General terms and conditions

Terms and Conditions of subtel GmbH

1. Scope and Applicability

1.1 These Terms and Conditions (“Terms”) govern all contracts for the sale of goods between subtel GmbH, Mainzer Str. 3, 10247 Berlin, Germany (“subtel”, “we” or “us”) and any person placing an order through our online shop (“Customer” or “you”).

1.2 A “consumer” is any natural person entering into a contract for purposes that are predominantly outside their trade, business, craft or profession (section 13 of the German Civil Code, Bürgerliches Gesetzbuch – BGB).

1.3 A “business customer” is any natural or legal person, or partnership with legal capacity, acting in the exercise of a commercial or independent professional activity when entering into the contract (section 14 BGB).

1.4 Any terms and conditions of the Customer that conflict with or supplement these Terms shall not form part of the contract unless we have expressly agreed to them in writing.

2. Formation of Contract

2.1 The presentation of products in our online shop does not constitute a binding offer to sell. It is an invitation for you to submit a purchase offer.

2.2 To place an order, you select the desired items, add them to your shopping basket and proceed through the checkout process. By clicking the button that completes the order, you submit a legally binding offer to purchase the goods in your basket.

2.3 We may accept your offer within five days of its receipt by any of the following means:

• sending you an order confirmation (e.g. by email),
• dispatching the goods, or
• requesting payment after receipt of your order.

The contract is formed at the point whichever of these events occurs first. If we do not accept within five days, your offer lapses and you are no longer bound by it.

2.4 Where you choose a payment method provided by PayPal, the payment is processed by PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (“PayPal”). PayPal’s terms of use apply; these are available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full. If you do not hold a PayPal account, the terms for payments without a PayPal account apply; see https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. When you use a PayPal payment method, the contract is formed at the moment you click the button that completes the order.

2.5 After the contract has been formed, we will store the contract text and send it to you together with the order confirmation. The contract text is not otherwise publicly accessible. If you have registered a customer account before placing your order, you may view your order data at any time in the password-protected area of your account.

2.6 Before submitting your order, you may review and correct all entries using your keyboard and mouse. Any input errors can be corrected up to the moment you click the order button.

2.7 The contract language is English. Where the English text of these Terms and any German version diverge, the German version shall prevail.

2.8 Communication relating to your order is conducted primarily by email. Please ensure that the email address you provide at checkout is correct and that you are able to receive incoming messages, taking into account any spam filters you may have in place.

3. Prices, Payment and Payment Processors

3.1 All prices shown on our website are final prices inclusive of the applicable statutory value-added tax, unless stated otherwise in the product description. Any shipping costs are shown separately before you complete your order.

3.2 The available payment methods are displayed during the checkout process in our online shop.

3.3 Where payment by bank transfer in advance has been agreed, the invoice amount is due immediately upon formation of the contract, unless a different payment date has been expressly specified.

3.4 Where you choose a payment method provided through the payment service Adyen, the payment is processed by Adyen N.V., Simon Carmiggeltstraat 6-50, 1011 DJ Amsterdam, The Netherlands (“Adyen”). The specific payment methods available through Adyen are shown during the checkout process. Adyen may engage additional payment service providers to process your payment, and their terms may apply. Further information is available at https://www.adyen.help/hc/en.

4. Delivery and Shipping

4.1 Delivery is made within the delivery area stated in our online shop, to the address you provide during the order process. Where you pay via PayPal, the delivery address stored in your PayPal account at the time of payment applies.

4.2 For consumers, the risk of accidental loss or deterioration of the goods passes to you when the goods are physically handed over to you or to a person you have authorised to accept delivery. The only exception is where you have independently arranged for a carrier that we did not offer.

4.3 For business customers, the risk passes when we hand the goods over to the carrier or other person appointed to carry out the shipment.

4.4 If delivery fails for reasons attributable to you, you shall bear any reasonable additional costs incurred. This does not apply to outbound shipping costs where you exercise your right of withdrawal. Return shipping costs in the event of withdrawal are governed by our cancellation policy.

4.5 We reserve the right to withdraw from the contract if we do not receive the ordered goods from our own supplier despite having placed a matching cover order in good time, provided we are not at fault for the non-delivery. In such a case, we will inform you without delay and promptly refund any payment already made.

4.6 Collection of goods in person is not available.

5. Right of Withdrawal (Consumers Only)

5.1 If you are a consumer, you have a statutory right to withdraw from the contract within 14 days without giving any reason, in accordance with the provisions of sections 355 ff. BGB and the EU Consumer Rights Directive (2011/83/EU).

5.2 Full details of the conditions, time limits and procedure for exercising the right of withdrawal are set out in our separate cancellation policy, which is made available to you during the order process and together with your order confirmation.

6. Retention of Title

Where we deliver goods before receiving full payment, ownership of the delivered goods remains with us until the purchase price has been paid in full.

7. Warranty and Defects

7.1 The statutory provisions on liability for defects apply unless modified below.

7.2 For business customers, the following modified terms apply:

• We are entitled to choose the form of subsequent performance (repair or replacement).
• For new goods, the limitation period for claims based on defects is one year from receipt of the goods.
• For used goods, liability for defects is excluded.
• A replacement delivery within the scope of the warranty does not restart the limitation period.

7.3 The restrictions in Article 7.2 do not apply to claims for damages or reimbursement of expenses, to defects that were fraudulently concealed, to goods that were used in a building in accordance with their intended purpose and have caused the building to be defective, or to any obligation to provide updates for goods with digital elements.

7.4 Any statutory right of recourse that a business customer may have against its own suppliers remains unaffected by the above provisions.

7.5 Business customers who are merchants within the meaning of section 1 of the German Commercial Code (Handelsgesetzbuch – HGB) are subject to the duty to inspect and give notice of defects under section 377 HGB. Failure to give timely notice of a defect shall be deemed acceptance of the goods.

7.6 We ask consumers to report any obvious transport damage to the delivery carrier and to notify us accordingly. Failure to do so does not affect the consumer’s statutory warranty rights.

8. Limitation of Liability

8.1 We are liable without limitation for damage caused by intent or gross negligence, for injury to life, body or health, under any express guarantee we have given, and under the German Product Liability Act (Produkthaftungsgesetz).

8.2 In the event of a negligent breach of a material contractual obligation (a so-called “cardinal duty”), our liability is limited to the foreseeable, contract-typical damage. Cardinal duties are those obligations whose fulfilment is essential to the proper performance of the contract and on whose observance you may reasonably rely.

8.3 Any further liability on our part is excluded.

8.4 The above limitations of liability apply equally to our employees, agents and legal representatives.

9. Promotional Vouchers

9.1 Vouchers issued by us free of charge as part of time-limited promotional campaigns (“promotional vouchers”) may only be redeemed in our online shop and only within the period stated on the voucher. They are not available for purchase.

9.2 Individual products may be excluded from a promotion if the voucher terms so provide.

9.3 A promotional voucher must be entered in the shopping basket before completing the order; retroactive application is not possible. Only one promotional voucher may be used per order.

9.4 The order value must be at least equal to the voucher value. Any remaining balance is neither refunded nor does it bear interest. Where the order value exceeds the voucher value, you may pay the difference using any available payment method.

9.5 Promotional vouchers are not redeemable for cash.

9.6 If you return goods that were paid for in whole or in part with a promotional voucher under your right of withdrawal, the voucher will not be re-credited.

9.7 Promotional vouchers are transferable. We may perform with discharging effect to whoever redeems the voucher in our shop, unless we have knowledge or grossly negligent lack of knowledge of that person’s lack of entitlement or incapacity.

10. Governing Law

The contractual relationship is governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. For consumers, this choice of law applies only to the extent that it does not deprive you of the protection afforded by mandatory provisions of the law of the country in which you habitually reside (Article 6(2) of Regulation (EC) No 593/2008 – Rome I).

11. Jurisdiction

Where the Customer is a merchant, a legal entity under public law, or a special fund under public law domiciled in Germany, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Berlin. The same applies where the Customer is domiciled abroad and the contract relates to the Customer’s trade or professional activity. In both cases, we also retain the right to bring proceedings at the Customer’s general place of jurisdiction.

12. Alternative Dispute Resolution

We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.