Terms of service

of celexon Europe GmbH

§ 1 Scope of application

1. These General Terms and Conditions apply to all business relationships between celexon Europe GmbH - hereinafter referred to as ‘celexon’ - and the customer, in particular also to all contracts concluded via an online shop of celexon or via an online marketplace connected by celexon. The GTC apply irrespective of whether the customer is a consumer, entrepreneur or merchant. The version of the GTC valid at the time of conclusion of the contract is decisive.
   
   
2. Any provisions of the customer which conflict with or deviate from the Terms and Conditions of Sale shall not apply unless celexon has expressly agreed to their validity in writing.
   
   
3. Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting a deadline, notification of defects, cancellation or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
   
   
   

§ 2 Conclusion of contract and offer

1. Contracts are concluded exclusively with celexon Europe GmbH, Gutenbergstr. 2 in 48282 Emsdetten, registration court: Amtsgericht Steinfurt HRB 12284, managing director: Christoph Hertz.
   
   
2. The following applies to the conclusion of contracts in online shops:
   a) The presentation and advertising of the articles in celexon's online shop or via an online marketplace connected by celexon do not constitute a binding offer to conclude a purchase contract. Orders placed online (via the button ‘Order with costs’) by the customer are binding and can be accepted by celexon within two days; the right of the customer - insofar as he is a consumer - to cancel his order in accordance with § 9 remains unaffected by this.
   
   b) The purchase contract with celexon is not yet concluded by the order confirmation, but only when celexon sends the order or availability confirmation. The delivery or partial delivery of the ordered goods is equivalent to the aforementioned confirmation. In the case of payment in advance, the purchase contract is concluded with the despatch of the request for payment.
   
   c) If delivery of the goods ordered by the customer is not possible, for example because the goods in question are not in stock, celexon shall refrain from issuing a declaration of acceptance. In this case a contract is not concluded. celexon will inform the customer immediately and refund any payments already received without delay.
   
   
3. The following applies to all other contracts:
   a) celexon's offers are subject to change and non-binding. This also applies if celexon has provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards), other product descriptions or documents - also in electronic form - to which celexon reserves ownership rights and copyrights.
   
   b) The order of the goods by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, celexon is entitled to accept this contractual offer within 7 days of its receipt by celexon, unless the order is placed via an online marketplace. In this case, the rules of the respective online marketplace apply.
   
   c) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.
   
   

§ 3 Delivery and deadlines

1. celexon is not responsible for delays in delivery and performance which are beyond the control of celexon and which make delivery or performance significantly more difficult or impossible, e.g. strike, lockout, official orders, epidemics/pandemics, even in the case of bindingly agreed deadlines. This also applies if such circumstances occur at suppliers or their subcontractors. In this case, the agreed deadlines and dates shall be extended accordingly. celexon shall inform the customer of the occurrence and duration of such obstacles as soon as possible.
   
   
2. The goods shall be delivered by celexon or a transport company commissioned by celexon. The goods will be insured by celexon against loss and damage if the customer is a consumer. Any non-utilisation of the insurance must be notified to celexon in writing. In this case the customer bears the risk of deterioration or destruction of the goods.
   
   
3. The customer, who is a consumer within the meaning of Section 13 of the German Civil Code (BGB), is requested to notify the deliverer (carrier/postman) immediately of any externally visible transport damage and to obtain a receipt from the latter. However, failure to do so shall have no consequences for the customer's statutory claims (cf. § 5, 6 of these GTC).
   
   
4. In the event of justified indications of a risk of non-payment, celexon reserves the right to deliver only after receipt of the purchase price plus shipping costs (reservation of prepayment). If celexon makes use of the reservation of prepayment, celexon will inform the customer immediately. In this case, the delivery period begins with payment of the purchase price and shipping costs.
   
   

§ 4 Prices, offsetting

1. Unless otherwise indicated, the prices are inclusive of statutory value added tax and exclusive of packaging and transport.
   
   
2. 
   a) The following applies to celexon's online shops:
   The shipping costs are indicated in the prices in the online shop. The price, including VAT if applicable, and any shipping costs incurred are also displayed in the order form before the customer submits the order.
   
   b) The following applies to all other contracts:
   Unless otherwise agreed in individual cases, the current prices at the time the contract is concluded shall apply, ex warehouse, plus statutory VAT.
   
   
3. 
   a) The customer is not entitled to offset against celexon claims unless the counterclaims have been legally established or are undisputed. The customer is also entitled to set-off against celexon claims if he asserts notices of defects or counterclaims arising from the same purchase contract.
   
   b) As the purchaser, the customer may only exercise a right of retention if the counterclaim arises from the same purchase contract.
   

§ 5 Warranty

1. celexon is liable for material defects or defects of title of delivered items in accordance with the applicable statutory provisions, in particular §§ 434 ff. BGB and - if applicable - §§ 327 ff. BGB and §§ 475a ff. BGB.
   
   
2. The following provisions apply to entrepreneurs/merchants:
   
   (a) If the customer is an entrepreneur/merchant, he is obliged to inspect the goods immediately upon receipt in the event of obvious defects and, if a defect becomes apparent, to notify celexon immediately. In this respect, § 377 HGB applies. Non-recognisable defects must be reported in writing immediately upon discovery. If the customer fails to carry out the proper inspection and/or report defects, celexon's liability for the defect not reported or not reported in good time or not reported properly is excluded in accordance with the statutory provisions.
   
   (b) Insofar as the customer discovers a defect in the goods and a warranty case exists, celexon is entitled to rectify the defect free of charge or to make a replacement delivery. If celexon is not prepared to rectify the defect or supply a replacement or if a total of three attempts to rectify the defect fail, the customer is entitled to withdraw from the purchase contract or to reduce the purchase price.
   
   (c) If it emerges on examination of the notification of defects that a warranty case does not exist, celexon is entitled to invoice the customer for the expenses incurred as a result.
   
   (d) As far as used goods are concerned, the goods are sold under exclusion of liability for material defects. This exclusion does not apply to claims for damages arising from liability for material defects which are based on a grossly negligent or wilful breach of obligations by celexon or its vicarious agents or in the event of injury to life, limb or health.
   
   

§ 6 Retention of title vis-à-vis consumers

1. celexon retains title to the delivered goods until all claims arising from the delivery contract have been paid in full.
   
   
2. In the event of seizure or other interventions by third parties, the customer must inform the third party of the rights to which celexon is entitled to the purchased item and notify celexon immediately. If the customer violates this obligation, he shall be liable for the resulting damage. The customer is not authorised to pledge the items delivered subject to retention of title.
   
   

§ 7 Retention of title vis-à-vis entrepreneurs/merchants

1. Until full payment of all present and future claims of celexon arising from the purchase contract and an ongoing business relationship (secured claims), celexon retains title to the goods sold.
   
   
2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform celexon immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties have access to the goods belonging to celexon (e.g. seizure).
   
   
3. In the event of breach of contract by the customer, in particular non-payment of the purchase price due, celexon is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include a declaration of cancellation; celexon is rather entitled to demand only the return of the goods and to reserve the right to cancel the contract. If the customer does not pay the purchase price due, celexon may only assert these rights if celexon has previously set the customer a reasonable deadline for payment without success or if the setting of such a deadline is dispensable in accordance with the statutory provisions.
   
   
4. The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition.
   
   (a) The retention of title extends to the full value of the products resulting from the processing, mixing or combining of celexon's goods, whereby celexon is deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, celexon acquires co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title.
   
   (b) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share of celexon in accordance with the above paragraph. celexon accepts the assignment. The obligations of the customer stated in paragraph 2 shall also apply with regard to the assigned claims.
   
   (c) In addition to celexon, the customer remains authorised to collect the claim. celexon undertakes not to collect the claim as long as the customer fulfils his payment obligations to celexon, there is no deficiency in his ability to pay and celexon does not assert the retention of title by exercising a right in accordance with para. 3. However, if this is the case, celexon can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case celexon is entitled to revoke the customer's authorisation to resell and process the goods subject to retention of title.
   
   (d) If the realisable value of the securities exceeds celexon's claims by more than 10%, celexon shall release securities of celexon's choice at the customer's request.
   
   

§ 8 Data protection

All data transmitted by the customer shall be handled and processed by celexon in compliance with the relevant data protection regulations. The customer can find further information in the data protection information on the celexon website.

§ 9 Right of cancellation for consumers

Cancellation policy

Consumers have a fourteen-day right of cancellation.

Right of cancellation

You have the right to cancel this contract within fourteen days without giving any reason.

The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the goods.

In the case of a contract for several goods which you have ordered as part of a single order and which are delivered separately, the cancellation period begins from the day on which you or a third party named by you, who is not the carrier, have taken possession of the last goods.

To exercise the right to cancel, you must inform us (celexon Europe GmbH, Gutenbergstr. 2, 48282 Emsdetten, info@celexon.co.uk, Phone: 01508 535052) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You can use the model cancellation form, but this is not obligatory. You can use this sample cancellation form or fill out and submit our cancellation form electronically on our website. If you make use of this option, we will send you a confirmation of receipt of such a cancellation without delay (e.g. by e-mail). To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period expires.

The following applies to goods that can be sent by parcel post: You will receive a free return label from us by email and can use it to return the goods to us. Please send the goods unused, in their original packaging and in a break-proof packaging.

We will collect products that are sent at the standard rate but cannot be sent as parcels due to their nature (excessive lengths or bulky goods such as screens or furniture, for example) from your premises. You will be responsible for the costs of this collection. The costs for collecting a screen (mainland only) are EUR 35 or GBP 30 (incl. VAT) and for freight goods (mainland only) EUR 79 or GBP 70 (per pallet incl. VAT). Non-prepaid shipments will not be accepted.

Consequences of cancellation

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we receive the goods to be returned.

You may have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.

For the refund, we will use the same means of payment that you used for the original transaction. under no circumstances will you be charged any fees for this refund. We may refuse to refund you until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earliest.

Special notes

If you finance this contract with a loan and later cancel it, you are no longer bound by the loan agreement if both contracts form a single economic unit. This is to be assumed in particular if we are also your lender or if your lender makes use of our co-operation with regard to the financing. If we have already received the loan when the cancellation takes effect or when the goods are returned, your lender shall assume our rights and obligations under the financed contract in relation to you with regard to the legal consequences of the cancellation or return. The latter does not apply if the subject of this contract is the acquisition of financial instruments (e.g. securities, foreign exchange or derivatives). If you wish to avoid a contractual commitment as far as possible, make use of your right of cancellation and also cancel the loan agreement if you are also entitled to a right of cancellation for this.

End of the cancellation policy


Exceptions to the right of cancellation

The above-mentioned right of cancellation does not apply to contracts for the delivery of goods that are not prefabricated and for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.

 

Sample cancellation form


(If you wish to cancel the contract, please complete this information and return it to us).


To:

celexon Europe GmbH, Gutenbergstraße 2, 48282 Emsdetten, Germany, Phone: 01508 535052

E-mail: info@celexon.co.uk:

I/we (*) hereby cancel the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)

Ordered on (*)/received on (*)

Name of the consumer(s)

Address of the consumer(s)

Signature of the consumer(s) (only for notification on paper)

Date

___________________________

(*) Delete as appropriate

 

§ 10 Payment

1. All receivables are due upon invoicing. They are payable without discount, unless otherwise agreed. Invoices are generally issued upon delivery of the goods.
   
   
2. If the customer is a consumer within the meaning of § 13 BGB (German Civil Code), payment shall be made - as a rule, if possible in the respective online shop and/or online marketplace - either by cash on delivery, by advance payment, by invoice, by Paypal, by credit card or by EC card payment on collection. In the case of payment by direct debit (PayPal or credit card), the account is debited upon completion of the order. In the case of purchase on account, the invoice amount is payable within 8 days of receipt of the invoice, unless otherwise agreed. The customer shall automatically be in default if he fails to make payment on the invoice within 14 days of receipt of the invoice without the need for a further reminder from celexon.
   If the customer is a merchant/entrepreneur, payment shall be made as agreed.
   
   
3. If the customer is in default of payment, celexon is entitled to demand default interest in the amount of 5%, in the case of merchants in the amount of 9% above the base rate of the European Central Bank, unless the customer proves a lower loss or celexon proves a higher loss.
   
   
4. If the customer owes celexon several payments, celexon is entitled, despite the customer's repayment terms to the contrary, to first repay the debt due and, in the case of several debts due, the oldest debt in each case.
   
   

§ 11 Liability

1. ccelexon is liable to the customer in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or compensation for futile expenses.
   
   
2. In other cases, celexon is only liable - unless otherwise regulated in paragraph 3 - in the event of a breach of a contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (so-called cardinal obligation), limited to compensation for the foreseeable and typical damage. In all other cases, celexon's liability is excluded subject to the provision in paragraph 3.
   
   
3. The liability of celexon for damages arising from injury to life, body or health and in accordance with the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
   
   

§ 12 Limitation of liability towards entrepreneurs/merchants

1. Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
   
   
2. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the customer which are based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer in accordance with § 11 Para. 3 shall lapse exclusively in accordance with the statutory limitation periods.
   
   

§ 13 Severability clause

Should any provision of these Terms and Conditions of Sale be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions or of these Terms and Conditions of Sale as a whole.

§ 14 Place of jurisdiction, place of fulfilment, applicable law, contract language and dispute resolution

1. If the customer is a registered trader, the place of jurisdiction is the local court in Steinfurt. However, this does not preclude celexon from taking legal action at the court of the customer's place of residence.
   
   
2. The place of fulfilment is Emsdetten, provided the customer is a registered trader and the order confirmation does not state otherwise.
   
   
3. In the case of private end consumers who have a place of residence outside the European Union, the place of jurisdiction is the local court in Steinfurt. In the case of private end consumers within the European Union, the law of the end consumer's place of residence may be applicable if consumer law provisions are mandatory.
   
   
4. The contract language is German.