{"id":2699,"date":"2026-09-01T10:48:33","date_gmt":"2026-09-01T08:48:33","guid":{"rendered":"https:\/\/topcart.com\/gtc\/"},"modified":"2026-09-29T11:00:04","modified_gmt":"2026-09-29T09:00:04","slug":"gtc","status":"publish","type":"page","link":"https:\/\/topcart.com\/en\/gtc\/","title":{"rendered":"General Terms and Conditions"},"content":{"rendered":"
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General Terms and Conditions of Topcart GmbH (GTC)<\/mark><\/h1>\n\n\n
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General Conditions of Delivery<\/mark> of Topcart GmbH<\/h2>\n\n\n\n

\u00a7 1 Scope of Application, Form<\/strong><\/p>\n\n\n\n

(1) These General Conditions of Delivery (hereinafter: \u201cGCD\u201d) apply to all business relationships between Topcart GmbH (hereinafter: \u201cwe\u201d or \u201cus\u201d) and our customers (hereinafter: \u201cBuyer\u201d). The GCD apply only if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.<\/p>\n\n\n\n

(2) The GCD apply in particular to contracts for the sale and\/or delivery of movable goods (\u201cGoods\u201d), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433 and 650 BGB). Unless otherwise agreed, the GCD in the version valid at the time of the Buyer\u2019s order or, at least, last communicated to the Buyer in text form shall also apply as a framework agreement to future contracts of the same kind, without our having to refer to them again in each individual case.<\/p>\n\n\n\n

(3) Our GCD shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall become part of the contract only if and to the extent that we have expressly agreed to their validity. This requirement for consent shall apply in all cases, for example even if, while aware of the Buyer\u2019s terms and conditions, we carry out delivery to the Buyer without reservation. In case of doubt, the German-language version of the GCD shall prevail.<\/p>\n\n\n\n

(4) Individual agreements made with the Buyer in a particular case, including ancillary agreements, supplements and amendments, shall in all cases take precedence over these GCD. Subject to proof to the contrary, the content of such agreements shall be determined by a written contract or a contract concluded in text form, or by our written confirmation or confirmation in text form.<\/p>\n\n\n\n

(5) Legally relevant declarations and notices by the Buyer relating to the contract, such as setting a deadline, notification of defects, withdrawal or reduction, must be submitted in writing, i.e. in written or text form, such as by letter, email or fax. Statutory formal requirements that differ and further evidence, particularly in cases of doubt concerning the legitimacy of the person making the declaration, shall remain unaffected.<\/p>\n\n\n\n

(6) References to the applicability of statutory provisions are for clarification only. The statutory provisions shall therefore also apply without such clarification, unless they are directly amended or expressly excluded in these GCD.<\/p>\n\n\n\n

\u00a7 2 Conclusion of Contract<\/strong><\/p>\n\n\n\n

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation, such as drawings, plans, calculations, costings or references to DIN standards, other product descriptions or documents, including in electronic form, in which we reserve our ownership and copyright rights.<\/p>\n\n\n\n

(2) The Buyer\u2019s order for the Goods shall be deemed a binding offer to conclude a contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within two weeks of its receipt by us.<\/p>\n\n\n\n

(3) Acceptance may be declared either in writing, for example by order confirmation, or by delivering the Goods to the Buyer.<\/p>\n\n\n\n

\u00a7 3 Delivery Period and Delay in Delivery<\/strong><\/p>\n\n\n\n

(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period shall be approximately four weeks from conclusion of the contract.<\/p>\n\n\n\n

(2) If we are unable to meet binding delivery periods for reasons for which we are not responsible, due to non-availability of the service, we shall inform the Buyer without undue delay and, at the same time, notify the Buyer of the expected new delivery period. If the service is still unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall reimburse without undue delay any consideration already provided by the Buyer. Non-availability of the service in this sense shall include, in particular, failure to receive timely delivery from our supplier, provided that we have concluded a congruent covering transaction, neither we nor our supplier is at fault, or we are not obliged to procure the goods in the individual case.<\/p>\n\n\n\n

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In all cases, however, a reminder from the Buyer shall be required. If we are in delay with delivery, the Buyer may demand lump-sum compensation for the loss caused by the delay. The lump sum shall amount to 0.5% of the net price for each completed calendar week of delay, but in total no more than 5% of the delivery value of the delayed Goods. We reserve the right to prove that the Buyer suffered no loss at all or only a substantially lower loss than the aforementioned lump sum.<\/p>\n\n\n\n

(4) The Buyer\u2019s rights under Section 8 of these GCD and our statutory rights, particularly in the event of exclusion of the obligation to perform, such as due to impossibility or unreasonableness of performance and\/or subsequent performance, shall remain unaffected.<\/p>\n\n\n\n

\u00a7 4 Delivery, Transfer of Risk, Acceptance, Default in Acceptance<\/strong><\/p>\n\n\n\n

(1) Delivery shall be made ex warehouse, which shall also be the place of performance for delivery and any subsequent performance. At the Buyer\u2019s request and expense, the Goods shall be shipped to another destination. Unless otherwise agreed, we shall be entitled to determine the type of shipment, in particular the carrier, shipping route and packaging, ourselves.<\/p>\n\n\n\n

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. In the case of a sale involving shipment, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass upon delivery of the Goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, it shall be decisive for the transfer of risk. In all other respects, the statutory provisions governing contracts for work and services shall apply accordingly to agreed acceptance. Handover or acceptance shall be deemed to have taken place if the Buyer is in default of acceptance.<\/p>\n\n\n\n

(3) If the Buyer is in default of acceptance, fails to perform an act of cooperation or our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting loss, including additional expenses, such as storage costs. We shall charge lump-sum compensation of 0.5% per calendar week, but no more than 10% of the value of the part of the total delivery that cannot be delivered on time or in accordance with the contract, beginning with the delivery period or, if no delivery period has been specified, with notification that the Goods are ready for shipment.<\/p>\n\n\n\n

Proof of greater loss and our statutory claims, in particular compensation for additional expenses, reasonable compensation and termination, shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The Buyer shall be permitted to prove that we suffered no loss at all or only a substantially lower loss than the aforementioned lump sum.<\/p>\n\n\n\n

\u00a7 5 Prices and Payment Terms<\/strong><\/p>\n\n\n\n

(1) Unless otherwise agreed in an individual case, our prices applicable at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT, if applicable.<\/p>\n\n\n\n

(2) For deliveries within Germany and Europe, excluding Norway, Finland, Sweden, Denmark and Estonia, we charge a flat-rate shipping fee of EUR 4.94, or EUR 54.90 for express deliveries. For deliveries to Norway, Finland, Sweden, Denmark and Estonia, we charge a flat-rate shipping fee of EUR 11.90 irrespective of the value of the Goods, or EUR 54.90 for express deliveries. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.<\/p>\n\n\n\n

(3) The purchase price shall be due and payable within 14 days of invoicing and delivery or acceptance of the Goods. However, even within an ongoing business relationship, we shall be entitled at any time to make delivery in whole or in part only against advance payment. We shall declare the corresponding reservation no later than in the order confirmation.<\/p>\n\n\n\n

(4) Upon expiry of the aforementioned payment period, the Buyer shall be in default. During the period of default, the purchase price shall bear interest at the statutory default interest rate applicable at the time. We reserve the right to assert further damages caused by default. Our claim to commercial interest on arrears under Section 353 of the German Commercial Code shall remain unaffected in relation to merchants.<\/p>\n\n\n\n

(5) The Buyer shall have rights of set-off or retention only insofar as its claim has been established by a final and binding decision or is undisputed. In the event of defects in the delivery, the Buyer\u2019s counterclaims, in particular under Section 7(6), second sentence, of these GCD, shall remain unaffected.<\/p>\n\n\n\n

(6) If, after conclusion of the contract, it becomes apparent, for example through an application to open insolvency proceedings, that our claim to the purchase price is jeopardised by the Buyer\u2019s lack of ability to pay, we shall be entitled under the statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (Section 321 BGB). In contracts for the manufacture of non-fungible goods, such as custom-made products, we may declare withdrawal immediately; the statutory provisions concerning the dispensability of setting a deadline shall remain unaffected.<\/p>\n\n\n\n

\u00a7 6 Retention of Title<\/strong><\/p>\n\n\n\n

(1) We retain title to the sold Goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship, including all secured claims.<\/p>\n\n\n\n

(2) Goods subject to retention of title may not, before full payment of the secured claims, be pledged to third parties or transferred by way of security. The Buyer must notify us in writing without undue delay if an application is made to open insolvency proceedings or if third parties, such as through seizures, access the Goods owned by us.<\/p>\n\n\n\n

(3) In the event of conduct contrary to the contract by the Buyer, particularly non-payment of the due purchase price, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and\/or demand the return of the Goods on the basis of our retention of title. The demand for return shall not simultaneously constitute a declaration of withdrawal; rather, we shall be entitled merely to demand return of the Goods and reserve the right to withdraw. If the Buyer fails to pay the due purchase price, we may exercise these rights only if we have previously unsuccessfully set the Buyer a reasonable deadline for payment or such setting of a deadline is dispensable under the statutory provisions.<\/p>\n\n\n\n

(4) Until revocation in accordance with subsection (c) below, the Buyer shall be authorised to resell and\/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.<\/p>\n\n\n\n

(a) The retention of title shall extend to products created through processing, mixing or combining our Goods, at their full value, whereby we shall be deemed the manufacturer. If, through processing, mixing or combining with goods belonging to third parties, their ownership remains in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered subject to retention of title.<\/p>\n\n\n\n

(b) The Buyer hereby assigns to us by way of security, in full or in the amount of any co-ownership share we may hold under the preceding paragraph, all claims against third parties arising from the resale of the Goods or product. We accept the assignment. The Buyer\u2019s obligations referred to in paragraph 2 shall also apply with regard to the assigned claims.<\/p>\n\n\n\n

(c) The Buyer shall remain authorised, alongside us, to collect the claim. We undertake not to collect the claim as long as the Buyer meets its payment obligations to us, there is no deficiency in its ability to pay and we do not assert our retention of title by exercising a right under paragraph 3. If this is not the case, we may demand that the Buyer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors, i.e. third parties, of the assignment. In addition, in this case we shall be entitled to revoke the Buyer\u2019s authorisation to resell and process the Goods subject to retention of title.<\/p>\n\n\n\n

(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer\u2019s request.<\/p>\n\n\n\n

\u00a7 7 Buyer\u2019s Claims for Defects<\/strong><\/p>\n\n\n\n

(1) The statutory provisions shall apply to the Buyer\u2019s rights in the event of defects in quality or title, including incorrect or short delivery and improper assembly or defective assembly instructions, unless otherwise provided below. The statutory special provisions on recourse against suppliers in the event of final delivery of unprocessed Goods to a consumer shall remain unaffected in all cases, even if the consumer has further processed them. Claims based on supplier recourse shall be excluded if the defective Goods have been further processed by the Buyer or another entrepreneur, for example by installation in another product.<\/p>\n\n\n\n

(2) The basis of our liability for defects is primarily the agreement reached concerning the condition of the Goods. All product descriptions and manufacturer specifications that are the subject of the individual contract or that were publicly announced by us, particularly in catalogues or on our website, at the time of conclusion of the contract shall be deemed agreements concerning the condition of the Goods.<\/p>\n\n\n\n

(3) If the condition has not been agreed, the statutory provisions shall determine whether a defect exists (Section 434(1), sentences 2 and 3, BGB). However, we shall not assume liability for public statements by the manufacturer or other third parties, such as advertising statements, to which the Buyer did not specifically draw our attention as being decisive for its purchasing decision.<\/p>\n\n\n\n

(4) We shall generally not be liable for defects of which the Buyer was aware at the time of conclusion of the contract or was unaware due to gross negligence (Section 442 BGB). The Buyer\u2019s claims for defects also require that it has complied with its statutory duties to inspect and give notice of defects (Sections 377 and 381 HGB). In the case of building materials and other Goods intended for installation or further processing, an inspection must in all cases take place immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified of it in writing without undue delay. Obvious defects must in all cases be notified in writing within one week of delivery, and defects not detectable during inspection must be notified within the same period of their discovery. If the Buyer fails to carry out a proper inspection and\/or give proper notice of defects, our liability for the defect not notified, or not notified in due time or in the proper manner, shall be excluded in accordance with the statutory provisions.<\/p>\n\n\n\n

(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect or by delivering a defect-free item. Our right to refuse subsequent performance under the statutory conditions shall remain unaffected.<\/p>\n\n\n\n

(6) We shall be entitled to make the subsequent performance owed conditional on the Buyer paying the due purchase price. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.<\/p>\n\n\n\n

(7) The Buyer must allow us the time and opportunity required for the subsequent performance owed, particularly by handing over the defective Goods for inspection. In the event of replacement delivery, the Buyer must return the defective item to us in accordance with the statutory provisions. Subsequent performance shall not include removal of the defective item or its reinstallation if we were not originally obliged to install it.<\/p>\n\n\n\n

(8) We shall bear or reimburse the expenses required for inspection and subsequent performance, particularly transport, travel, labour and material costs and, where applicable, removal and installation costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of an unjustified demand for remedy of defects, particularly inspection and transport costs, unless the absence of a defect was not recognisable to the Buyer.<\/p>\n\n\n\n

(9) In urgent cases, such as a risk to operational safety or the need to avert disproportionate damage, the Buyer shall have the right to remedy the defect itself and demand reimbursement from us of the objectively necessary expenses. We must be notified of such self-remedy without undue delay and, where possible, beforehand. The right of self-remedy shall not exist if we would be entitled to refuse corresponding subsequent performance under the statutory provisions.<\/p>\n\n\n\n

(10) If subsequent performance has failed or a reasonable period to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. However, there shall be no right of withdrawal in the event of an insignificant defect.<\/p>\n\n\n\n

(11) The Buyer\u2019s claims for damages or reimbursement of futile expenses shall exist in the event of defects only in accordance with Section 8 and shall otherwise be excluded.<\/p>\n\n\n\n

\u00a7 8 Other Liability<\/strong><\/p>\n\n\n\n

(1) Unless otherwise provided in these GCD, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.<\/p>\n\n\n\n

(2) We shall be liable for damages, irrespective of the legal grounds, within the scope of liability based on fault in cases of intent and gross negligence. In cases of simple negligence, subject to statutory limitations of liability, such as due care in one\u2019s own affairs or an insignificant breach of duty, we shall be liable only<\/p>\n\n\n\n

a) for damage resulting from injury to life, body or health;<\/p>\n\n\n\n

b) for damage resulting from the breach of an essential contractual obligation, meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely; in this case, however, our liability shall be limited to compensation for foreseeable damage that typically occurs.<\/p>\n\n\n\n

(3) The limitations of liability resulting from paragraph 2 shall also apply in favour of third parties and in the event of breaches of duty by persons for whose fault we are responsible under the statutory provisions. They shall not apply insofar as a defect was fraudulently concealed or a guarantee concerning the condition of the Goods was assumed, or to claims by the Buyer under the Product Liability Act.<\/p>\n\n\n\n

(4) In the event of a breach of duty that does not constitute a defect, the Buyer may withdraw or terminate only if we are responsible for the breach of duty. The Buyer\u2019s unrestricted right of termination, particularly under Sections 650 and 648 BGB, is excluded. In all other respects, the statutory conditions and legal consequences shall apply.<\/p>\n\n\n\n

\u00a7 9 Limitation<\/strong><\/p>\n\n\n\n

(1) Notwithstanding Section 438(1), no. 3 BGB, the general limitation period for claims arising from defects in quality or title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.<\/p>\n\n\n\n

(2) If the Goods are a building or an item that has been used for a building in accordance with its customary method of use and has caused its defectiveness, the limitation period shall be five years from delivery in accordance with the statutory provisions (Section 438(1), no. 2 BGB). Further statutory special provisions on limitation, particularly Section 438(1), no. 1, Section 438(3), and Sections 444 and 445b BGB, shall remain unaffected.<\/p>\n\n\n\n

(3) The above limitation periods under sales law shall also apply to the Buyer\u2019s contractual and non-contractual claims for damages based on a defect in the Goods, unless application of the regular statutory limitation period, Sections 195 and 199 BGB, would result in a shorter limitation period in the individual case. The Buyer\u2019s claims for damages under Section 8(2), sentences 1 and 2(a), and under the Product Liability Act shall be subject exclusively to the statutory limitation periods.<\/p>\n\n\n\n

\u00a7 10 Applicable Law and Place of Jurisdiction<\/strong><\/p>\n\n\n\n

(1) These GCD and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods.<\/p>\n\n\n\n

(2) If the Buyer is a merchant within the meaning of the German 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 shall be our registered office in Wiesbaden. However, we shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation under these GCD or a prevailing individual agreement, or at the Buyer\u2019s general place of jurisdiction. Mandatory statutory provisions, particularly those concerning exclusive jurisdiction, shall remain unaffected.<\/p>\n\n<\/div>\n <\/div>\n<\/div>\n\n\n

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General Purchasing Terms<\/mark> of Topcart GmbH<\/h2>\n\n\n\n

\u00a7 1 Scope of Application, Form<\/strong><\/p>\n\n\n\n

(1) These General Purchasing Terms (hereinafter: \u201cGPT\u201d) shall apply to all business relationships between Topcart GmbH (hereinafter: \u201cwe\u201d or \u201cus\u201d) and our suppliers (hereinafter: \u201cSeller\u201d). The GPT shall apply only if the Seller is an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law or a special fund under public law.<\/p>\n\n\n\n

(2) The GPT shall apply in particular to contracts for the sale and\/or delivery of movable goods (\u201cGoods\u201d), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GPT in the version valid at the time of the Buyer\u2019s order or, at least, last communicated to it in text form shall also apply as a framework agreement to similar future contracts, without requiring us to refer to them again in each individual case.<\/p>\n\n\n\n

(3) These GPT shall apply exclusively. Any differing, conflicting or supplementary general terms and conditions of the Seller shall become part of the contract only if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in all cases, for example even if, knowing the Seller\u2019s terms and conditions, we accept its deliveries without reservation.<\/p>\n\n\n\n

(4) Individual agreements concluded with the Seller in a particular case (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these GPT. Subject to proof to the contrary, a written contract or a contract concluded in text form, or our written confirmation or confirmation in text form, shall be decisive for the content of such agreements.<\/p>\n\n\n\n

(5) Legally relevant declarations and notices by the Seller relating to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Differing statutory formal requirements and further evidence, particularly in cases of doubt regarding the authorisation of the person making the declaration, shall remain unaffected.<\/p>\n\n\n\n

(6) References to the applicability of statutory provisions shall have clarifying significance only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPT.<\/p>\n\n\n\n

\u00a7 2 Conclusion of Contract<\/strong><\/p>\n\n\n\n

(1) Our order shall become binding at the earliest upon being issued or confirmed in writing. The Seller must notify us of obvious errors (e.g. typographical and calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not to have been concluded.<\/p>\n\n\n\n

(2) The Seller shall be expected to confirm our order in writing within one week or to execute it without reservation within this period by dispatching the Goods (acceptance). Late acceptance shall be deemed a new offer and shall require our acceptance.<\/p>\n\n\n\n

\u00a7 3 Delivery Time and Delay in Delivery<\/strong><\/p>\n\n\n\n

(1) The delivery time specified by us in the order shall be binding. If no delivery time is specified in the order and none has otherwise been agreed, it shall be one week from conclusion of the contract. The Seller shall be obliged to inform us in writing without undue delay if it is foreseeable that it will be unable to meet agreed delivery times for any reason.<\/p>\n\n\n\n

(2) If the Seller fails to perform or fails to perform within the agreed delivery time, or is in default, our rights \u2013 particularly to withdrawal and damages \u2013 shall be determined in accordance with statutory provisions. The provisions of paragraph 3 shall remain unaffected.<\/p>\n\n\n\n

(3) If the Seller is in default, we may, in addition to further statutory claims, demand lump-sum compensation for damage caused by the default amounting to 1% of the net price per completed calendar week, but no more than 5% of the net price of the delayed Goods. We reserve the right to prove that greater damage has occurred. The<\/p>\n\n\n\n

Seller shall reserve the right to prove that no damage or only substantially less damage has occurred.<\/p>\n\n\n\n

\u00a7 4 Performance, Delivery, Passing of Risk and Default of Acceptance<\/strong><\/p>\n\n\n\n

(1) Without our prior written consent, the Seller shall not be entitled to have the performance owed by it carried out by third parties (e.g. subcontractors). The Seller shall bear the procurement risk for its performance unless otherwise agreed in an individual case (e.g. limitation to available stock).<\/p>\n\n\n\n

(2) Delivery within Germany shall be made carriage paid to the destination specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Wiesbaden. The respective destination shall also be the place of performance for delivery and any subsequent performance (obligation to deliver).<\/p>\n\n\n\n

(3) A delivery note stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order reference (date and number) must accompany the delivery. If the delivery note is missing or incomplete, we shall not be responsible for resulting delays in processing and payment. A corresponding dispatch notification with the same content must be sent to us separately from the delivery note.<\/p>\n\n\n\n

(4) The risk of accidental loss and accidental deterioration of the item shall pass to us upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the passing of risk. In all other respects, the statutory provisions governing contracts for work shall apply accordingly to acceptance. Handover or acceptance shall be deemed to have taken place if we are in default of acceptance.<\/p>\n\n\n\n

(5) Statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must expressly offer its performance to us even if a specific or determinable calendar time has been agreed for an act or cooperation on our part (e.g. provision of materials). If we are in default of acceptance, the Seller may demand reimbursement of its additional expenses in accordance with statutory provisions (Section 304 BGB). If the contract concerns a non-fungible item to be manufactured by the Seller (custom-made product), the Seller shall have further rights only if we have undertaken to cooperate and are responsible for the failure to cooperate.<\/p>\n\n\n\n

\u00a7 5 Prices and Payment Terms<\/strong><\/p>\n\n\n\n

(1) The price specified in the order shall be binding. All prices include statutory VAT unless it is shown separately.<\/p>\n\n\n\n

(2) Unless otherwise agreed in an individual case, the price shall include all services and ancillary services of the Seller (e.g. assembly and installation) as well as all ancillary costs (e.g. proper packaging and transport costs, including any transport and liability insurance).<\/p>\n\n\n\n

(3) The agreed price shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% cash discount on the invoice net amount. In the case of bank transfer, payment shall be deemed timely if our transfer order is received by our bank before expiry of the payment period; we shall not be responsible for delays caused by banks involved in the payment transaction.<\/p>\n\n\n\n

(4) We shall owe no interest on maturity. Statutory provisions shall apply to default in payment.<\/p>\n\n\n\n

(5) We shall have rights of set-off and retention and the defence of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we still have claims against the Seller arising from incomplete or defective performance.<\/p>\n\n\n\n

(6) The Seller shall have a right of set-off or retention only for counterclaims that have been finally adjudicated or are undisputed.<\/p>\n\n\n\n

\u00a7 6 Confidentiality and Retention of Title<\/strong><\/p>\n\n\n\n

(1) We shall retain ownership and copyright in illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents shall be used exclusively for contractual performance and returned to us upon completion of the contract. The documents must be kept confidential from third parties, including after termination of the contract. The confidentiality obligation shall expire only when and insofar as the knowledge contained in the documents provided has become generally known.<\/p>\n\n\n\n

(2) The preceding provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as tools, templates, samples and other items that we provide to the Seller for manufacture. Such items shall, as long as they are not processed, be stored separately at the Seller\u2019s expense and insured against destruction and loss to a reasonable extent.<\/p>\n\n\n\n

(3) Any processing, mixing or combining (further processing) of items provided by the Seller shall be carried out on our behalf. The same shall apply to further processing of the delivered Goods by us, so that we shall be deemed the manufacturer and acquire ownership of the product, at the latest upon further processing, in accordance with statutory provisions.<\/p>\n\n\n\n

(4) Title to the Goods shall be transferred to us unconditionally and irrespective of payment of the price. However, if in an individual case we accept an offer by the Seller to transfer title subject to payment of the purchase price, the Seller\u2019s retention of title shall expire no later than upon payment of the purchase price for the delivered Goods. In the ordinary course of business, we shall remain authorised to resell the Goods before payment of the purchase price, subject to advance assignment of the resulting claim (alternatively, the simple retention of title extended to resale shall apply). All other forms of retention of title are excluded, in particular extended retention of title, retention of title passed on to third parties and retention of title extended to further processing.<\/p>\n\n\n\n

\u00a7 7 Defective Delivery<\/strong><\/p>\n\n\n\n

(1) The statutory provisions shall apply to our rights in the event of defects in quality or title of the Goods (including incorrect or short delivery and improper assembly or defective assembly, operating or user instructions) and in the event of other breaches of duty by the Seller, unless otherwise provided below.<\/p>\n\n\n\n

(2) Under statutory provisions, the Seller shall be liable in particular for ensuring that the Goods have the agreed condition when risk passes to us. Product descriptions that are the subject of the respective contract, particularly through designation or reference in our order, or that have been incorporated into the contract in the same manner as these GPT, shall in all cases constitute agreements regarding the condition. It shall be irrelevant whether the product description originates from us, the Seller or the manufacturer.<\/p>\n\n\n\n

(3) We shall not be obliged to inspect the Goods or make special enquiries about possible defects at the time of conclusion of the contract. Partly notwithstanding Section 442(1), sentence 2, BGB, we shall therefore have unrestricted claims for defects even if the defect remained unknown to us due to gross negligence at the time of conclusion of the contract.<\/p>\n\n\n\n

(4) The statutory provisions (Sections 377 and 381 HGB) shall apply to the commercial duty to inspect and give notice of defects with the following provisions: Our duty to inspect shall be limited to defects that become apparent during our incoming-goods inspection through external examination, including the delivery documents (e.g. transport damage, incorrect or short delivery), or that are identifiable during our quality control by sampling. If acceptance has been agreed, there shall be no duty to inspect. In all other respects, it shall depend on the extent to which an inspection is practicable in the ordinary course of business, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later shall remain unaffected. Without prejudice to our duty to inspect, our notice of defects shall in any event be deemed immediate and timely if sent within one week of discovery or, in the case of obvious defects, of delivery.<\/p>\n\n\n\n

(5) Subsequent performance shall also include removal of the defective Goods and renewed installation if, according to their nature and intended use, the Goods have been incorporated into or attached to another item; our statutory claim for reimbursement of the corresponding expenses shall remain unaffected. The Seller shall bear the expenses necessary for inspection and subsequent performance even if it subsequently turns out that no defect actually existed. Our liability for damages in the event of an unjustified demand for removal of defects shall remain unaffected; in this respect, however, we shall be liable only if we knew or failed to know due to gross negligence that no defect existed.<\/p>\n\n\n\n

(6) Without prejudice to our statutory rights and the provisions of paragraph 5, the following shall apply: If the Seller fails to fulfil its obligation of subsequent performance \u2013 at our choice by remedying the defect (repair) or delivering an item free of defects (replacement delivery) \u2013 within a reasonable deadline set by us, we may remedy the defect ourselves and demand reimbursement from the Seller of the necessary expenses or a corresponding advance. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, danger to operational safety or imminent disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances without undue delay and, where possible, in advance.<\/p>\n\n\n\n

(7) In all other respects, in the event of a defect in quality or title, we shall be entitled under statutory provisions to reduce the purchase price or withdraw from the contract. In addition, we shall have a statutory claim for damages and reimbursement of expenses.<\/p>\n\n\n\n

\u00a7 8 Supplier Recourse<\/strong><\/p>\n\n\n\n

(1) Our statutory recourse claims within a supply chain (supplier recourse under Sections 445a, 445b and 478 BGB) shall exist without restriction in addition to claims for defects. In particular, we shall be entitled to demand from the Seller precisely the type of subsequent performance (repair or replacement delivery) that we owe our customer in the individual case. This shall not limit our statutory right of choice (Section 439(1) BGB).<\/p>\n\n\n\n

(2) Before recognising or satisfying a claim for defects asserted by our customer (including reimbursement of expenses under Sections 445a(1), 439(2) and (3) BGB), we shall notify the Seller and request a written statement with a brief description of the facts. If no substantiated statement is submitted within a reasonable period and no mutually agreed solution is reached, the defect claim actually granted by us shall be deemed owed to our customer. In this case, the Seller shall bear the burden of proving otherwise.<\/p>\n\n\n\n

(3) Our claims based on supplier recourse shall also apply if the defective Goods have been further processed by us or another entrepreneur, e.g. by incorporation into another product.<\/p>\n\n\n\n

\u00a7 9 Product Liability<\/strong><\/p>\n\n\n\n

(1) If the Seller is responsible for product damage, it shall indemnify us against third-party claims insofar as the cause lies within its sphere of control and organisation and it is itself liable externally.<\/p>\n\n\n\n

(2) As part of its indemnification obligation, the Seller shall reimburse expenses under Sections 683 and 670 BGB arising from or in connection with third-party claims, including recalls carried out by us. We shall inform the Seller, insofar as possible and reasonable, of the content and scope of recall measures and give it an opportunity to comment. Further statutory claims shall remain unaffected.<\/p>\n\n\n\n

(3) The Seller shall take out and maintain product liability insurance with a lump-sum coverage of at least EUR 10 million per personal injury\/property damage claim.<\/p>\n\n\n\n

\u00a7 10 Limitation Period<\/strong><\/p>\n\n\n\n

(1) The mutual claims of the contracting parties shall become time-barred in accordance with statutory provisions unless otherwise provided below.<\/p>\n\n\n\n

(2) Notwithstanding Section 438(1) no. 3 BGB, the general limitation period for claims for defects shall be three years from the passing of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The three-year limitation period shall apply accordingly to claims based on defects in title, whereby the statutory limitation period for third-party claims for recovery in rem (Section 438(1) no. 1 BGB) shall remain unaffected; claims based on defects in title shall in no event become time-barred as long as the third party may still assert the right against us, particularly because it has not become time-barred.<\/p>\n\n\n\n

(3) The limitation periods under sales law, including the foregoing extension, shall apply within the scope permitted by law to all contractual claims for defects. If we also have non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195 and 199 BGB) shall apply unless application of the limitation periods under sales law would result in a longer limitation period in the individual case.<\/p>\n\n\n\n

\u00a7 11 Choice of Law and Place of Jurisdiction<\/strong><\/p>\n\n\n\n

(1) These GPT and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.<\/p>\n\n\n\n

(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive \u2013 including international \u2013 place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Wiesbaden. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation under these GPT or a prevailing individual agreement, or at the Seller\u2019s general place of jurisdiction. Mandatory statutory provisions, particularly those concerning exclusive jurisdiction, shall remain unaffected.<\/p>\n\n<\/div>\n <\/div>\n<\/div>\n\n<\/div>\n <\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":21,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"_yoast_wpseo_title":"General Terms and Conditions %%sep%% %%sitename%%","_yoast_wpseo_metadesc":"General Terms and Conditions of Business and Delivery of Topcart GmbH for business customers.","_yoast_wpseo_meta-robots-noindex":"","footnotes":""},"class_list":["post-2699","page","type-page","status-publish","hentry"],"acf":[],"yoast_head":"General Terms and Conditions - Topcart GmbH<\/title>\n<meta name=\"description\" content=\"General Terms and Conditions of Business and Delivery of Topcart GmbH for business customers.\" \/>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/topcart.com\/en\/gtc\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"General Terms and Conditions - 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