Our goods, services and offers shall be furnished exclusively on the basis of these General Terms and Conditions. They shall also be valid for all future transactions, even when they are not explicitly agreed upon anew. On placement of his/her order, the purchaser shall hereby agree to this contractual basis. The related service pages and catalogues also contain additional information on the ordering procedure, our contract terms and further handling of the contract.

 

1. Purchaser's duty to supply information
1.1. The purchaser shall be obliged to provide only truthful information at the time of registration (login/order). The purchaser shall inform us immediately about any changes to important data relating to our business relations (e.g. name, address, email address, consumer status) in the case of a current order or otherwise prior to the next order. If the purchaser provides us with false information, we shall be entitled to withdraw from already concluded contracts.
1.2. The purchaser shall ensure that the email address which he/she provides is contactable. The rights stipulated in Section 1.1. shall accrue to us if emails cannot be received due to their forwarding, cancellation of the email account or overfilling of the email in-box.

 

2. Conclusion and revocation of the contract
2.1. Our online catalogue shall be non-binding and shall be subject to the reservation of corresponding stocks or prompt delivery by our suppliers. On placing his/her order, the purchaser shall hereby declare with binding effect that he/she wants to purchase ordered goods (contract offer). We shall be entitled to accept all or part of this contract offer within our stipulated delivery periods by delivering the goods, sending a separate order confirmation or using another suitable method. The purchase contract shall come about through our express or final declaration of acceptance provided this is sufficient. We shall be under no obligation whatsoever to accept orders.
2.2. In the event of differences between the order and order confirmation, our declaration shall take precedence, unless the difference has to be regarded as a new contract offer.
2.3. If we make obvious mistakes, typing errors, printing errors and miscalculations during the presentation of an offer or as part of an order confirmation, they shall not be binding upon our company.
2.4. If the purchaser is a consumer as described in Section 13 BGB (German Civil Code), he/she shall be entitled within the statutory periods to revoke his/her order and return goods that have already been received. The costs of returning the goods shall be borne by the purchaser if the goods correspond to the particular order. If the purchaser used the goods prior to revocation and return, he/she shall compensate us for the use and deterioration of the goods. The compensation may amount to the actual purchase price in an individual case. If the purchaser only examined the goods in an appropriate manner, we shall not be entitled to compensation. We refer expressly to the detailed information regarding the preconditions and consequences of revocation on our related service page.

 

3. Prices
3.1. If the purchaser is an entrepreneur as described in Section 14 BGB (German Civil Code), the prices stated in our quotations shall be valid for 30 days from the day they are made. In other respects the prices quoted in the vendor’s confirmation of order exclusive of VAT shall be the decisive factor.
3.2. If the purchaser is a consumer, our prices shall be valid for a period of 6 months from the conclusion of the contract. If the period between the conclusion of the contract and the date of delivery exceeds 6 months, our prices at the time of delivery shall be valid. If the last-mentioned prices exceed the initial agreement by more than 10%, the customer shall be entitled to withdraw from the contract.
3.3. The prices shall include the value-added tax applying in Germany at the time of the order plus the flat-rate freight costs shown in the order. In the case of deliveries to a country which is not a member of the European Union, the price shall be reduced by the amount of German value-added tax. In this case, however, the purchaser shall immediately pay the customs duties and import turnover tax occurring at the time of importation. The purchaser shall release us in this respect from any claims.
3.4 If we make partial deliveries at the request of the purchaser, he/she shall pay the additional costs thus incurred.

 

4. Deliveries, force majeure
4.1 We shall endeavor to comply with provisional dates or delivery periods which are stipulated in our (online) catalogue. Unless otherwise expressly agreed, however, these provisional dates or delivery periods shall not be binding. The actual delivery periods shall be based in particular on the delivery periods of our suppliers. If the stipulated non-binding delivery periods are actually exceeded by more than two weeks, we shall inform the purchaser immediately. If the delivery periods are exceeded by more than two weeks, the purchaser – in case he/she is a consumer as described in Section 14 BGB (German Civil Code) – shall be entitled to inform us that he/she is withdrawing from his/her order. This statement by the purchaser shall be sent within one week, otherwise the new non-binding delivery period shall be deemed to have been approved.
4.2. In the event of temporary delivery delays due to force majeure (e.g. war, trade restrictions, strikes, traffic interruptions) and other unforeseen events for which we are not responsible, we shall be entitled to make delivery only after this problem has been rectified. We shall inform the purchaser immediately about the occurrence of such a problem. If the problem exists for more than two weeks beyond our regular delivery periods, both we and the purchaser shall be entitled to withdraw from the contract after granting a suitable period of grace.
4.3. If the purchaser is an entrepreneur, he/she shall be entitled to withdraw from the not fulfilled part of the contract after a suitable period of grace. If the delivery period delays or if we become free of our duties the purchaser shall not be granted any claims. We shall only be able to plead to these circumstances in case we notify the purchaser promptly.
4.4. The delivery period shall be extended without the need for us to make special reference to this fact if the purchaser chose the payment mode "cash in advance", but does not make any payment.

 

5. Default in acceptance
5.1. We shall be entitled to store the goods at the purchaser's risk and expense for the duration of default in acceptance by the purchaser. We may also use a freight-forwarding company or a warehouse in this respect. The storage costs shall be invoiced on a flat-rate basis at 1% of the net invoice value of the stored goods per month, but up to a maximum amount of €25.00. We shall be entitled to provide evidence of actual higher costs and to invoice them. The purchaser shall be entitled to prove that he/she incurred lower storage costs or did not incur any storage costs whatsoever.
5.2. If we withdraw from the contract as a result of default in acceptance by the purchaser, we shall be entitled to demand flat-rate compensation amounting to 25% of the agreed net invoice amount provided other statutory conditions are met. We shall reserve the right to enforce a claim for any actual higher damage. The purchaser shall be entitled to prove that no or lower damage was incurred.

6. Transfer of perils
Customer assumes all risks for any shipment the moment the shipment is transferred to the delivery agent or has left the elysia warehouse for shipment. Should shipment be delayed due to the purchaser’s wish, the purchaser assumes all risks upon notification that goods are ready for shipping.

 

7. Payment
7.1. Unless otherwise arranged, our invoices shall be paid by means of cash in advance.
7.2. Payment shall only be deemed to have been made when we can dispose of the amount.
7.3. The purchaser may only exercise a right of retention if his/her counterclaim is based on the same contract. The purchase may only exercise a right of offsetting if his/her counterclaim is final and absolute or has been recognized by us.

 

8. Warranty
8.1. All pictures which we use to depict goods on our website are merely specimen photos. They shall not represent a true-to-life reproduction of the respective product at any rate; they shall only serve as an illustration. The products may differ from the photo. The technical description of the product shall be the decisive factor.
8.2. Drawings, diagrams, technical data, weights, dimensions and performance descriptions shall be regarded as approximate values and shall only be binding if we expressly designate them as such in writing. Characteristics shall only be guaranteed within the meaning of Section 443 of the German Civil Code (BGB) if we expressly issue a corresponding warranty in writing. We shall reserve the right to make changes to the characteristics of the products prior to delivery, provided they do not affect the quality of the goods or only affect their quality to a slight extent. The manufacturer's product description shall only be regarded as the agreed characteristics of the goods, but not a description in public statements, declarations or advertisements.
8.3. Obvious defects in the goods shall be notified to us immediately after delivery in writing or by means of a phone call to our Service Hotline; otherwise our related warranty obligations shall not apply. Obvious and hidden shipping damage shall be notified to the driver and recorded at the time of delivery or within 7 days at the post office. The goods shall not be accepted in the event of substantial shipping damage. In the case of every formal complaint, the purchaser shall return to us the goods forming the subject of complaint along with the complete accessories and a copy of the delivery note with which the goods were delivered. The customer shall quote a RMA number which is notified to him/her after calling our Service Hotline and shall also enclose a precise description of the defect. The goods shall be returned in the original packaging.  In case of a mutual trading transaction Section 377 HGB (German Commercial Code) shall apply.
8.4. If the purchaser is a consumer the warranty period shall be 24 months from the date of delivery of the goods, if no other explicit arrangement has been made. If the purchaser is an entrepreneur the warranty period shall be 12 months from the date of delivery of the goods, if no other explicit arrangement has been made.
8.5. We shall assume no warranty for damage which was caused due to unsuitable or improper use, incorrect installation or commissioning by the purchaser or third parties, natural wear and tear, incorrect or negligent handling, unsuitable operating resources, non-compliance with operating and maintenance instructions, and improper modifications or repair work by the purchaser or third parties.
8.6. If the purchaser carries on using the goods in spite of knowledge of a defect, we shall only be liable for the original defect, but not for any damage which was caused through further use.

 

9. Liability
We shall be liable to pay unlimited compensation on account of the infringement of contractual and non-contractual obligations in the case of malice, intent and gross negligence. If we infringe a material contractual obligation due to negligence, our liability for damages shall be limited to typical contractual, foreseeable damage. This provision shall also apply to infringements of obligations by our vicarious agents. Any further claims shall be excluded. Our liability under the Product Liability Act, from a guarantee, or on account of physical injury shall not be affected.

 

10. Reservation of ownership
Our goods shall remain our property until the purchase price has been paid in full. The purchaser shall keep the reserved goods or our jointly owned product for us without remuneration. Pledges or assignments as security regarding our (jointly) owned goods shall not be permitted. In the case of attachments by third parties to the reserved goods, the purchaser shall make reference to our property and shall inform us immediately. The purchaser shall now assign to us by way of security all demands arising from resale or another legal reason (insurance, unauthorized handling) regarding the reserved goods.

11. Prohibition of assignment
Assignment of any demands or claims against us to third parties shall be excluded, unless we agree expressly to assignment in writing. We shall be obliged to agree assignment if the purchaser can prove a justified interest in assignment. The prohibition of assignment shall also apply to warranty claims.
 
12. Data protection
In accordance with the Data Protection Act, we shall be entitled to store and process data on the purchaser, which was received in connection with the business relations, if the data are necessary for the business relations. It shall make no difference whether these data are received from the purchaser in person or from third parties. Apart from statutory or official notification obligations, these data shall only be passed on to third parties with the permission of the purchaser.

 

13. Final provisions
13.1. German law to the exclusion of the UN Convention on the International Sale of Goods shall apply to business relations with the purchaser. The exclusive place of jurisdiction shall be the courts responsible for the Headquarters of elysia GmbH. We shall, however, have the right to take legal action against the purchaser before the courts having general jurisdiction for him/her.
13.2. If one of the clauses of these General Terms and Conditions is wholly or partially invalid, the validity of the other clauses shall not be affected.

 

Version: February 2006