Terms and Conditions

1. scope

1.1 These General Terms and Conditions (hereinafter “GTC”) of MODULAP Systems GmbH & Co. KG, Lise-Meitner-Str. 6, D-45699 Herten (hereinafter "seller"), apply to all contracts for the delivery of goods that an entrepreneur (hereinafter "customer") concludes with the seller with regard to the goods presented by the seller in his online shop or other offer presentation.

1.2 The General Terms and Conditions apply exclusively. The inclusion of the customer's own conditions is hereby objected to, unless the seller expressly agrees to the validity of these conditions in writing.

1.3 Our offer is aimed exclusively at entrepreneurs. By placing the order, the customer confirms that they are acting as an entrepreneur. An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

2. 
   Conclusion of contract

2.1 The product descriptions contained in the seller's online shop do not represent binding offers on the part of the seller, but rather serve to make a binding offer by the customer.

2.2 The customer can submit the offer using the online order form integrated into the seller's online shop. After placing the selected goods in the virtual shopping cart and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods contained in the shopping cart by clicking on the button that completes the ordering process. The customer can also submit the offer to the seller by email.

2.3 The seller can accept the customer's offer within five days,

- by sending the customer a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by the customer is decisive, or

- by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or

- by asking the customer to pay after placing their order.

If several of the aforementioned alternatives are present, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the customer sends the offer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this is deemed to be a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.

2.4 If you select a payment method offered by PayPal, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), subject to the PayPal Terms of Use, available at

https://www.paypal.com/de/webapps/mpp/ua/useragreement-full oder - falls der Kunde nicht über ein PayPal-Konto verfügt – unter Geltung der Bedingungen für Zahlungen ohne PayPal-Konto, einsehbar unter

https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. Zahlt der Kunde mittels einer im Online-Bestellvorgang auswählbaren von PayPal angebotenen Zahlungsart, erklärt der Verkäufer schon jetzt die Annahme des Angebots des Kunden in dem Zeitpunkt, in dem der Kunde den Button anklickt, welcher den Bestellvorgang abschließt.
2.5 When submitting an offer via the seller's online order form, the contract text is saved by the seller after the contract has been concluded and sent to the customer in text form (e.g. e-mail, fax or letter) after the order has been sent. The seller will not make the contract text available beyond this. If the customer has set up a user account in the seller's online shop before sending his order, the order data will be archived on the seller's website and can be accessed free of charge by the customer via his password-protected user account by providing the corresponding login data.

2.6 Before bindingly submitting the order via the seller's online order form, the customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better detecting input errors can be the browser's magnification function, which enlarges the display on the screen. As part of the electronic ordering process, the customer can correct his entries using the usual keyboard and mouse functions until he clicks on the button that completes the ordering process.

2.7 The German and English languages ​​are available for concluding the contract. English translations are for explanation purposes only. In case of doubt, only the German language applies when interpreting the contract.

2.8 Order processing and contact usually take place via email and automated order processing. The customer must ensure that the email address he provided to process the order is correct so that emails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.

2.9 If an order is placed in agreement with the seller by means other than in the online shop, the aforementioned regulations apply accordingly.

3. Prices and payment terms

3.1 Unless otherwise stated in the seller's product description, the prices stated are net prices and do not include statutory sales tax. Any additional delivery and shipping costs that may arise will be stated separately in the respective product description.

3.2. For technical reasons, it may happen in individual cases that synchronization between price information in the configurator (see section 10 below) and price information in the respective product descriptions in the online shop is not possible in real time. In case of doubt, the price information in the respective product descriptions in the online shop or, if available, in the seller's individually created offer are decisive. Likewise, in individual cases, for technical reasons, the shipping costs may deviate from the prices stored in the online shop and must be calculated according to the actual volume or the actually determined requirements. The customer will be informed of this before the goods are dispatched.

3.3 For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the seller is not responsible and which must be borne by the customer. These include, for example, costs for the transfer of money through credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may arise in relation to the money transfer even if the delivery does not take place to a country outside the European Union but the customer makes the payment from a country outside the European Union.

3.4 The payment option(s) will be communicated to the customer in the seller's online shop.

3.5 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

3.6 If you select a payment method offered via the “PayPal” payment service, payment is processed via PayPal, although PayPal can also use the services of third-party payment service providers for this purpose. If the seller also offers payment methods via PayPal in which he makes advance payments to the customer (e.g. purchase on account or payment in installments), he assigns his payment claim to PayPal or to the payment service provider commissioned by PayPal and specifically named to the customer. Before accepting the seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the transmitted customer data. The seller reserves the right to refuse the customer the selected payment method in the event of a negative check result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, he can only make payments to PayPal or the payment service provider commissioned by PayPal with a debt-discharging effect. However, even in the event of assignment of claims, the seller remains responsible for general customer inquiries, e.g. B. about the goods, delivery time, shipping, returns, complaints or credit notes.

4. 
   Delivery and shipping conditions

4.1 If the seller offers to ship the goods, delivery will take place within the delivery area specified by the seller to the delivery address specified by the customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the seller's order processing is decisive.

Deviating from this, if you select the PayPal payment method, the delivery address provided by the customer with PayPal at the time of payment is decisive.

4.2 For goods that are delivered by a freight forwarder, delivery is made "free curbside", i.e. to the public curbside closest to the delivery address, unless otherwise stated in the shipping information in the seller's online shop and unless otherwise agreed.

4.3 If delivery of the goods fails for reasons for which the customer is responsible, the customer shall bear the reasonable costs incurred by the seller as a result.

4.4 Since the customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration or delayed receipt of the goods sold passes to the customer as soon as the seller hands the item to the freight forwarder, the freight carrier or the person otherwise designated to carry out the shipment Delivered to the institution.

4.5 The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery. This only applies in the event that the non-delivery is not the fault of the seller and the seller has concluded a specific cover transaction with the supplier with due care. The seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.

4.5.1 The seller reserves the right to send prints earlier at his own expense, regardless of the shipping of the hardware.

4.6 If the seller offers the goods for collection, the customer can collect the ordered goods within the business hours specified by the seller at the address specified by the seller. In this case, no shipping costs will be charged.

5. 
   
   Retention of title

5.1 The delivery item remains the property of the seller until the purchase price and all other claims arising from the business relationship have been paid in full.

The customer may neither pledge the delivered items nor assign them as security. In the event of seizures, confiscations or other dispositions by third parties, the customer must inform the seller immediately and provide all information and documents necessary to protect the seller's rights. Enforcement officers or other third parties must be made aware of the seller's property.

5.2 The customer is entitled to resell the delivery items in the ordinary course of business. The customer now assigns the customer's claims from the further sale of the goods to the seller. However, the customer is entitled to collect the claim.

5.3 If delivery items are processed or mixed by the customer with other items that do not belong to the seller, the seller acquires co-ownership of the new item in the ratio of the value of the delivery items to the other processed or mixed items.

6. 
   Liability for defects (warranty)

6.1 Unless otherwise stated in the following regulations, the provisions of statutory liability for defects apply. Deviating from this, the following applies to contracts for the delivery of goods:

6.2 If the customer acts as a business entity,

- the seller has the choice of the type of supplementary performance;
- For new goods, the limitation period for defects is one year from delivery of the goods;
- In the case of used goods, rights and claims due to defects are excluded;
- the statute of limitations does not begin again if a replacement delivery is made within the scope of liability for defects.

6.3 The liability limitations and shortened deadlines regulated above do not apply

- for claims for damages and reimbursement of expenses by the customer,
- in the event that the seller fraudulently concealed the defect,
- for goods that have been used for a building in accordance with their normal use and have caused the building to be defective,
- for any obligation of the seller to provide updates for digital products, in contracts for the delivery of goods with digital elements.

6.4 Furthermore, for entrepreneurs, the statutory limitation periods for any existing legal recourse claim remain unaffected.
6.5 Since the customer acts as an entrepreneur and in this respect a merchant within the meaning of Section 1 of the German Commercial Code (HGB), he is subject to the commercial obligation to investigate and report complaints in accordance with Section 377 of the German Commercial Code (HGB). If the customer fails to comply with the reporting obligations regulated there, the goods are deemed to have been approved. In the case of printing, a complaint must be declared after 10 days at the latest.

7. Processing of goods according to individual customer requirements

7.1 If, according to the content of the contract, the seller owes not only the delivery of the goods but also the processing of the goods according to the customer's individual specifications, the customer must provide the seller with all the content required for processing, such as texts, images or graphics in the file formats, formatting, image specified by the seller - and file sizes and to grant him the necessary usage rights. The customer is solely responsible for obtaining and acquiring rights to this content. The customer declares and assumes responsibility for having the right to use the content provided to the seller. In particular, he ensures that no third-party rights are violated, in particular copyright, trademark and personal rights.

7.2. If the print data is not available within the period specified by the seller, but at the latest 14 working days before an agreed delivery date, on-time delivery cannot be guaranteed. The seller still reserves the right to deliver and invoice the remaining goods. In this case, the customer will bear the additional shipping costs for later shipping of the prints.

7.3 The customer releases the seller from claims of third parties that they may assert against the seller in connection with a violation of their rights through the contractual use of the customer's content. The customer also assumes the necessary legal defense costs, including all court and legal fees at the statutory rate. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller immediately, truthfully and completely with all information required to examine the claims and defend them.

7.4 The seller reserves the right to reject processing orders if the content provided by the customer violates legal or official prohibitions or morality. This applies in particular to the provision of unconstitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

7.5 Due to aging, material or technical changes, later reproductions or reprints may result in color deviations from existing prints. This cannot be technically avoided, which is why no liability is accepted for such deviations.

8. 
   Assembly/installation services

If, according to the content of the contract, in addition to the delivery of the goods, the seller also owes the assembly or installation of the goods at the customer's site and, if necessary, corresponding preparatory measures (e.g. measurements), the following applies:
8.1 The seller provides his services at his own discretion or through qualified personnel selected by him. The seller can also use the services of third parties (subcontractors) who work on his behalf. Unless otherwise stated in the seller's service description, the customer has no right to select a specific person to carry out the desired service.

8.2 The customer must provide the seller with the information required to provide the service owed completely and truthfully, provided that obtaining it does not fall within the seller's scope of duties according to the content of the contract.

8.3 The seller will contact the customer after conclusion of the contract to arrange an appointment for the service owed. The customer ensures that the seller or the staff commissioned by the seller has access to the customer's relevant facilities on the agreed date.

8.4 The risk of accidental loss and accidental deterioration of the goods sold only passes to the customer upon completion of the assembly work and handover to the customer.

9. Repair services

If the seller owes the repair of an item belonging to the customer according to the content of the contract, the following applies:

9.1 Repair services are provided at the seller's headquarters.

9.2 The seller provides his services at his own discretion or through qualified personnel selected by him. The seller can also use the services of third parties (subcontractors) who work on his behalf. Unless otherwise stated in the seller's service description, the customer has no right to select a specific person to carry out the desired service.

9.3 The customer must provide the seller with all information necessary to repair the item, provided that obtaining it does not fall within the seller's scope of duties according to the content of the contract. In particular, the customer must provide the seller with a comprehensive description of the error and inform him of all circumstances that could be the cause of the identified error.
9.4 Unless otherwise agreed, the customer must send the item to be repaired to the seller's headquarters at his own expense and risk. The seller recommends that the customer take out transport insurance for this purpose. Furthermore, the seller recommends that the customer send the item in suitable transport packaging in order to reduce the risk of damage during transport and to conceal the contents of the packaging. The seller will immediately inform the customer of any obvious transport damage so that the customer can assert any rights they may have against the transporter.

9.5 The item will be returned at the customer’s expense. The risk of accidental loss and accidental deterioration of the item passes to the customer when the item is handed over to a suitable transport person at the seller's place of business. At the customer's request, the seller will take out transport insurance for the item.

9.6 The customer can also take the item to be repaired to the seller's headquarters and pick it up again if this is stated in the seller's service description or if the parties have made a corresponding agreement on this. In this case, the above regulations regarding the assumption of costs and risks when shipping and returning the item apply accordingly.
9.7 The aforementioned regulations do not limit the customer's statutory defect rights in the event of purchasing goods from the seller.

9.8 The seller is liable for defects in the repair service provided in accordance with the general provisions of statutory liability for defects.

10. 
    Use of the configurator

10.1 The seller is not obliged, but is entitled, to make a so-called configurator accessible in the online shop. This is a voluntary additional offer for whose availability and functionality the seller assumes no liability.

10.2 In particular, we would like to point out the following: The configurator is only used to visualize product combinations, described in more detail below, that the customer enters there. The visualization is simplified graphical representations. Properties, details and dimensions of the products may in reality differ from this simplified representation of the configurator. Therefore, only the product characteristics, details and dimensions that the seller specifies in the individual offer description of the individual goods are decisive for the contractual agreement.

10.3 The seller assumes no liability for data backup of configurations entered by the customer. Changes and rights of use to configurations made accessible by the seller remain reserved. Rights of use are only granted when the configured goods are purchased and paid for, based on their intended use. 

11. Rental of goods

11.1 Unless expressly agreed otherwise, goods are rented against advance payment of the rental price for the entire rental period.

11.2 Parts of the goods delivered as part of a rental, such as prints, made according to individual specifications (see section 7 above) become the property of the customer upon payment of the agreed purchase price.

11.3 After receipt of the rented goods or the rented part of the goods delivered, the seller will check their condition, for which a reasonable period of time, not less than one week, is deemed to have been granted in case of doubt.

11.4 The return or return of the rented item takes place at the customer's expense and risk.

11.5 Unless otherwise stipulated above, the general legal regulations for rental agreements apply.

12. Intellectual property, trademark and usage rights

12.1 Plans, drafts, prototypes, files as well as all preliminary drafts and other work results of the seller are protected by copyright, the regulations of which are deemed to be agreed between the contracting parties even if the level of creation required under Section 2 of the Copyright Act has not been reached.

12.2 The work results created by the seller are, to the best of the seller's knowledge, independent creations. No assurance can be given beyond this declaration for the novelty or uniqueness of, for example, a design draft or for the legal effectiveness or legal validity of property rights as well as freedom from risks of conflict with regard to older third party property rights for the subject matter of the contract.

12.3. Rights of use to the preliminary designs, variants and studies of the delivered goods or work are not transferred, as these only prepare the development and decision-making for the selection of a final design. Any imitation or other use of the seller's designs or the elements or preliminary designs, variants or studies is fundamentally prohibited and is only permitted with our express permission. The release of editable files will only take place upon express additional agreement if there are special reasons in individual cases and must be paid for separately.

12.4 The seller reserves the ownership rights and copyrights to all offers, documents, cost calculations, any drawings, images, data and plans, calculations and other documents created by the seller. These may not be made accessible to third parties without the express written consent of the seller. If rights of use are granted, these are not exclusive in case of doubt and are limited to the expressly agreed purpose of use. In particular, this does not include any processing, reproduction or distribution rights.

12.5 The use of brands as well as type and/or business names (hereinafter “marks”) that differ from the marks used by the seller is prohibited. This applies to any promotion, remarketing, resale or other communication regarding goods and services developed or offered by the Seller, ordered from the Seller or delivered by the Seller. This follows from the seller's legal trademark rights and is alternatively deemed to have been agreed.

12.6 The seller reserves the right to refer to the collaboration with the customer in an appropriate form in publications, at exhibitions and in its own advertising materials (such as websites, social media, press releases) and, in this context, to provide illustrations of the product/work for illustrative purposes use unless the customer's apparent interests conflict with this.

12.7 Photographs and other images of goods taken by the seller may only be used by the customer if the seller has expressly made them available to him as advertising material for the sale of the seller's products.

13. 
    Applicable law and jurisdiction

13.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods.

13.2 If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller's place of business. If the customer is based outside the territory of the Federal Republic of Germany, the seller's place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's registered office.

MODULAP Systems GmbH & Co. KG

Lise-Meitner-Str. 6

45699 Herten

Tel 02366/504964-0

hello@modulap.de

www.modulap.de