General sales conditions for large customers

 

General Terms and Conditions of Sale (GTC) of ipuro GmbH, Lindleystraße 8 d, 60314 Frankfurt am Main

- As of: February 2026-

§ 1 General, scope

(1) These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The general terms and conditions only apply if the buyer is an entrepreneur (§ 14 BGB).

(2) The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the buyer's order or in any case in the version last communicated to him in text form also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our general terms and conditions apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This consent requirement applies in all cases, for example even if we carry out the delivery to the buyer without reservation despite being aware of the buyer's general terms and conditions.

(4) Individual agreements made with the buyer in individual cases (including additional agreements, additions and changes) always take precedence over these General Terms and Conditions. A written contract or our written confirmation is decisive for the content of such agreements.

(5) Legally relevant declarations and notifications that the buyer must make to us after the contract has been concluded (e.g. setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be in writing to be effective.

(6) References to the validity of legal regulations only have clarifying meaning. Even without such clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - to which we reserve ownership and copyright.

(2) The ordering of the goods by the buyer is considered a binding contract offer. Unless the order states otherwise, we are entitled to accept this contractual offer within 7 working days of its receipt.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer. 

§ 3 Delivery period and delay in delivery

(1) The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approx. 7 to 10 working days from the conclusion of the contract.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time inform the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse any consideration already provided by the buyer. A case of non-availability of the service in this sense particularly applies to failure to deliver on time by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or if we are not obliged to procure in the individual case.

(3) The occurrence of our delay in delivery is determined in accordance with the legal regulations. In any case, a written reminder from the buyer is required.

(4) The buyer's rights in accordance with Section 8 of these General Terms and Conditions and our legal rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or subsequent performance), remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, delay in acceptance, force majeure and obstacles to contract

(1) Delivery takes place ex warehouse, which is also the place of fulfillment for delivery and any subsequent fulfillment. At the buyer's request and expense, the goods will be sent to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular the transport company, shipping route, packaging).

(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon handover at the latest. However, when purchasing by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment upon delivery of the goods. If acceptance has been agreed, this is decisive for the transfer of risk. Otherwise, the statutory provisions of contract law apply accordingly to an agreed acceptance. The transfer or acceptance is deemed to be the same if the buyer is in default of acceptance.

(3) If the buyer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this we charge a flat rate compensation of EUR 150.00 per calendar day, starting with the delivery period or - in the absence of a delivery period - with the notification that the goods are ready for dispatch. Proof of greater damage and our legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; However, the flat rate must be offset against further monetary claims. The buyer is permitted to prove that we suffered no damage at all or only incurred significantly less damage than the above flat rate.

(4) Legally established or undisputed cases of force majeure, such as natural disasters, hurricanes, earthquakes, etc., release the obligation to deliver and/or accept the goods for the duration and extent of the disruption. If delivery and/or acceptance is exceeded by more than four weeks as a result of the disruption, both parties are entitled to withdraw. In this case, mutual claims are excluded

§ 5 Prices and payment conditions

(1) Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded apply, namely ex warehouse, plus statutory sales tax.

(2) When purchasing by mail order (Section 4 Paragraph 1), the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. The buyer is also responsible for any customs duties, fees, taxes and other public charges.

(3) The purchase price is due and payable within 10 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

(4) When the above payment deadline expires, the buyer is in default. During the delay, interest is to be paid on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected from merchants.

(5) The buyer is only entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counter-rights, in particular in accordance with Section 7 Paragraph 6 Sentence 2 of these General Terms and Conditions, remain unaffected.

(6) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's inability to pay, we are entitled in accordance with the statutory provisions to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of unreasonable items (custom-made items), we can declare withdrawal immediately; The legal regulations regarding the dispensability of setting a deadline remain unaffected. 

§ 6 Retention of title

(1) We reserve title to the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties access the goods belonging to us (e.g. seizures).

(3) If the buyer behaves in breach of contract, in particular if the purchase price due is not paid, we are 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 retention of title. The request for release does not also include a declaration of withdrawal; Rather, we are entitled to simply demand return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is unnecessary according to legal regulations.

(4) Until revoked in accordance with (c) below, the buyer is authorized to continue to sell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply.

(a) The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If third-party goods remain subject to ownership rights when processed, mixed or combined with goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

(b) The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the previous paragraph. We accept the assignment. The buyer's obligations mentioned in paragraph 2 also apply with regard to the assigned claims.

(c) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right in accordance with paragraph 3. However, if this is the case, we can demand that the buyer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer's request.

§ 7 Buyer’s claims for defects

(1) The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special legal regulations remain unaffected when the goods are finally delivered to a consumer (supplier recourse according to §§ 478, 479 BGB).

(2) The basis of our liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions that are the subject of the individual contract are deemed to be an agreement on the quality of the goods; It makes no difference whether the product description comes from the buyer, the manufacturer or us.

(3) If the quality has not been agreed, it must be assessed according to the legal regulations whether there is a defect or not (Section 434 Paragraph 1 Sentence 2 and 3 BGB). However, we assume no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The buyer's claims for defects require that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this immediately in writing. The notification is considered immediate if it is made within two weeks, whereby sending the notification on time is sufficient to meet the deadline. Regardless of this obligation to inspect and report defects, the buyer must report obvious defects (including incorrect and short delivery) in writing within two weeks of delivery, whereby sending the notification on time is sufficient to meet the deadline. If the buyer fails to properly inspect and/or report defects, our liability for the defect not reported is excluded.

(5) If the item delivered is defective, we can initially choose whether we provide supplementary performance by eliminating the defect (repair) or by delivering an item free of defects (replacement delivery). Our right to refuse supplementary performance under the legal requirements remains unaffected.

(6) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is appropriate in relation to the defect.

(7) The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us in accordance with legal regulations. The supplementary performance does not include the removal of the defective item or the re-installation if we were not originally obliged to install it.

(8) We will bear the expenses necessary for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs (not: removal and installation costs), if there is actually a defect. Otherwise, we can demand reimbursement from the buyer for the costs arising from the unjustified request to rectify the defect (in particular testing and transport costs), unless the lack of defect was not apparent to the buyer.

(9) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses. We must be notified immediately of such self-implementation, if possible in advance. The right of self-remedy does not exist if we would be entitled to refuse subsequent performance in accordance with the statutory provisions.

(10) If the subsequent performance has failed or a reasonable deadline to be set by the buyer for the subsequent performance has expired without success or is unnecessary according to the legal regulations, the buyer can withdraw from the purchase contract or reduce the purchase price. However, if the defect is insignificant, there is no right of withdrawal.

(11) The buyer's claims for damages or reimbursement of wasted expenses, even in the event of defects, only exist in accordance with Section 8 and are otherwise excluded.

§ 8 Other liability

(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions. (2) We are liable for damages - regardless of the legal basis - within the scope of liability for intent and gross negligence. In the event of simple negligence, we are only liable subject to a more lenient standard of liability in accordance with statutory provisions (e.g. for care in our own affairs).

a) for damages resulting from injury to life, body or health;

b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly trusts and may rely); In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 also apply in the event of breaches of duty by or on behalf of persons for whose fault we are responsible according to legal regulations. They do not apply if we have fraudulently concealed a defect or have given a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act. 

(4) Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate the contract if we are responsible for the breach of duty. The buyer's free right of termination (in particular in accordance with Sections 651 and 649 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

§ 9 Limitation

(1) Deviating from Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims based on material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

(2) However, if the goods are a building or an item that was used for a building in accordance with its normal use and caused its defects (building material), the limitation period is 5 years from delivery in accordance with the statutory regulations (Section 438 Paragraph 1 No. 2 BGB). Other special legal regulations regarding the limitation period remain unaffected (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 479 BGB).

(3) The above limitation periods of the purchase law also apply to contractual and non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, the buyer's claims for damages in accordance with Section 8 Paragraph 2 Sentence 1 and Sentence 2(a) as well as under the Product Liability Act only expire according to the statutory limitation periods.

§ 10 Choice of law, place of jurisdiction and effectiveness clause

(1) The law of the Federal Republic of Germany applies to these General Terms and Conditions and the contractual relationship between us and the buyer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Niedernberg, Germany. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.

(3) If individual clauses of these General Terms and Conditions are invalid in whole or in part, this will not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties must replace an ineffective regulation with a regulation that comes closest to the economic purpose of the ineffective regulation and is effective.

ipuro GmbH,
Lindleystraße 8 d, 60314 Frankfurt