Terms and Conditions
General terms and conditions of spo-comm GmbH
spo-comm GmbH, Policies, Terms, and Conditions of Sale
General Conditions of Sale of spo-comm GmbH.
§ 1 Definitions
1.1. General Conditions of Sale: subject General Conditions of spo-comm GmbH.
1.2. Order: an order for products and/or systems and/or services placed by a customer on the website as defined under 1.12
1.3. Services: services provided by spo-comm GmbH in connection with the products and systems
1.4. spo-comm GmbH: spo-comm GmbH, established at Amtsgericht Nuernberg, Chamber of Commerce registration number: HRB22226
1.5. Customer: each natural person or legal entity which places an order with and/or enters into an agreement with spo-comm GmbH
1.6. Product: a product offered on the website by spo-comm GmbH
1.7. Tailor-made supply: a supply of products and/or systems which is based on instructions and/or specifications of the Customer
1.8. Agreement: agreement for the sale of products and/or systems and/or services by spo-comm to a Customer
1.9. System: a system assembled by spo-comm at the request and instruction of the Customer or a system to be assembled by the Customer on the basis of the products to be supplied
1.10. Volume order: an order whereby ten (10) or more equal products and/or systems are ordered at the same time
1.11. Website: website of spo-comm at http://www.spo-comm.de
1.12. Website content: the photographs, images, drawings, texts, collection of data, logos, specifications and other information such as is placed on the website from time to time
§ 2 Applicability
2.1. These General Conditions are applicable to all offers of, orders given, and all agreements with spo-comm. General Conditions or other terms and conditions of the Customer or as used by the Customer are explicitly excluded.
2.2. Spo-comm is entitled to amend these subject General Conditions. The amended General Conditions shall be placed on the website, with the date on which the amendments enter into force. Amended General Conditions shall be applicable to orders of the Customer as of the date of amendment.
2.3 The General Terms and Conditions of Business apply to entrepreneurs within the meaning of §§ 14, 310 Abs.1 BGB.
§ 3 User Registration
3.1 In addition to direct orders, you have the possibility to create your own user account and become our trade to our trading system. Only entrepreneurs are entitled to participate (see § 2 para. 2.3).
3.2 The data required for the creation of the user account are to be stated completely and truthfully by you. Subsequent changes to your personal data are to be entered by you on your own responsibility.
3.3 The password you choose must be kept secret under all circumstances and not be disclosed to third parties.
§ 4 Placement of an Order and Establishing of Agreement
4.1. An agreement shall not be established until the moment of sending by Spo-comm of a message that it is to proceed to deliver the products and/or systems and/or to provide the services ordered by the Customer. Hereby, the administrative records of Spo-comm shall be decisive. The mere sending of the confirmation of receipt with respect to the order shall not imply that an agreement has been established.
4.2. Spo-comm is entitled not to accept an order that has been placed and shall give notification of such to the relevant Customer.
4.3. Orders shall be processed exclusively during working days and during office hours.
4.4. Spo-comm offers a Customer the opportunity to follow the status of the order via an online tracking System. If the Customer has not received an ordered product within fourteen (14) days after the product has been shipped according to the tracking System, he is required to give immediate notification thereof to Spo-comm.
4.5. A Customer may request Spo-comm to issue a tailor-made quotation for special products and/or systems and/or a large volume of products and/or systems.
§ 5 Change to/Cancellation of Order
5.1. In the event Spo-comm has issued a tailor-made quotation in accordance with article 3.5, which quotation has been accepted by the Customer, the Customer may not cancel this order.
§ 6 Prices
6.1. The prices for the products, systems and services are specified on the website. The prices specified are exclusive of VAT; and are exclusive of all other taxes and levies imposed by the authorities; and are exclusive of shipment costs. If a minimum number is applicable to certain products or systems which may be purchased, this shall be specified on the website.
6.2. In the event prices or information is mentioned on the website, of which the Customer could or should reasonably have understood that these were apparently incorrect, Spo-comm shall be entitled at all times to refuse the order or cancel it, even if confirmation of the supply as referred to in article 3.1 has already been forwarded. The opinion of Spo-comm shall be decisive when establishing that the prices or information have apparently been incorrect. If necessary, any amounts then paid may be reimbursed by Spo-comm. If Spo-comm has already supplied products and/or systems to the Customer, of which Spo-comm has established within eight (8) days of receipt by the Customer that the supply has taken place on the basis of incorrect prices or information, the Customer remains obliged, at the request of Spo-comm, to pay the unpaid amount to Spo-comm within five (5) working days, or to return the products and/or systems received to Spo-comm, whereby the dispatch costs shall be for the account of Spo-comm.
6.3. The Customer may request from Spo-comm a quotation for volume orders. The quotation furnished by Spo-comm shall be exclusive of shipment costs. Unless otherwise specified, a quotation furnished shall apply for a period of fourteen (14) days after the date of the quotation.
§ 7 Payment
7.1. Customers are required to pay for products, systems and/or services in advance, unless agreed otherwise between Spo-comm and the Customer. The various methods of making payment and the conditions attached thereto are specified on the website.
7.2. The Customer may never be permitted to apply set off and/or to suspend payment.
7.3. In the event of exceeding the payment period, the Customer is, by operation of law, thus without giving notification of default, in breach and the statutory trading interest shall be applicable.
7.4. In the event the Customer has not paid the amount due within the specified period, Spo-comm may resort to judicial means or other collection measures. In that case, the Customer shall be required to reimburse the costs attached thereto to Spo-comm with a minimum of EUR 250,00 per invoice.
§ 8 Shipment, Delivery and Retention of Title
8.1. Spo-comm shall, after receipt of payment, proceed to shipment of the ordered products and/or systems, provided these are in stock.
8.2. The costs of shipment shall be for the account of the Customer and shall never be reimbursed by Spo-comm, unless otherwise agreed.
8.3. The expected times of shipment and delivery are specified on the website. These times are indicative only, they are not guaranteed and are not binding. Spo-comm provides for a tracking system, such that the Customer can follow the status of the order online.
8.4. The ownership and the risk of damage and loss of the products and/or the systems shall pass to the Customer at the moment that Spo-comm has in fact put the products and/or systems in the hands of the carrier.
§ 9 Backorder Policy
9.1. Products and/or systems which are temporarily not in stock, may be ordered. The expected delivery period is specified on the website. If a product and/or a system is ordered which is not in stock, the Customer shall be informed thereof and the Customer shall receive updates from time to time on the expected time of delivery. The availability of products and/or systems which are not in stock is dependent on the suppliers of Spo-comm. Spo-comm does not split up orders that have been placed if products and/or systems are temporarily out of stock, unless the Customer so requests, in which case, the shipment costs of each part delivery shall, in principal, be for the account of the Customer.
9.2. If Spo-comm is of the opinion that the delivery period for a product and/or system which is not in stock is reasonably too long, Spo-comm may decide to cancel the order. In that case, any amounts paid in advance shall be reimbursed.
§ 10 Investigation, Inspection and Claims
10.1. The Customer is required at all times to investigate whether and to what extent the products and/or systems it has ordered are suited to the purposes it envisions. This investigation obligation concerns, but is not limited to, the functional and technical applications of the products and systems, as well as the requirements in the area of safety.
10.2. If at delivery, a product and/or system is damaged, does not function or is incomplete, or if it is another product and/or system than was ordered, or which, according to the Customer, is not in accordance with the agreement, the Customer shall give notification thereof to Spo-comm within fourteen (14) days after receipt, on pain of expiry of the warranty as described in article 11 of these General Conditions. The RMA procedure as specified in article 10.1shall apply to the return of products and/or systems.
§ 11 Returns
11.1. Products may be returned under the terms and conditions as determined in this article 10. A product must be returned, complete with all accessories and other goods belonging thereto, in the original and undamaged packaging. Applicable to each return shipment is that irrespective of the reason for the return, an RMA (Return Merchandise Authorization) number must be requested via the website or the helpdesk. Return shipments without an RMA number shall be refused and returned to sender. RMA numbers are valid for fourteen (14) days of having been issued.
11.2. The Customer may return a product in exercising its right of withdrawal. This applies both to business Customers and to consumers, on the understanding that Spo-comm may charge administrative costs to business Customers. The withdrawal right entails that the Customer is entitled, for a period of fourteen (14) days after shipment of a product, to dissolve the agreement without stating the reasons therefore, and to return the product. During the period of the right of withdrawal, the Customer is required to treat the product, all the ancillary goods and the packaging with all due care.
11.3. The Customer shall bear the shipment and insurance costs of a return shipment, unless Spo-comm has made an error in the shipment. Amounts already paid by the Customer for returned products shall be reimbursed by Spo-comm within thirty (30) days after receipt of the return shipment.
11.4. The right of withdrawal shall not apply to (i) systems; (ii) products delivered on the basis of volume orders; and (iii) products which have been delivered on the basis of a tailor-made quotation as determined in article 3.5.
11.5. The following products may never be returned:
i. Products which have been damaged or modified by the Customer;
ii. Products which have become unusable due to users’ faults and/or viruses
iii. Products from which the warranty label has been removed or adjusted;
iv. Products without the original packaging and/or ancillary goods such as instructions, disks, cables et cetera;
§ 12 Warranty and Repair
12.1. As regards any material and manufacturing defects in products and systems, a warranty for two (2) years is applicable, commencing on the date of shipment of a product and/or a system, unless another warranty period is declared applicable for certain products and/or systems on the website. This warranty obligation implies that exclusively Spo-comm, at its own discretion (i) shall do all that is in its power to have any material and manufacturing defects in the products and systems, as well in the components which have been delivered by Spo-comm within the framework of the warranty, repaired within a reasonable period, free of charge; or (ii) shall replace the products and/or systems free of charge for other similar, but not necessarily identical, products and systems; or (iii) shall reimburse the amounts paid for the products and systems to the Customer. In order to claim on this warranty, the Customer must give notification of such to Spo-comm within one (1) year after shipment. Data conversion which is necessary as a consequence of repair or replacement falls within the warranty. The RMA procedure as referred to in article is applicable to the return of products and/or systems.
12.2. All replaced components shall become the ownership of Spo-comm. The warranty obligation shall lapse if defects in the products or systems are the consequence in full or in part of incorrect, careless or incompetent use, of outside causes such as falling or impact damage, and fire or water damage, or if the Customer, without the permission of Spo-comm, should introduce or have introduced modifications to the products and/or systems and/or components which are delivered by Spo-comm in the framework of the warranty. Spo-comm shall not withhold such permission on unreasonable grounds.
12.3. Each other claim, or claim which is farther reaching, of the Customer of non-conformity of the delivered products and systems than that determined in articles 11.1 and 11.2 of these General Conditions, this including a claim for compensation of damages of the Customer, is explicitly excluded. The Customer may not, in all events, invoke the non-conformity of the delivered products and systems if and insofar as the law denies it such appeal.
12.4. Costs of work and repair outside the framework of this warranty shall be charged by Spo-comm in conformity with its customary rates. In this case, the Customer shall bear the costs of the shipment and insurance costs of the return shipment. This equally applies if Spo-comm can find no material and/or manufacturing defects in the returned products and/or systems.
§ 13 Liability, force majeure and indemnification
13.1. Spo-comm and/or third parties which it engages in the establishment or the implementation of any agreement, this also including employees and Management Board Members of Spo-comm, shall not be liable for any damages arising from and/or related to the agreement or caused by any other reason, which the Customer or any third party involved in the implementation of the agreement should incur, directly or indirectly, irrespective of whatever the cause.
13.2. Without prejudice to the aforementioned, in all events, Spo-comm shall never be liable for:i. damages on account of non-delivery or non-timely delivery;ii. damages as a consequence of data, the lack of data, or incorrectness of data on the website, in quotations or other information furnished by Spo-comm;iii. consequential loss;iv. loss of profit and/or lost savings;v. diminished goodwill;vi. damages by business interruption;vii. damages by software delivered;viii. damages as a consequence of arrangements of customers of the Customer;ix. damages in connection with the use of goods, materials or software of third parties prescribed by Customer to Spo-comm, and damages bearing connection with the engaging of suppliers prescribed by the Customer to Spo-comm;x. loss and/or damage of the property of third parties which for the benefit of repair, storage or whatever reason are thus located at the business premises of Spo-comm;xi. damages on account of mutilation, destruction or loss of data, documents or other data.
13.3. If in any event, despite that determined elsewhere in this article and in these General Conditions, Spo-comm should be liable for any damages, Spo-comm shall solely accept liability insofar as such liability is covered and is paid out by its insurance, this up to the amount of the payment made by the insurance.
13.4. In the event that if in any case, the insurance should not proceed to payment, Spo-comm shall never be liable for more than the amount of the price stipulated for that agreement. If the agreement is principally in the form of a continuing performance contract with a duration of more than one (1) year, the price stipulated for the agreement shall be set for the total amount of the compensation (excl. VAT) as stipulated for one year. In no event, however, shall the total liability for damages of Spo-comm, for any reason whatsoever, amount to more than the sum of EUR 15,000 (fifteen thousand euros).
13.5. The Customer itself shall bear responsibility for having in its possession, the use or the sale of the products, systems and services ordered by the Customer, whether or not in conjunction with products, systems and services which have not been supplied by Spo-comm. The Customer herewith indemnifies Spo-comm against arrangements made relating to compensation of damages and costs in connection with products, systems and services supplied by Spo-comm.
§ 14 Non-attributable Shortcoming
14.1. Spo-comm shall not be liable if and insofar as its obligations cannot be fulfilled on account of force majeure (non-attributable shortcoming).
14.2. Force majeure shall be understood to be each cause, as well as each circumstance, which should not in reasonableness belong to the risk of Spo-comm. Delay by or non-performance (attributable shortcoming) of suppliers of Spo-comm, such as non-delivery or late delivery, transport difficulties, strikes, government measures, delay in the supply, negligence of suppliers and/or manufacturers of Spo-comm as well as of auxiliary persons, illness, accident or death of Management Board Members or personnel, defects in auxiliary means or transport means shall explicitly apply as force majeure.
14.3. Spo-comm shall, in the event of force majeure, be entitled to dissolve the agreement in whole or in part, or otherwise to demand that the content of the agreement be changed to such extent that implementation shall remain possible. In no event shall Spo-comm be obliged to pay any penalty or damages. Spo-comm reserves the right to payment for all products and systems already delivered and all services provided and of the costs incurred thereby.
§ 15 Dissolution
15.1. If the Customer does not, or does not timely or properly, fulfill its obligations vis-à-vis Spo-comm, or if it has applied/or is to apply for bankruptcy, is declared bankrupt, has requested suspension of payments, or has offered an arrangement or entered into a composition with its creditors or a part thereof, furthermore, in the event of attachments of its assets or a part thereof, or if it should proceed to sale or liquidation of its business, as well as in the event of death, being placed in receivership or in the event the Customer should lose control over or of the management of its business or a part thereof, the Customer shall be in default by operation of law and each claim, which is charged to or acquired by Spo-comm shall be immediately payable in one lump sum without notification of default thereof being required.
15.2. In the cases specified under article 14.1, Spo-comm is entitled, without any notice of default being required, to suspend unilaterally the further execution of the agreement or to have it dissolved in whole or in part.
15.3. Spo-comm is authorized at all times to claim damages from the Customer, as well as to repossess the goods delivered.
15.4. In the event the Customer wishes to dissolve the agreement, it is required at all times to first give Spo-comm notification of default in writing, and to grant Spo-comm a reasonable period to still fulfil its obligations, or to remedy shortcomings, which shortcomings the Customer is required to describe precisely in writing.
15.5. At no time shall the Customer be entitled to dissolve the agreement in whole or in part, or to suspend its obligations, if the Customer itself was in default of the fulfillment of its obligations.
15.6. In the case of dissolution of the agreement in whole or in part, the Customer may not make claim on or undo performances already carried out by Spo-comm, and Spo-comm has a full, unimpaired, right to payment for performances it has already carried out.
§ 16 Website and Links to Other Websites
16.1. Although the information on the website has been compiled with all due care, Spo-comm cannot guarantee that it is accurate, complete, or up-to-date. The information may be changed at any times, without further notification. Spo-comm is entitled to cease making the information available on the website or to restrict the access thereto.
16.2. Spo-comm is not liable for any damages arising from the use of (or impossibility of using) the website, this including damages as a consequence of viruses or incorrectness or incompleteness of information. Spo-comm is furthermore, not liable for damages as a consequence of the use of electronic means of communication with the website, this including – but not limited to – damages as a consequence of non-delivery or delay in the delivery of electronic messages, interception or manipulation of electronic messages by third parties or by software/apparatus used for electronic communication and the transmission of viruses.
16.3. The website of Spo-comm contains links to external Internet pages. Spo-comm is not liable for the use of or for the content of those pages so linked, or for those of Internet pages which contain links to the Spo-comm website.
§ 17 Intellectual Property Rights
17.1. Intellectual property rights, those in all events including the copyright and the databank right, with regard to the website content and the look and feel of the website are vested exclusively in Spo-comm and/or its licensors.
17.2. The content of the website is exclusively intended to inform Customers about products, systems and services of Spo-comm and to offer Customers the opportunity to buy those products, systems and services. Thereby, the Customer is not permitted (i) to remove or to change any notice concerning copyrights, brands, trade names or any other intellectual property right; (ii) to change the content of the website; and/or (iii) to download such large amounts of the content of the website to a database or other computer in order to use those parts of the content of the website instead of using the content of the actual website at http://www.spo-comm.de/
17.3. It is forbidden to copy, reproduce, upload, download, post on other sites, reproduce in other frames or to use the content of the website or parts thereof for purposes other than those specified in article 16.2.
§ 18 Privacy
18.1. Spo-comm processes personal data in accordance with the Germans Personal Data Protection Act and other applicable legislation and regulations. The privacy rules and regulations upheld by Spo-comm are specified on the website.
§ 19 Complaints handling scheme
19.1. If a Customer has a complaint, it may address such complaint to Spo-comm by e-mail or by ordinary mail. The contact data of Spo-comm are specified on the website. Spo-comm shall contact the Customer as soon as possible once in receipt of the complaint.
§ 20 Miscellaneous
20.1. Spo-comm focuses primarily on business Customers. Persons who are not acting in the operation of a profession or business – e.g. consumers – are, however, welcome and may order products and services via the website of Spo-comm. A consumer may at all times invoke the mandatory provisions of consumer law.
20.2. Oral arrangements are only valid if they are confirmed by e-mail or in writing.
20.3. In the event one or more provisions of the agreement between Spo-comm and the Customer should turn out not to have binding effect, the remaining provisions of that agreement shall remain in full force between parties.
20.4. Parties undertake to replace the non-binding provisions by such provisions, which are binding and which – in light of the objective and purport of the agreement – deviate as little as possible from the non-binding provisions.
§ 21 Competent Court/ Applicable Law
21.1. The laws of the Germans are exclusively applicable to these General Conditions of Sale and to all agreements, orders, quotations, supplies, the website and to each other possible legal relationship with a Customer. Applicability of the Vienna Sales Convention is explicitly excluded.
21.2. All disputes which may arise between Spo-comm and the Customer shall exclusively be settled before the competent Court at Nuremberg.