Terms and Conditions
§ 1 Area of application
(1) These General Terms and Conditions (GTC) apply to all business relationships with us (Memodo GmbH) and our customers. Differing or conflicting terms and conditions of the customer shall only become part of the contract insofar as we have expressly agreed to their validity. Assent does not apply if we carry out the delivery to the customer unconditionally, knowing the terms and conditions of the customer.
(2) We offer our goods, services and training for sale or for booking only, as far as the customer being a natural or legal person or a legal partnership that, at the conclusion of the legal transaction in the exercise of their commercial or independent professional activities, practices (entrepreneurs according to § 14 BGB). A contract with consumers (§ 13 BGB) is excluded.
(3) The GTC apply in particular to contracts for the sale and / or delivery of goods, regardless of whether we manufacture the goods ourselves or purchase from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the customer's order.
(4) Legally relevant declarations and notifications of the customer with regard to the contract (e.g. setting of deadlines, notice of defects, withdrawal or reduction) shall be given in writing, i.e. in text form (e.g. letter, e-mail, fax). Statutory formal requirements and further proof, especially in case of doubt about the legitimacy of the declarant, remain unaffected.
§ 2 Conclusion of the contract on sale of goods and provision of services
(1) The details of contracts for the sale of goods and / or the provision of services, in particular the essential characteristics of the goods and / or services, can be found in the relevant quote (offer).
(2) Our deals/sale on the Internet are non-binding. This shall also apply if we provide the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - in which we reserve the rights of ownership and copyrights.
(3) The contract is concluded by order of the goods or service by the customer (contract offer) and by its acceptance by us. The acceptance of the contract offer takes place by confirmation in text form (e.g. E-Mail), in which we confirm the execution of the order or the delivery of the commodity to the customer (order confirmation). The mere confirmation of receipt or the order confirmation E-mail from the online shop does not constitute acceptance of the order. Unless otherwise stated in the customer's order, we are entitled to accept the contract offer of the customer within two weeks of its receipt.
(4) On request, we will provide you with an individual quote/offer, which we will send in text form and to which we will be bound to for five days. In these cases, the conclusion of the contract is subject to product availability by acceptance of our offer by appropriate order or confirmation of the offer by the customer.
(5) The goods offered on the online shop are only sold in standard commercial quantities, which are typically required for the implementation of individual photovoltaic systems with energy storage system in the residential sector. Larger quantities must be agreed with your Memodo contact person and will be offered and confirmed individually. Since the online shop generates automatic confirmations in accordance with the specified parameters, Memodo GmbH expressly reserves the right to cancel single large orders or multiple individual orders, generated within a period of two calendar days, within 5 working days.
We must be immediately informed in written form of any variation regarding the address, the ownership, the legal form of the company or any other circumstances affecting the economic situation of our customer. If it becomes apparent after conclusion of the contract that payment of our claims is at risk due to the customer's inability to pay, we retain the rights under § 321 of the German Civil Code (objection due to uncertainty). In this case we are entitled to demand payment or provision of security for claims arising from all existing contracts and to refuse fulfilment of all existing contracts until receipt of the advance payment or of provision of security.
§ 3 Conclusion of the contract for training sessions
(1) Details of the training session can be found in the respective quote/offer.
(2) Our training session quotes/offers on the internet are non-binding and do not constitute a binding offer to conclude a contract.
(3) You can submit a binding registration via the online registration system.
(4) Acceptance of the quote/offer (and thus the conclusion of the contract) is carried out by confirmation of registration in text form (e.g. E-mail).
(5) Upon request, we will send you an individual quote/offer, which will be sent to you in text form and to which we will be bound to for seven days. One accepts the offer with confirmation in text form.
(6) The processing of the registration and transmission of all information required, in connection with the conclusion of the contract, takes place partly by automated means (by E-mail). One therefore has to ensure that the E-mail address you provide us with is correct, that the receipt of the E-mail is technically ensured and, in particular, that no SPAM filters prevent this.
§ 4 Provision of services and training sessions
(1) Insofar as services being the subject of the contract, we owe the individual the services as described in the quote/offer. We provide these to the best of our knowledge and belief in person or by third parties.
(2) Insofar as a training session being the subject matter of the contract, the training is carried out in the form described in the respective quotes/offers on the agreed dates.
(3) As far as the execution of the training session depending on the number of participants, the minimum number of participants required will be shown in the respective quotes/offers. If the minimum number of participants is not reached, we will inform you, at the latest, two days before the start of the event in text form (e.g. by E-mail) about the cancelation of the booked training session. Any services already provided will be reimbursed immediately in this case.
(4) A free training session does not justify implementation.
(5) In connection with the use of training rooms and objects, you must comply with the local house rules. You must comply with our instructions or the instructions of the instructor.
§ 5 Delivery conditions
(1) The delivery dates quoted by us are non-binding delivery dates. The delivery dates are only binding if this has been specifically agreed upon. In the case of the option of payment in advance, the shipment of the goods takes place only after receipt of the full purchase price and the transport and shipping costs.
(2) If we cannot comply with binding delivery dates for reasons for which we are not responsible (e.g. unavailability of the goods), we will inform the customer immediately and at the same time notify the expected new delivery date. If the goods are not available within the new delivery date, the buyer will be informed immediately about the unavailability; In this case we are entitled to withdraw completely or partially from the contract. In the case of the non-availability of the goods, our entitlement to rescind shall apply if the supplier does not supply us and we are therefore not at fault for this.
(3) Delivery is carried out from the warehouse. The risk of accidental loss and accidental deterioration of the goods is transferred to the customer upon handover.
(4) At the request and expense of the customer, the goods may be sent to another destination (consignment purchase). In this case, the risk of accidental loss and accidental damage of the goods as well as the risk of delay already passes with delivery of the goods to the freight forwarder, the carrier or person/institution otherwise intended to carry out the shipment. In some cases, the delivery is made directly from the manufacturer to the customer (third-party business). Unless otherwise agreed, we are entitled to determine the nature of the shipment (in particular: transport company, shipping route, packaging). If desired by the customer, the shipment is made with a corresponding transport insurance.
(5) For orders via the online shop, delivery is only within Europe. For deliveries to other countries, please contact us directly.
(6) We are entitled to make partial deliveries if the partial delivery is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the customer incurs no significant additional expenses or additional costs (unless we declare ourselves ready to cover these costs).
(7) If the customer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a lump sum compensation of EUR 50.00 for handling costs. In addition, we charge a lump sum compensation of EUR 10.00 per calendar day, starting with the delivery date or (in the absence of a delivery period) with the notification of readiness for shipment of the goods. Proof of higher damages and our statutory claims (in particular compensation for additional expenditure, reasonable compensation, termination) shall remain unaffected; the lump sum is however to be calculated on further money claims.
(8) The ordered goods are reserved for the customer for 14 days from the date on which the goods are available. During this time, we will store your products in our warehouse. If payment is not made within this period, we reserve the right to cancel your order for a fee in accordance with article 9 (10). Alternatively, we will create a new order including a new shipping date calculated from the moment the new order is created and a new order price.
§ 6 Prices as well as transport and shipping costs
(1) The prices quoted by us and quoted in the respective offers and order confirmations - unless otherwise agreed in individual cases - are net prices plus statutory sales tax. If, between the conclusion of the contract and the agreed delivery date, there is a significant change in certain price-relevant cost factors, we reserve the right to adjust the agreed price, unless that less than four months have passed between the conclusion of the contract and the delivery date. The Purchaser is entitled to withdraw from the contract if the price increase exceeds the initially agreed price by more than 10% at the time of delivery.
(2) Transport, packaging and shipping costs are not included in the price and will be charged separately, unless a free shipping delivery has been agreed upon. The same applies to the costs of any transport insurance that may be required by the customer. Any duties, fees, taxes and other public charges are also to be paid by the customer.
(3) Orders placed through the online shop in Switzerland from a value of EUR 10,000.00 are free of transport and shipping costs and are duty paid but untaxed (import tax).
(4) Transport costs are calculated based on the weight and volume of the ordered goods. It does not matter how far the delivery address is from our warehouse. For solar panel shipments in quantities of up to 10 units as well as carrier profiles up to 12 units, a bulky surcharge of EUR 70.00 will be additionally charged.
(5) Transport costs for deliveries for other European countries are calculated on the basis of the weight and postal code of the recipient.
(6) In the case of energy storage systems, an hazardous goods surcharge is charged on all shipments. This amounts to 20.00 € for shipments within Germany and 30.00 € for shipments within Europe. In case of sea freight shipping, an additional amount of 35.00 € will be charged for the IMO declaration.
(7) In case of a VAT-exempt delivery pursuant to §§ 4 No. 1 letter b) in conjunction with § 6 a of the German VAT Law (UStG), the customer is obliged to sign a confirmation of receipt and return it to us stamped with the company seal. The confirmation of receipt must be returned within 30 days after delivery of the purchased item. If this is not returned, the value added tax will be charged subsequently. Ownership of the object of purchase is reserved until receipt of the confirmation of receipt or until payment of the recalculated value added tax.
§ 7 Terms of payment
(1) Memodo is entitled to send the invoice as an electronic document (e.g. PDF) by e-mail to the customer (electronic invoice). Paper invoices are made only at the discretion of Memodo or on a separate customer request. The customer has to inform us immediately and in writing of a change of the e-mail address to which invoices are to be sent. The sending of an invoice to the e-mail address last announced by the customer shall be considered to have been received if the customer has not disclosed to us a change of e-mail address.
(2) The customer has the different payment options offered during the order process or specified in the respective offer/quote. They can choose between a payment on account or by payment in advance. The payment on account is only possible after a successful credit check.
(3) Payment shall be due upon invoicing, unless otherwise agreed upon. In the context of an ongoing business relationship, we are always entitled to carry out a delivery in whole or in part only when payment in advance is the selected payment method.
(4) The deduction of a payment in advance discount is only permitted if explicitly stated in the respective offer/quote or in the invoice.
(5) The customer is only entitled to set-off or retention rights against payment claims insofar as it concerns claims from the same contractual relationship and the claims are legally established or undisputed.
(6) If, after conclusion of the contract, it becomes apparent (e.g. by application for opening of insolvency proceedings) that our claim to the purchase price is jeopardized by a lack of efficiency of the customer, we shall be entitled to withdraw from the contract according to the statutory provisions and, if applicable, after setting a deadline authorized by the contract (§ 321 BGB).
(7) We are entitled to assign claims against the customer to S-Factoring GmbH, Markt 7, 04109 Leipzig (factoring). In the case of factoring, payments with debt-discharging effect can only be made to S-Factoring GmbH, Markt 7, 04109 Leipzig Ostsächsische Sparkasse Dresden, IBAN: DE85 850 503 00 55 49 99 04 41, BIC: OSDDDE81XXX. In the case of factoring, we inform the customer (e.g. by means of appropriate instructions in the invoice).
§ 8 Retention of title
(1) We reserve the ownership of the sold goods until full payment of all our current claims from the current business relationship (secured claims).
(2) The goods subject to retention of title may not be pledged to third parties or transferred as collateral before full payment of the secured claims. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings has been filed or if access by third parties (e.g. seizure) takes place on the goods belonging to us.
(3) In the event of breach of contract by the customer, in particular in the case of non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and / or to demand the goods on the basis of the retention of title. The request for publication does not at the same time include the explanation of the resignation; rather we are entitled to demand only the goods and to reserve the right of withdrawal. If the customer does not pay the due purchase price, we may only assert these rights if we have unsuccessfully set a reasonable deadline for payment to the customer or if such a deadline is dispensable according to the statutory provisions.
(4) The customer is, as long as he is not in default of payment, authorized to resell the goods subject to retention of title in the ordinary course of business and / or process. In this case, the following additional provisions apply:
1. a) The reservation of title extends to the full value of the products resulting from the processing, remodeling, mixing or combination of our goods, whereby the goods are carried out for us and we are therefore considered to be the manufacturer, but without obligation for us. If the ownership rights remain with processing, transformation or mixing or connection with goods of third parties, we acquire co-ownership in proportion of the final invoice amounts (including value added tax) of the processed, mixed or connected goods. If the customer's item is to be considered as the main item, the customer shall transfer proportionate co-ownership to us as far as the main item belongs to him. The customer keeps our (co-) property free of charge. In addition, the same applies to the resulting product as to the goods delivered under retention of title.
2. b) The claims against third parties resulting from the resale of the goods or the product as well as those claims of the customer regarding the goods which arise for another legal reason against their customer or third parties (in particular claims for tort and claims for insurance benefits) including all balance claims from the current account, the customer assigns to us already in full / in the amount of our possible claims or our co-ownership share according to the preceding paragraph for security. We accept the assignment. The obligations of the customer mentioned in paragraph 2 also apply with regard to the assigned claims.
3. c) To collect the claim, the customer remains authorized alongside us. We undertake not to collect the claim, as long as it is not due or the customer meets its payment obligations to us, there is no defect of its capacity and we do not exercise the reservation of title by exercising a right. Paragraph 3 assert. If this is the case, we can demand that the customer notifies us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the customer's right to further sell and process the goods subject to retention of title, as well as the collection authorization.
4. d) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the customer.
§ 9 Warranty
(1) For the rights of the customer in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or defective assembly instructions), the statutory provisions apply, unless otherwise specified below. In all cases, the statutory special provisions on the final delivery of the unprocessed goods to a consumer remain unaffected, even if the consumer has further processed them (entrepreneurial regress according to § 478 BGB). Claims from entrepreneurial recourse are excluded if the defective goods are (e.g) further processed by installation in another product by the customer or another entrepreneur.
(2) The delivery of used items takes place with the exclusion of any warranty for material defects.
(3) Only our own information and the manufacturer's product description are deemed to be agreed as the quality of the goods, but not advertising, public statements and promotions by the manufacturer or other third parties. The customer does not receive any guarantees in the legal sense from us.
(4) The customer's claims for defects presuppose that they have complied with their statutory inspection and notification obligations (§§ 377, 381 HGB). The delivered items are to be examined immediately after delivery to the customer or to the third party determined by them. The examination must be carried out by competent specialist staff. If there is a defect in the delivery, the inspection or at any later point in time, we must be notified immediately in writing. In all cases, obvious defects must be reported in writing within seven working days of delivery and defects that cannot be detected during the inspection within the same period of time from discovery; timely dispatch is sufficient to meet the deadline. If the customer fails to properly inspect and / or report defects, our liability for defects that are not reported, or not reported on time or incorrectly, is excluded in accordance with the statutory provisions.
(5) If the delivered item is defective, we can first choose whether we provide supplementary service by removing the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary service under the legal requirements remains unaffected.
(6) We are entitled to provide the subsequent service owed depending upon whether the customer has paid the purchase price due. However, the customer is entitled to withhold a reasonable part of the purchase price in relation to the defect.
(7) The customer must give us the necessary amount of time and the chance to provide the subsequent service owed, in particular to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. The supplementary service does not include the removal of the defective item or the reinstallation if we were not originally obliged to install it.
(8) We bear or reimburse the expenses required for the purpose of testing and supplementary service, in particular transport, travel, labour and material costs, as well as any expansion and installation costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, we can demand reimbursement from the customer of the costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the customer was not aware of the deficiency.
(9) Claims by the customer for damages or reimbursement of futile expenses, even in the event of defects, only exist in accordance with §§ 10, 11 and are otherwise excluded.
(10) A return of purchased goods or cancellation is generally excluded. Should we accept a return or cancellation, a re-storage fee or cancellation fee of 12,5 % of the value of the goods will be charged, with a minimum of at least EUR 100.00. The item must be returned in perfect condition and in the original packaging. The customer is responsible for returning the goods. For products that are ordered individually in the customer order, the return or cancellation is excluded. If products are offered in sales-related campaigns such as the availability guarantee, promotions from manufacturers, comparable discounts such as an extended warranty or a free addition of other items, no cancellation is possible.
§ 10 Liability
(1) We are fully liable for damage from injury to life, body or health. Furthermore, we are liable without restriction in all cases of intent and gross negligence, in the case of fraudulent concealment of a defect, in the event of a guarantee for the quality of the goods and in all other statutory cases.
(2) In the event of simple negligence, we are only liable subject to a milder liability standard in accordance with legal regulations (e.g. for care in our own affairs)
1. a) for damage from injury to life, body or health,
2. b) for damage from the not inconsiderable breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner can regularly trust); in this case our liability is limited to the replacement of the foreseeable, typically occurring damage.
(3) The liability restrictions resulting from § 10 paragraph 2 also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for according to legal regulations. They do not apply if we maliciously concealed a defect or have assumed a guarantee for the quality of the goods and for claims by the customer under the Product Liability Act (Produkthaftungsgesetz).
(4) Due to a breach of duty that is not a defect, the customer can only withdraw or cancel if we are responsible for the breach of duty. In addition, the legal requirements and legal consequences apply.
(5) According to the current state of the technology, data communication via the Internet cannot be guaranteed to be error-free and / or available at all times. In this respect, we are not liable for the constant and uninterrupted availability of the website and the services offered there.
(6) The customer accepts that he must carefully review the texts and data provided and that Memodo cannot be held responsible for any possible errors. Memodo assumes no responsibility for material defects and defects of title concerning the text content, especially in relation to its correctness, accuracy, freedom from intellectual property rights of third parties, completeness and/or usability.
§ 11 Limitation
(1) Claims from material and legal defects become statute-barred one year after delivery, in deviation from § 438 Paragraph 1 No. 3 BGB.
(2) If the goods are in relation to a building or a thing that has been used for a building in accordance with its normal use and has caused its deficiency (building material), the statute of limitation is five years from delivery in accordance with the statutory provisions (Section 438 (1) No. 2 BGB). Other statutory special regulations on the statute of limitations remain unaffected (in particular § 438 Paragraph 1 No. 1, Paragraph 3, §§ 444, 445 b BGB).
(3) The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer in accordance with § 10 Para. 2 Clause 1 and Clause 2 (a) of these General Terms and Conditions as well as under the Product Liability Act, expire exclusively after the statutory limitation periods.
§ 12 Place of fulfilment, choice of law, place of jurisdiction
(1) The place of fulfilment for all delivery obligations on our part and for the other contractual obligations is our warehouse in 85435 Erding, Justus-von-Liebig-Strasse 1-3.
(2) The law of the Federal Republic of Germany applies to these general terms and conditions and the contractual relationship between us and the customer, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods.
(3)If the customer is a merchant as defined in the German Commercial Code, a legal entity under public law or a special fund under public law, Munich is the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer is an entrepreneur as defined in § 14 of the German Civil Code. However, we are also entitled to sue the customer at his place of business.
§ 13 Copyrights
We have copyrights to all pictures, films and texts that are published on our online shop. Use of the pictures, films and texts is not permitted without our express consent.
04.10.203
II Customer Information
1. Identity of the seller/ supplier
Memodo GmbH
Eichenstraße 11 a-d
85445 Oberding
Germany
Phone: 089 904 10 15 00
E-Mail: info@memodo-shop.com
2. Privacy Policy
We will only use all of the personal data you have provided (title, name, address, date of birth, email address, telephone number, fax number, bank details, credit card number) in accordance with the provisions of German data protection law.
You can access our data protection regulations at https://www.memodo-shop.com/data-protection/. If you have any questions or concerns about data protection, please contact our data protection officer: datenschutz@memodo.de