ZPO (German Code of Civil Procedure), the customer shall be obliged to reimburse all court and out-of-court costs incurred by LS DigiServ in this connection.

8.   Set-off, right of retention, prohibition of assignment

a)   The customer shall only have a right of set-off with counterclaims that are undisputed by LS DigiServ or have been declared final and absolute by a court of law.

b)   The customer shall only have a right of retention if this results from the same specific contractual relationship. Furthermore, a right of retention shall only apply if the underlying claim is undisputed by LS DigiServ or has been legally declared final and absolute by a court of law.

c)   Customers may not assign claims against LS DigiServ to third parties unless LS DigiServ has given its prior written consent to such assignment.

9.    Warranty for material defects

a)   LS DigiServ does not provide any warranty for the sale of used items. This shall not apply to claims for damages due to injury to life, limb or health, to other claims for damages based on intentional or grossly negligent action or culpable breach of a material contractual obligation by LS DigiServ or one of its vicarious agents, if LS DigiServ has fraudulently concealed the defect or has assumed a guarantee for the quality of the item and to claims under the Product Liability Act. In these cases, the statutory provisions on warranty shall apply.

b)   An agreement on quality is only to be assumed if it is expressly agreed as such. The mere presentation of the offer is to be regarded as a pure description of performance, in no case as a guarantee for the quality of the objects of sale. Guarantee declarations by third parties, e.g. manufacturer's guarantees, remain unaffected.

c)   In the event of a defect in the goods, LS DigiServ shall have the right to choose whether the requested supplementary performance shall take place in the form of rectification of defects or subsequent delivery. The customer has no right to subsequent delivery. If the subsequent performance within the meaning of § 440 S. 2 of the German Civil Code (BGB) fails, the customer is entitled, at his discretion, to withdraw from the contract or to reduce the purchase price. This shall also apply if LS DigiServ seriously and finally refuses subsequent performance. If there is only an insignificant defect, the customer shall only be entitled to a right of reduction in price.

d)   Warranty claims shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear and in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent use, excessive stress, defective assembly or due to special external influences that are not assumed under the contract. Furthermore, there shall be no claims for material defects if the customer has not complied with the instructions for handling, maintenance, inspection and care of the goods, in particular those contained in the operating instructions. The exclusion of warranty shall also apply if the customer has not immediately given LS DigiServ the opportunity to rectify the defect.

e)   Furthermore, the warranty is excluded if the customer has installed or had installed parts in the subject matter of the contract that have not been approved by the manufacturer or if the customer has modified the delivered goods or goods in a form not approved by the manufacturer and the damage is attributable to such modification.

f)    The warranty is excluded for batteries, illuminants and parts subject to wear and tear.

g)   If the customer or a third party carries out improper repair work or changes to the goods, there shall also be no warranty claims for defects arising from these and the resulting consequences.

h)   LS DigiServ shall not bear any transport, travel, labour and material costs for the purpose of subsequent performance insofar as these are increased because the goods have been taken to a place other than the customer's place of business after delivery, unless the transfer corresponds to its designated use.

10.  Notice of defects

a)   Immediately upon receipt of the goods, the customer must check whether they have the contractually agreed quality and are suitable for the intended use. If the delivered goods have obvious defects, this must be reported in text form immediately upon receipt of the goods. The notice of defect shall in any case be deemed to be late if it is not received within 5 working days from the receipt of the goods, including the day of receipt. If the notification is not made or not made in time, the warranty claims are excluded.

b)   The customer shall have damage to the packaging confirmed in writing by the transport company. Other defects must be reported in text form within three working days of discovery. The notification of defects shall be deemed to have been made in good time if it is sent within the time limit and if it is received by LS DigiServ at a later date. If this does not happen, the customer is not entitled to any claims against LS DigiServ due to these defects.

c)   If the defects complained of are transport damages, the notification of defects shall be made with the involvement of the forwarding agent, the supplier or the respective carrier.

11.  Limitation of claims for defects

a)   Claims for defects against LS DigiServ are subject to a limitation period of 12 months. This shall not apply in the event of culpable breaches of duty resulting in injury to life, limb or health or in the event of grossly negligent breaches of duty.

b)   The time limitation period begins at the point in time specified in section 199 of the German Civil Code (BGB). It occurs at the latest with the expiry of the maximum periods specified in section 199 subsection 3 and subsection 4 German Civil Code (BGB).

12.  Liability

a)   All claims for damages by the customer against LS DigiServ are excluded, irrespective of the legal basis. Excluded from the above are claims for damages arising from injury to life, limb or health, as well as liability for other damages based on an intentional or grossly negligent breach of duty by LS DigiServ, its legal representatives or vicarious agents. Furthermore, liability for the breach of obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the observance of which the customer may regularly rely on shall remain unaffected. In the event of a slightly negligent breach of these contractual obligations, LS DigiServ shall only be liable for the foreseeable damage typical for the contract, unless claims for damages are based on injury to life, body or health. The provisions of the Product Liability Act and the Federal Data Protection Act shall remain unaffected.

b)   In the event of gross negligence or slightly negligent breach of an essential contractual obligation, damages shall be limited to the typical and foreseeable damage.

c)   Liability for damage that does not occur to the subject matter of the contract is excluded except in cases of intent and gross negligence.

d)   Liability for fraudulent conduct on the part of LS DigiServ, as well as for guarantees assumed, for claims under the Product Liability Act and damages arising from injury to life, limb or health shall remain unaffected.

e)   As far as the liability of LS DigiServ is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of LS DigiServ.

f)    A limitation period of one year shall apply to all claims for damages or compensation for futile expenses and in the case of contractual and non-contractual liability asserted against LS DigiServ - except in cases of intent, gross negligence or personal injury. The period shall commence at the point in time specified in § 199 of the German Civil Code (BGB). It shall occur at the latest upon expiry of the maximum periods stipulated in § 199 para. 3 and para. 4 German Civil Code (BGB).

g)   The risk of accidental loss and accidental deterioration shall pass to the customer as soon as LS DigiServ has handed over the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. Among merchants, the obligation to inspect and give notice of defects regulated in § 377 of the German Commercial Code (HGB) shall apply. If the Customer fails to give notice as stipulated therein, the goods shall be deemed to have been accepted, unless the defect was not recognisable during the inspection. This shall not apply if LS DigiServ has fraudulently concealed a defect.

13.  Information according to German Battery Law

Since LS DigiServ sells batteries and rechargeable batteries or such devices that contain batteries and rechargeable batteries, LS DigiServ is obliged under the German Battery Law (BattG) to inform you of the following:

You must not dispose of batteries and rechargeable batteries in household waste. You are legally obliged to return used batteries and rechargeable batteries. Used batteries may contain harmful substances that can damage the environment or your health if not stored or disposed of properly. However, batteries also contain important raw materials such as iron, zinc, manganese or nickel and are recycled.

After use, you can return the batteries and rechargeable batteries to LS DigiServ or hand them in free of charge at a collection point (e.g. in a shop or at a municipal collection point).

LS DigiServ points out that the buyer as a consumer is legally obliged to return used batteries/rechargeable batteries and is entitled to return the batteries/rechargeable batteries free of charge after use to the seller's point of sale or in its immediate vicinity. Disposal in the household waste is expressly prohibited according to the battery ordinance. Batteries/battery packs received from LS DigiServ can be returned to LS DigiServ after use or sent back to LS DigiServ by post with sufficient postage. Batteries/rechargeable batteries containing harmful substances are marked with the symbol of a crossed-out dustbin. Below the dustbin symbol is the chemical name of the pollutant - where "Cd" for cadmium. "Pb" for lead, and "Hg" for mercury.

13.  Final Provisions

a)   Should individual provisions of these GTCS be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.

b)   The customer shall be notified in writing or by e-mail of any amendments to these GTCS and they shall be deemed to have been approved if the customer does not object to the amended GTCS in writing or by e-mail within six weeks of notification. The customer will be informed of these changes separately when the changes are announced. In the event of a timely objection, the originally included GTCS shall continue to apply.

c)   The law of the Federal Republic of Germany shall apply exclusively; the UN Convention on Contracts for the International Sale of Goods is excluded. The contractual and business language is German. If the customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the preparation and performance of contracts shall be the customer's place of business.

02/2023