Terms and Conditions

General Terms and Conditions

1. Scope of Application
2. Conclusion of Contract
3. Prices and Payment Terms
4. Delivery and Shipping Conditions
5. Retention of title
6. Liability for Defects (Warranty)
7. Processing of goods according to individual customer specifications
8. Assembly/Installation Services
9. Repair Services
10. Use of the Configurator
11. Rental of Goods
12. Intellectual Property, Trademark and Usage Rights
13. Applicable Law and Jurisdiction

1. Scope of Application

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 a businessperson (hereinafter "Customer") concludes with the Seller regarding the goods presented by the Seller in its online store or other offer presentations.

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 in writing to the validity of these conditions.

1.3 Our offer is exclusively directed at entrepreneurs. By placing an order, the customer confirms acting as an entrepreneur. An entrepreneur, in the sense 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 store do not constitute binding offers by the seller, but serve for the submission of a binding offer by the customer.

2.2 The customer can submit the offer via the online ordering form integrated into the seller's online shop. After placing the selected goods into the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding contract offer regarding the goods contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the customer can also submit the offer via email to the seller.

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

- by providing the customer with 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, where the receipt of the goods by the customer is decisive, or

- by requesting payment from the customer after they have placed their order.

If several of the aforementioned alternatives occur, the contract is concluded at the moment when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day following the dispatch of the offer by the customer and ends at the expiration of the fifth day following the dispatch of the offer. If the seller does not accept the customer's offer within the aforementioned period, this is considered a rejection of the offer, with the consequence that the customer is no longer bound by his declaration of intent.

2.4 When selecting a payment method offered by PayPal, the payment processing is carried out by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as "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 text of the contract is stored by the seller after the conclusion of the contract and transmitted to the customer in text form (e.g., email, fax, or letter) after the customer's order has been sent. The seller does not make the text of the contract 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 by the customer via his password-protected user account by entering the appropriate login data free of charge.

2.6 Before the binding submission of the order via the seller's online order form, the customer can detect possible input errors by carefully reading the information displayed on the screen. An effective technical means for better detection of input errors can be the zoom function of the browser, which enlarges the display on the screen. The customer can correct his entries during the electronic ordering process using the usual keyboard and mouse functions until he clicks the button that completes the ordering process.

2.7 German and English languages are available for the conclusion of the contract. English translations are provided for clarification purposes only. In case of doubt, only the German language shall prevail in the interpretation of the contract.

2.8 Order processing and contact are generally carried out via email and automated order processing. The customer must ensure that the email address provided for order processing is accurate, so that emails sent by the seller can be received at this address. In particular, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller for order processing can be delivered, especially when using SPAM filters.

2.9 If an order is placed by mutual agreement with the seller by means other than 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 indicated are net prices that do not include the statutory value-added tax. Any additional delivery and shipping costs will be specified separately in the respective product description.

3.2. For technical reasons, there may be instances where synchronization between price information in the configurator (see below section 10.) and the price information of 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, the individually tailored offer from the seller, shall prevail. Similarly, for technical reasons, shipping costs may differ from the prices listed in the online shop and must be calculated based on the actual volume or the actual determined need. The customer will be informed about this before the goods are dispatched.

3.3 For deliveries to countries outside the European Union, additional costs may arise on a case-by-case basis, which the seller is not responsible for and which are to be borne by the customer. These include, for example, costs for money transfers by credit institutions (e.g., transfer fees, exchange rate fees) or import duties and taxes (e.g., customs duties). Such costs may also arise in relation to money transfers even if the delivery is not 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 store.

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

3.6 When selecting a payment method offered via the payment service "PayPal", the payment processing is carried out by PayPal, which may also use the services of third-party payment service providers for this purpose. If the seller offers payment methods via PayPal where he provides advance payment to the customer (e.g., purchase on account or installment payment), he assigns his payment claim to PayPal or to the payment service provider appointed by PayPal and specifically named to the customer. Before accepting the seller's declaration of assignment, PayPal or the payment service provider appointed by PayPal conducts a credit check using the customer data provided. The seller reserves the right to refuse the selected payment method to the customer in the event of a negative credit assessment. Upon approval of the selected payment method, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the customer can only make payments to PayPal or the payment service provider appointed by PayPal with discharging effect. However, even in the event of the assignment of claims, the seller remains responsible for general customer inquiries, e.g., about the goods, delivery time, shipping, returns, complaints, or credits.

4. Delivery and Shipping Conditions

4.1 If the seller offers shipping of the goods, delivery will be made within the delivery area specified by the seller to the delivery address provided by the customer, unless otherwise agreed. In processing the transaction, the delivery address specified in the seller's order processing is decisive.

Notwithstanding the above, when selecting PayPal as the payment method, the delivery address provided by the customer at the time of payment at PayPal is decisive.

4.2 For goods delivered by freight forwarding, delivery is made "free curbside", i.e., up to the public curb 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 the delivery of the goods fails due to reasons attributable to the customer, the customer shall bear the reasonable costs incurred by the seller as a result.

4.4 Since the customer acts as a business, the risk of accidental loss and accidental deterioration or delayed receipt of the sold goods transfers to the customer as soon as the seller has delivered the item to the carrier, the freight forwarder, or the person or institution designated to carry out the shipment.

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

4.5.1 The seller reserves the right to ship prints at their own expense earlier, regardless of the hardware shipment.

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

5. Retention of title

5.1 The item of delivery shall remain the property of the seller until the purchase price and all other claims arising from the business relationship are fully paid.

The customer may not pledge or assign the delivered items as security. In the event of seizures, confiscations, or other dispositions by third parties, the customer must immediately inform the seller and provide all information and documents necessary to protect the seller's rights. Enforcement officers or other third parties must be informed of the seller's ownership.

5.2 The customer is entitled to resell the delivered items in the ordinary course of business. The customer hereby assigns to the seller any claims arising from the resale of the goods. However, the purchaser is authorized to collect the debt.

5.3 If the delivered items are processed or mixed by the customer with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the delivered items to the other processed or mixed items.

6. Liability for Defects (Warranty)

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

6.2 If the customer acts as an entrepreneur,

- the seller has the choice of the type of subsequent performance;
- the limitation period for defects in new goods is one year from the delivery of the goods;
- rights and claims due to defects are excluded for used goods;
- the limitation period does not restart if a replacement delivery is made under the warranty for defects.

6.3 The aforementioned limitations of liability and reductions in time limits do not apply

- for the customer's claims for damages and reimbursement of expenses,
- in the event that the seller has fraudulently concealed the defect,
- for goods that have been used for a structure in accordance with their usual manner of use and have caused its defectiveness,
- for any existing obligation of the seller to provide updates for digital products, in contracts for the supply of goods with digital elements.

6.4 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse remain unaffected.
6.5 Since the customer acts as a businessperson and thus as a merchant within the meaning of § 1 HGB, they are subject to the commercial inspection and notification obligations pursuant to § 377 HGB. If the customer fails to comply with the notification duties regulated therein, the goods are considered approved. In the case of prints, any complaints must be made within 10 days at the latest.

7. Processing of goods according to individual customer specifications

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

7.2. If the print data is not provided within the deadline specified by the seller, or at least 14 working days before an agreed delivery date, timely delivery cannot be guaranteed. The seller reserves the right to deliver and charge for the remaining goods nonetheless. The additional shipping costs for a later dispatch of the prints will be borne by the customer in that case.

7.3 The customer shall indemnify the seller from claims made by third parties arising from an infringement of their rights through the contractual use of the customer's content by the seller. The customer shall also bear the necessary costs of legal defense, including all court and attorney fees at the statutory rate. This does not apply if the infringement is not attributable to the customer. The customer is obliged to provide the seller immediately, truthfully, and completely with all information necessary for the assessment of the claims and a defense in the event of a claim by third parties.

7.4 The seller reserves the right to refuse processing orders if the content provided by the customer for this purpose violates legal or regulatory prohibitions or offends common decency. This applies particularly in cases of providing content that is unconstitutional, racist, xenophobic, discriminatory, offensive, harmful to minors, and/or glorifies violence.

7.5 Due to aging, material, or technical changes, color variations may occur in later reproductions or reprints compared to existing prints. This is technically unavoidable, and therefore no liability is assumed for such deviations.

8. Assembly/Installation Services

If, according to the content of the contract, the seller owes not only the delivery of goods but also the installation or fitting of the goods at the customer's premises, as well as any corresponding preparatory measures (e.g., measurements), the following applies:
8.1 The seller shall provide his services at his discretion either personally or through qualified personnel selected by him. In doing so, the seller may also use the services of third parties (subcontractors) who act on his behalf. Unless otherwise stated in the seller's service description, the customer has no right to choose a specific person to perform the desired service.

8.2 The customer is required to provide the seller with all necessary and truthful information required for the provision of the owed service, unless the procurement of such information falls within the seller's duties according to the contract.

8.3 After the conclusion of the contract, the seller will contact the customer to arrange an appointment for the owed service. The customer is responsible for ensuring that the seller or the personnel commissioned by the seller have access to the relevant customer facilities at the agreed time.

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

9. Repair Services

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

9.1 Repair services will be provided at the seller's location.

9.2 The seller provides his services at his discretion either personally or through qualified personnel selected by him. In doing so, the seller may also use the services of third parties (subcontractors) who act on his behalf. Unless otherwise stated in the seller's service description, the customer has no right to choose a specific person to perform the desired service.

9.3 The customer must provide the seller with all information necessary for the repair of the item, unless the procurement of such information is not part of the seller's contractual duties. In particular, the customer must provide the seller with a comprehensive description of the defect and inform them of all circumstances that could be the cause of the detected defect.
9.4 Unless otherwise agreed, the customer must send the item to be repaired at their own expense and risk to the seller's premises. 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 to reduce the risk of transport damage and to conceal the contents of the package. The seller will immediately inform the customer of any obvious transport damage so that the customer can assert their rights against the carrier, if applicable.

9.5 The return of the item shall be at the expense of the customer. The risk of accidental loss and accidental deterioration of the item shall pass to the customer upon handing over the item to a suitable carrier at the seller's business premises. At the customer's request, the seller will take out transport insurance for the item.

9.6 The customer may also personally deliver the item to be repaired to the seller's premises and collect it from there if this is indicated in the seller's service description or if the parties have made a corresponding agreement. In this case, the aforementioned provisions regarding the cost and risk of shipping and returning the item apply accordingly.
9.7 The aforementioned provisions do not limit the statutory warranty rights of the customer in the event of purchasing goods from the seller.

9.8 For defects in the repair services provided, the seller is liable according to the general provisions of the statutory warranty for defects.

10. Use of the Configurator

10.1 The seller is not obligated, but authorized, to make a so-called configurator available in the online store. It is a voluntary additional offer, for which the seller assumes no liability for its availability and functionality.

10.2 In particular, it should be noted that the configurator is solely for the visualization of product combinations as described below, which the customer enters there. The visualization consists of simplified graphic representations. Characteristics, details, and dimensions of the products may differ in reality from this simplified representation of the configurator. Therefore, only the product characteristics, details, and dimensions specified by the seller in the individual product offer description are binding for the contractual agreement.

10.3 The seller assumes no liability for the backup of configurations entered by the customer. Changes and usage rights to configurations made accessible by the seller are reserved. The granting of usage rights only occurs with the purchase and payment of the configured goods, related to their intended use.

11. Rental of Goods

11.1 The rental of goods shall, unless expressly agreed otherwise, be subject to advance payment of the rental price for the entire rental period.

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

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

11.4 The return or shipment of the rented item shall be at the expense and risk of the customer.

11.5 Unless otherwise provided above, the general statutory provisions for rental agreements shall apply.

12. Intellectual Property, Trademark and Usage Rights

12.1 Plans, drafts, prototypes, files, as well as all preliminary designs and other work results of the seller are protected by copyright, the provisions of which are considered agreed upon between the parties even if the level of creativity required under § 2 of the Copyright Act is not met.

12.2 The work results created by the seller are, to the seller's knowledge, independent creations. No assurance beyond this statement can be given for the novelty or uniqueness, for example, of a design draft, or for the legal effectiveness or durability of protective rights, nor for the absence of collision risks with older third-party protective rights regarding the subject of the contract.

12.3. Usage rights to the preliminary designs, variants, and studies of the delivered goods or services are not transferred, as they merely prepare the development and decision-making process for selecting a final design. Any imitation or other use of the designs of the seller or the elements or preliminary designs, variants, or studies is fundamentally prohibited and only permissible with our explicit permission. The release of editable files is only done on an explicit additional agreement in the presence of special reasons in individual cases and must be compensated separately.

12.4 The seller reserves all ownership and copyright rights 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. To the extent that usage rights are granted, they are presumed to be non-exclusive and limited to the expressly agreed purpose of use. In particular, this does not include the rights to edit, reproduce, and distribute.

12.5 The use of trademarks as well as type and/or business designations (hereinafter referred to as "marks"), which 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 statutory trademark rights and is alternatively agreed upon.

12.6 The seller reserves the right to refer to the collaboration with the customer in publications, exhibitions, and its own promotional materials (such as websites, social media, press releases) in an appropriate manner and to use illustrations of the product/work for this purpose, unless there are clear interests of the customer to the contrary.

12.7 Photographs produced by the seller and other images of goods may only be used by the customer to the extent that the seller has expressly provided them as promotional material for the distribution of the seller's products.

13. Applicable Law and Jurisdiction

13.1 For all legal relations of the parties, the law of the Federal Republic of Germany shall apply, excluding the laws on the international sale of goods.

13.2 If the customer acts as a merchant, a legal entity of public law, or a special fund under public law located within the territory of 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 located outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, if the contract or claims from the contract can be attributed to the customer's professional or commercial activities. However, in the aforementioned cases, the seller is entitled in any case to call the court at the customer's location.

MODULAP Systems GmbH & Co. KG

Lise-Meitner-Str. 6

45699 Herten

Tel 02366/504964-0

hello@modulap.de