General Terms and Conditions for the Online Shop of stalando GmbH

§ 1 General / Scope of Application

1.1 Provider and Contractual Partner

stalando GmbH
Bubensulz 9
72358 Dormettingen
Deutschland

Telephone: 0049 - (0)7427-508 29 90
Fax: 0049 (0)7427-508 29 99
E-Mail: info@stalando.de

Managing Director: René Vierath

Commercial Register: District Court Stuttgart HRB 775394

VAT lD No: DE286456416

Person responsible for content (also responsible within the meaning of § 55 RStV):
René Vierath
Bubensulz 9
72358 Dormettingen

1.2 These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) apply to all legal transactions concluded with contractual partners (hereinafter “Customers”) by stalando GmbH, Bubensulz 9, 72358 Dormettingen, Germany (hereinafter “stalando”, “we” or “us”), unless otherwise provided below. They apply exclusively to the stalando online shop and not to other branches of business of stalando GmbH.

1.3 The business relationship between stalando and its Customers is governed exclusively by the following General Terms and Conditions of Sale and Delivery in the version valid at the time of contract conclusion. Deviating, conflicting or supplementary terms and conditions of the Customer shall not apply to stalando and are hereby expressly rejected. They shall only become part of the contract if stalando has expressly acknowledged them in writing. These GTC shall also apply to all future legal transactions with the Customer, even if no explicit reference is made to these GTC in each case.

1.4 Sales are made exclusively to entrepreneurs as defined in § 14 BGB (German Civil Code): an entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of his or her commercial or independent professional activity. These GTC do not apply to consumers within the meaning of § 13 BGB, since no sales are made to consumers.

§ 2 Offer and Conclusion of Contract

2.1 Our offers are non-binding unless expressly designated as binding. Obvious errors in an offer may be corrected by us at any time prior to acceptance of the order. Upon request, stalando will prepare an offer specifying the individual goods or services, the price, and the expected delivery date. If the Customer accepts this offer by means of a written declaration, the contract shall be concluded under the individual terms agreed therein and the general terms set out herein. The same applies conversely if the Customer makes an offer to stalando which is then accepted. Modifications shall be deemed to constitute a new offer until one of the parties accepts the offer without amendments. To avoid misunderstandings, contracts may only be concluded through written declarations – including by e-mail. Verbal statements must be confirmed in writing by both contracting parties to be effective.

2.2 The stock levels displayed in our online shop are linked to the ordering system. The available quantity of each item and the estimated delivery time are shown; however, these details serve only as a general guideline and are not binding.

2.3 A Customer’s order constitutes a binding offer to conclude a purchase contract. We are entitled to accept this offer within a period of three weeks. The confirmation of receipt of the order does not yet constitute acceptance by stalando. A legal transaction shall therefore only come into existence upon separate written declaration of acceptance or upon delivery of the goods in accordance with these GTC.

The Customer is entitled to modify an order in the online shop only until the ordering process is completed. Later modification requests must be submitted to stalando in writing. Stalando will take such requests into account where possible; however, the Customer has no legal claim to this. Later modification requests shall only be deemed accepted when stalando has expressly confirmed them in writing. Any additional costs incurred shall be borne by the Customer.

Stalando is entitled to reject acceptance of the order - particularly after verification of the Customer’s creditworthiness - or to make acceptance conditional upon the provision of adequate security following a legally valid order.

2.4 If the manufacturer/supplier of stalando is unable to produce and/or deliver the ordered goods, stalando is entitled to withdraw from the contract with the Customer. Payments already made shall be refunded immediately. Further claims by the Customer are excluded.

2.5 When an online order is placed, the contract text is stored by stalando and sent to the Customer, together with the legally incorporated General Terms and Conditions of Sale and Delivery, by e-mail after conclusion of the contract. The contractual language is German.

2.6 Information contained in catalogues, price lists or purchase proposals is non-binding. The contractual conditions specified in the online order or individually agreed upon in writing and confirmed by the order confirmation shall prevail.

2.7 Custom-made products are items that are not manufactured in series or not listed in price lists. This also applies to colour schemes. The surcharges applicable to custom-made products must be requested by the Customer before placing an order or within the scope of modification requests pursuant to Section 2.3. The conditions individually agreed upon and confirmed by the order confirmation shall apply.

2.8 Serially manufactured products are sold according to samples or illustrations. There is no claim to delivery of display items unless otherwise agreed upon at the time of contract conclusion. The Customer may only demand quality standards that are reasonable or customary for goods in the price category of the ordered items.

§ 3 Cancellation - Return of Goods - No Right of Withdrawal

3.1 As the Customer acts as an entrepreneur, no right of withdrawal applies. No special right of rescission is granted. Any cancellation of a concluded legal transaction shall require a written contractual agreement. The Customer has no legal entitlement to cancellation of the contract.

3.2 In the case of custom-made products, contract cancellation is excluded. The return of damaged goods is also excluded.

§ 4 Prices, Delivery, Installation and Service Costs

4.1 Our prices are quoted as net prices, plus the applicable value-added tax. Unless expressly agreed otherwise, prices are quoted in euros.

4.2 Prices are, unless expressly agreed otherwise, subject to change and are based on the current cost factors. Should changes in such cost factors occur prior to the delivery date—e.g., due to increases in the price of raw materials, wage increases or currency fluctuations—we reserve the right to adjust our prices accordingly.

4.3 Where the size of an item permits shipment by pallet, this shipping method shall be used. Otherwise, stalando will commission a forwarding agent to transport the product safely to the Customer. The amount of shipping costs will be displayed during the order process and prior to conclusion of the contract. Stalando offers the option of calculating the most economical shipping rate through an individual shipping cost calculation. Delivery within the mainland territory of the Federal Republic of Germany shall be made to the kerbside of the Customer’s premises (shipment to islands only upon request). The Customer must ensure that access for a 38-ton lorry is possible on site.

4.4 Installation and other service performances are additional services and are not included in the delivery scope, even upon request of the Customer. Such services will be carried out by us at or after delivery only upon prior separate order and require timely agreement.

§ 5 Place of Performance - Sale by Dispatch - Transfer of Risk - Incoming Inspection

5.1 The place of performance for delivery is the respective storage location of the goods at stalando. If no delivery location is specified, the registered office of stalando (see 1.1) shall be the place of performance. Our registered office is also the place of performance for payment.

5.2 The risk of loss or damage to the goods shall pass to the Customer, in the case of collection ex warehouse, upon handover of the goods to the Customer.

5.3 Shipment shall take place at the Customer’s request. Unless otherwise agreed, the goods shall be dispatched from the place of performance to the address or place of business specified by the Customer (§ 447 BGB). The risk shall then pass to the Customer as soon as the sold goods are handed over to the carrier, freight forwarder or any other person or institution designated to perform the dispatch. This applies to all shipping transactions, including “free-on-board,” “free delivery,” or transport by our own vehicles. In the latter case, liability under § 278 BGB is excluded.

5.4 For orders outside the Federal Republic of Germany, delivery shall be made EXW (Incoterms® 2010), plus packaging costs. The delivery / place of performance is the respective storage location of stalando and shall be specified prior to conclusion of the contract; if no location is named, the registered office of stalando (see 1.1) shall apply. Any documents required for shipment must be requested by the Customer. The Customer agrees to receive such documents electronically wherever practicable.

5.5 The Customer is obliged to inspect the goods immediately upon delivery for transport damage and to have such damage confirmed by the carrier without delay, and to notify us in writing within three working days (see also Section 9). Complaints must contain a detailed description of the defect. Section 9.6, sentences 1 and 2 also apply where deviations in quantity and/or weight are apparent upon delivery. As an entrepreneur, the Customer is subject to the commercial duty of inspection and notification under § 377 HGB. If he fails to comply with this duty, the performance items shall be deemed accepted. See also the provisions in Section 9.6.

5.6 Refusal of acceptance due to transport damage is not permitted. Any storage and freight costs arising therefrom shall be borne by the Customer.

§ 6 Delivery - Delivery Time

6.1 Delivery shall be made upon request of the Customer. The desired delivery date must be indicated during the ordering process. Agreements on binding delivery dates require our express written confirmation. The commencement of the delivery period indicated by us furthermore presupposes the clarification of all technical and commercial questions.

6.2 Unless expressly agreed otherwise in writing, delivery dates or periods communicated during the course of contract processing are for information purposes only and do not constitute guarantees. Delivery time is generally specified in calendar weeks.

6.3 If expressly guaranteed delivery dates are not met, the Customer shall be entitled to grant us a reasonable grace period and, if this period expires unsuccessfully, to withdraw from the contract. A grace period of ten weeks shall be deemed reasonable.

6.4 We shall be entitled to make partial deliveries and partial performance at any time, provided this is not unreasonable for the Customer.

6.5 Delivery times are subject to reservations arising from unforeseen obstacles, both in our own operations and those of our suppliers, as well as from force majeure. These include, in particular, unforeseeable events such as official interventions, operational disruptions, labour disputes, war, civil war or natural disasters. In all such and similar cases (hindrances and force majeure), we shall be entitled to postpone delivery and/or other performance by the duration of the obstruction plus a reasonable start-up period. The Customer shall be informed thereof without delay. If the obstruction lasts longer than four months, both parties shall be entitled to withdraw from the contract with respect to the unfulfilled part without the right to claim damages.

6.6 If deliveries are not accepted by the Customer in due time, we shall, contrary to Section 7.1, be entitled to charge the Customer immediately for the delivered goods including any additional costs incurred (e.g., due to storage).

§ 7 Payment

7.1 Terms of payment shall be agreed separately. Payment by bill of exchange or cheque is excluded. Payment shall be made in advance, via PayPal or on account, according to the following provisions:

- Advance payment: If the payment method “advance payment” is selected, we shall state our bank details in the order confirmation and deliver the goods after receipt of payment.
- PayPal: The Customer shall pay the invoice amount via the online provider PayPal. The Customer must be registered there or register first. After authentication with the login data, the Customer can confirm the payment instruction to us. Further details are provided during the ordering process.
- Invoice: subject to separate agreement.

7.2 Unless otherwise agreed, the purchase price for sales on account is due for payment within ten days after delivery. If the payment period expires without payment, the Customer shall be in default without further reminder. Default interest shall be charged at 9 percentage points above the applicable base rate p.a. We reserve the right to assert a higher default loss. In the event of default by the Customer, all other non-due or deferred claims shall become immediately payable without any special reminder; stalando shall then be released from its obligation to further performance.

7.3 The Customer may only set off counterclaims that are acknowledged by us or established by a final court judgment. Rights of retention may only be exercised by the Customer on the basis of claims arising from the same contractual relationship.

7.4 If, after conclusion of the contract, circumstances become known to us which indicate the Customer’s lack of creditworthiness, we shall, without prejudice to all other rights, be entitled at our discretion to withdraw wholly or partially from all contracts not yet completely fulfilled, to collect the value of the delivery by cash on delivery, or to demand advance payment or provision of security for further deliveries.

7.5 We may also withdraw from the contract if the Customer files an application for the opening of insolvency proceedings over its assets, insolvency proceedings are opened upon application by a third party, or the opening is rejected for lack of assets, unless insolvency law provisions prohibit such withdrawal.

§ 8 Retention of Title - Security Assignment - Seizure

8.1 Until fulfilment of all claims (including any balance claims from current account) to which we are entitled against the Customer now or in the future, irrespective of their legal basis, the goods delivered by us shall remain our property (retention of title). We shall release these securities upon written request and at our discretion if and to the extent that their value sustainably exceeds our claims by 10 %.

8.2 If our ownership expires through processing, combination or mixing, we shall acquire co-ownership of the new goods or mixed stock in proportion to the value of our goods to the value of the finished goods. Furthermore, it is hereby agreed that the Customer’s (co-)ownership of the uniform item shall pass to us on a pro-rata basis (invoice value). The Customer shall store our (co-)property free of charge. Goods in which we have (co-)ownership shall hereinafter be referred to as “retained goods.”

8.3 The Customer is entitled to process and resell the retained goods in the ordinary course of business as long as he is not in default. Pledging or transfer by way of security is not permitted. The Customer hereby assigns to us in full, by way of security, all claims against third parties arising from the resale or from any other legal ground (damage, loss, destruction, insurance, tort) in respect of the retained goods (including any balance claims from current account). We hereby accept this assignment. We hereby revocably authorise the Customer to collect the claims assigned to us for our account in his own name. This authorisation to collect may be revoked if the Customer does not duly meet his payment obligations.

8.4 The Customer shall, upon request, immediately notify us of the inventory of the claims assigned to us, providing all information necessary for collection, hand over all documents required for collection, and, upon our request, refrain from collecting the claims assigned to us.

8.5 In the event of third-party access to the retained goods, particularly in case of seizure, the Customer shall draw attention to our ownership and notify us immediately in writing, submitting all documents required for intervention. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable.

8.6 In case of conduct contrary to the contract by the Customer – particularly payment default – we shall be entitled to take back the retained goods or, if applicable, to demand assignment of the Customer’s claims for restitution against third parties. Neither the taking back nor the seizure of the retained goods by us shall constitute withdrawal from the contract.

8.7 If the goods are transported by the Customer to a place outside the local jurisdiction of the German courts and the purchase price has not been paid, the downstream Customer of the Customer shall be obliged, in particular, to ensure that we remain owners of the delivered goods until payment is made, or that a corresponding security right in our favour is established. The Customer is obliged to inform us accordingly.

8.8 The purchaser shall insure the goods subject to retention of title adequately against fire and theft. Claims against the insurer arising from a loss event are hereby assigned to us in the amount of the value of the retained goods.

8.9 In the event of insolvency, the retention of title shall apply to all goods delivered by us that are part of the estate or located therein, including goods already paid for by the buyer, until all our claims have been fulfilled. If the buyer ceases payment before paying us for the delivered goods, we shall, pursuant to §§ 47, 48 InsO, have the right to separate the goods from the estate or to demand substitute segregation.

§ 9 Complaints / Warranty

9.1 All items in stalando’s product range are new goods only. However, guarantees shall be assumed by stalando only on the basis of individually agreed, written arrangements.

9.2 Unless otherwise stipulated below, warranty shall be governed by the statutory provisions. For new goods, the warranty period is one year from transfer of the goods. stalando is entitled, at its discretion, to rectification of defects or replacement delivery pursuant to § 439 BGB. The limitation period shall not recommence automatically in the event of a replacement delivery unless stalando expressly confirms this. Should reimbursement of expenses pursuant to § 478 (2) BGB be claimed, this shall be limited to a maximum of 2 % of the original goods value. Claims based on § 478 BGB are excluded by the 12-month warranty period as an equivalent compensation pursuant to § 478 (4) sentence 1 BGB.

9.3 stalando points out that product images may in individual cases differ slightly from the actual condition. The colour and size designations indicated in our publications (catalogue, internet, etc.) are not subject to standards. The display is, for example, influenced by the settings of the reproducing monitor. Such deviations therefore do not constitute grounds for complaint. In particular, no warranty is assumed for exact conformity with colour samples or for absolute uniformity of different furniture items with veneered surfaces. The same applies to surface finishing of metal products. Furthermore, no warranty can be assumed for colour deviations of lacquered parts and differences in covering materials (batch-related technical tolerances). Technical values and product characteristics stated in our publications depend on the Customer’s field of application, are non-binding for stalando, and do not represent guaranteed properties. Commercial deviations in output, weight and colour do not entitle to complaints regarding deliveries; illustrations, dimensions and weights in our publications, offers and order confirmations are approximate only. Deviations in dimension, weight, quantity and quality are permissible within commercial tolerances or relevant standards. No guarantee is assumed for their observance.

9.4 Warranty does not cover wear and tear resulting from intended use, damage caused by improper handling (such as damp new buildings, storage in humid rooms, excessive heat exposure, improper cleaning or operation, wilful damage, etc.), light exposure, excessive stress, unsuitable operating means, defective construction work, unsuitable building ground, or other special external influences not assumed under the contract. If improper modifications or repair work are carried out by the Customer or by third parties, no warranty claims shall exist for these or resulting consequences.

9.5 The limitation period for warranty claims is one year from transfer of risk. Statutory limitation periods for recourse claims under § 478 BGB remain unaffected. Statutory provisions concerning hidden defects, wilful or grossly negligent breach of duty by stalando, or fraudulent concealment of a defect likewise remain unaffected. Statutory provisions on suspension and recommencement of limitation periods remain unaffected.

9.6 Warranty liability arises only if the defect is reported to us in writing without delay upon discovery. The defective item must be submitted to us for inspection or made accessible at any time. Obvious defects must be notified by the Customer in writing without undue delay, but no later than three working days after performance. Hidden defects must likewise be reported in writing without undue delay, but no later than three working days after discovery within the warranty period referred to in Section 9.4.

9.7 Where defects are apparent upon delivery, the Customer must notify the carrier of such defects upon receipt of the goods and have the complaint certified. Complaints must contain a detailed description of the defect. Section 9.6 sentences 1 and 2 apply accordingly if deviations in quantity and/or weight are apparent upon delivery.

9.8 Replacement deliveries shall only be made concurrently with return of the original delivery. If return is not possible for the Customer, he shall instead be obliged to pay compensation in value. Furthermore, the Customer is obliged to surrender any benefits of use.

9.9 In the event of complaints, the Customer may withhold payments only to the extent that such retention bears a reasonable proportion to the material defects that have occurred. If the complaint proves unfounded, we shall be entitled to claim compensation from the Customer for the expenses incurred thereby.

9.10 In the event of justified rescission of the contract or mutually agreed cancellation, the goods shall be collected by stalando. Returns may only be made with our prior written consent.

9.11 Further claims of the Customer arising from or in connection with defects, irrespective of the legal ground, exist only in accordance with the provisions of Section 10, unless they concern claims for damages due to the absence of a guaranteed quality and/or durability. For damage based on the absence of guaranteed quality or durability but not occurring directly on the goods, we shall be liable only if the risk of such damage is evidently covered by the guarantee of quality or durability.

§ 10 Liability

10.1 We shall be liable without limitation for intent and gross negligence.

10.2 For simple negligence – except in cases of injury to life, body or health – we shall be liable only for the typical, foreseeable damage arising from breach of essential contractual obligations (cardinal obligations). Liability for indirect and unforeseeable damages as well as for loss of profit is excluded in cases of simple negligence.

10.3 Further liability for damages beyond that specified in Sections 10.1 and 10.2 is excluded. This exclusion applies irrespective of the legal nature of the asserted claim and thus includes both contractual claims (e.g. for breach of obligations under the contractual relationship) and non-contractual claims (e.g. from tort).

10.4 The limitations and exclusions of liability set out above shall not apply to any mandatory strict liability, in particular under the Product Liability Act, or to liability arising from the assumption of a guarantee of quality and/or durability.

10.5 Where our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives, vicarious agents and subcontractors.

10.6 Data communication via the Internet cannot, according to the current state of technology, be guaranteed to be error-free and/or permanently available. We therefore accept no liability for the constant and uninterrupted availability of our online trading system. We point out that data transmission on the Internet (e.g. communication by e-mail) may involve security vulnerabilities. Complete protection of data against access by third parties is not possible; any liability in this respect is excluded.

stalando shall not be liable for data transmission disturbances arising outside its own sphere of responsibility. stalando shall furthermore not be liable for transmission of viruses and any damage caused thereby, provided that stalando is not at fault and, for example, regularly checks its computers, software and files using appropriate anti-virus programs and maintains protection by a firewall. stalando shall likewise not be liable for unauthorised access by third parties who unlawfully obtain access to the Customer’s data. Finally, stalando shall not be liable for the security of data during transmission by e-mail. For confidential data, stalando advises the Customer to use alternative communication channels (personal meeting, delivery, or post).

§ 11 Samples - Drawings - Custom-Made Products

We retain ownership and copyright to illustrations, drawings, sketches, and other documents and samples – whether in paper or electronic form. They must be returned to us upon request and may not be made accessible to third parties without our consent.

§ 12 Set-Off | Retention

The Customer shall have a right of set-off only if their counterclaims have been legally established by a final court decision or have been acknowledged by stalando. The Customer may exercise a right of retention only if the counterclaim is based on the same contractual relationship.

§ 13 Data Protection

All relevant information regarding data protection can be found in our separate Privacy Policy, which is available online at any time on our website at www.stalando.de

§ 14 General Provisions

14.1 Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby.

14.2 All legal relations between us and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.3 Our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from legal transactions to which these General Terms and Conditions apply. The same shall apply if the Customer relocates their place of residence or habitual abode to a place outside the Federal Republic of Germany after conclusion of the contract, or if their place of residence or habitual abode is unknown at the time the action is brought. We are, however, also entitled, at our discretion, to bring an action before any other competent court.

Status: January 2023