General Terms & Conditions

§ 1 General Provisions

General Terms and Conditions of Sale BEACONinside GmbH

1. These General Terms and Conditions of Sale (GTCS) shall apply to all contractual relationships of BEACONinside GmbH (hereinafter referred to as: Supplier) with its customers (hereinafter referred to as: Purchaser, Consumer or Business Customer) through the Supplier ́s online shop www.beaconinside.com/preffered beacon suppliers (hereinafter referred to as: Online Shop).

2. The product offerings in the Online Shop are directed to both Consumers and Business Customers (as defined below). For the purpose of these GTCS, (i) a „Consumer“ is any individual entering into the contract for a purpose not related to his or her business, trade or self-employed professional activity (Section 13 of the German Civil Code), and (ii) a „Business Customer“ is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Section 14 (1) of the German Civil Code), a legal person constituted under public law (juristische Person des öffentlichen Rechts) or a public sector funding company (öffentlich-rechtliches Sondervermögen).

3. In particular, the GTCS shall apply to contracts for the sale and/or supply of movable items (hereinafter referred to as: Goods), irrespective of whether the Supplier produces the Goods itself or sources these from suppliers (Sections 433 and 651 of the German Civil Code). The GTCS, as amended from time to time, shall also apply as a framework agreement to future contracts with the same Business Customer for the sale and/or delivery of movable items, without any requirement on the part of the Supplier to make additional future reference to the GTCS in each individual case.

4. These GTCS shall be exclusively applicable. Any general terms and conditions of the Purchaser that depart from, conflict with or supplement the GTCS shall form part of the contract only if and to the extent that the Supplier has expressly consented to the validity of such. This requirement of consent shall apply in all cases, including, without limitation, in cases where the Supplier unconditionally carries out a delivery to the Purchaser in the knowledge of the Purchaser’s general terms and conditions.5. The contracts with the Purchaser shall be made exclusively in the English language.

§ 2 Conclusion of the Contract

1. Offers of the Supplier in the Online Shop shall be subject to change and shall not constitute binding offers.
2. The placing of an order in the Online Shop for the Goods by the Purchaser shall be deemed a binding contractual offer.

Unless the order stipulates otherwise, the Supplier shall be entitled to accept such contractual offer within one week of such offer being received by it. Without undue delay upon receipt of the order, the Supplier will send to the Purchaser by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order.The order shall be deemed to be accepted either upon subsequent (e-mail) acceptance of the order or by dispatching the product. The sales contract with the Purchaser shall not become effective until the acceptance by the Supplier.

3. Any Purchaser who is a Consumer shall be entitled to revoke the offer and return the product in accordance with the cancellation and return policy under Section 12.

§ 3 Prices and Payment Conditions

1. All prices and charges on this site are in EURO. They include any VAT (Umsatzsteuer) payable, but exclude delivery charges. Any customs duties and similar public charges shall be borne by the Purchaser. Prices relate to purchases through the Online Shop only.
2. The invoice is enclosed in your delivery and will not be sent separately.
3. Unless expressly otherwise agreed, all shipments shall require advance payment (to be made in the manner specified in the order form made available in the Online Shop). In the event that the Supplier has agreed to payment after delivery, the invoices shall be due and payable by the Purchaser within 5 business days upon receipt of the Goods and the invoice.
4. The Purchaser shall have a right to offset against claims (Aufrechnung) only if its counterclaim has been established by a final and binding decision or is undisputed. The same shall apply to the right of retention, the valid exercise of which shall further require that the counterclaim of the Purchaser must arise under the same contractual relationship.

§ 4 Delivery Times, Failure to Deliver and to Take Delivery

1. Any date of dispatch communicated by the Supplier shall be only approximate and may therefore be exceeded by up to two business days, except if a fixed date of dispatch has been agreed upon.
2. Any time period relevant to determine the date of dispatch pursuant to this Section 4 (as specified by the Supplier when the order is made or as otherwise agreed upon) shall begin (a) if advance payment has been agreed, upon receipt of the full purchase price (including VAT and shipping costs) or (b) if payment after delivery has been agreed, upon the conclusion of the sales contract.
3. The date of dispatch shall be such day on which the Goods are handed over by the Supplier to the carrier.
4. Regardless of whether any product is indicated in the Online Shop as “in stock” or similar, the Supplier may sell such product at any time, provided that (a) the order form has included a notice as to the limited availability of the Goods or (b) an advance payment has been agreed upon and this payment amount is not received by the Supplier within a period of five business days upon acceptance of the order. In such cases, the Supplier shall only be obligated to dispatch the Goods within the time period agreed upon or indicated by the Supplier as long as stock lasts.
5. In the event that no date of dispatch has been specified or otherwise agreed upon or the Supplier is no longer required to deliver within any agreed time period pursuant to subsection 4, the Supplier shall be required to dispatch the Goods within a period of two weeks after the Relevant Date pursuant to subsection 2.6. If the failure to observe the times is due to force majeure such as mobilization, war, civil unrest or similar events, e.g. strike or lockout, the Supplier shall be entitled to extend the times by a reasonable degree.

§ 5 Shipment, Insurance and Passing of Risk

1. Unless agreed otherwise, the Supplier shall be entitled to determine the type of delivery (including, without limitation, the transport company, method of delivery, packaging).
2. Partial deliveries of Goods included in the same order shall be permitted, provided that the Goods can be used separately and provided further that the Supplier shall bear any additional shipping costs caused thereby.
3. The Supplier shall only be obliged to properly and timely deliver the Goods to the carrier and shall not be responsible for any delays caused by the carrier. Any transit times specified by the Supplier shall therefore only be non-binding estimates.
4. If the Purchaser is a Consumer, the risk of accidental destruction, damage or loss of the delivered product shall pass to the Purchaser upon delivery of the product to the Purchaser or upon the Purchaser’s default of acceptance. In all other cases, such risk shall pass to the Purchaser upon delivery of the product by us to the carrier.
5. The Supplier shall insure the product against the usual risks of transportation at our cost and expense.

§ 6 Retention of Title

1. The Supplier reserves the right to retain title in the sold Goods up until full payment on all claims of the Supplier arising under the purchase contract.
2. The Purchaser shall not be entitled to resell any products delivered by the Supplier which are under retention of title, except with prior written consent.

§ 7 Qualitiy Defects

1. In the event of a defect of the delivered product, the Purchaser shall be entitled to request from the Supplier to repair the defect or to supply another product (as ordered) which is free from defects as set forth in Sec. 437 of the German Civil Code. If the Purchaser is a Business Customer, the Supplier shall have the right to choose between any such remedies at his discretion, provided that such choice shall be made by the Supplier by written notice (in „text form“, including by telefax or by e-mail) within a period of three business days following receipt of the Business Customer’s notice of the defect. The Supplier may refuse to remedy a defective product in the manner requested by the Business Customer if such remedy would result in unreasonable costs. Unjustified notices of defects shall entitle the Supplier to have its expenses reimbursed by the Purchaser.
2. If the remedy (supplementary performance) pursuant to Section 7 (1) fails or cannot reasonably be expected from the Purchaser or the Supplier refuses to remedy the defect, the Purchaser shall be entitled to terminate the sales contract, reduce the purchase price or claim damages or frustrated expenses, in each case in accordance with applicable law; provided, however, that damage claims of the Purchaser shall be subject to the provisions contained in § 10 of these GTCS.
3. The warranty period shall be two years upon delivery of the Product if the Purchaser is a Consumer or otherwise twelve months upon delivery of the product. This shall not apply where longer periods are prescribed by law pursuant to Section 479 (1) (right of recourse, Rückgriffsanspruch) of the German Civil Code, as well as in cases of death, personal injury or damage to health, or where the Supplier intentionally or grossly negligently breaches its duty or willfully (arglistig) conceals a defect. The statutory provisions regarding suspension of expiration (Ablaufhemmung), suspension (Hemmung) and recommencement of limitation periods shall remain unaffected.
4. With regard to Business Customers only, the following shall apply: The Business Customer shall promptly upon delivery inspect the product with due care. The delivered product shall be deemed to be approved by the Business Customer unless the defect is notified to the Supplier (i) in case of any obvious defects within a period of five business days upon delivery or (ii) otherwise within five business days from the day when the defect has been identified.
5. With regard to Business Customers only, there shall be no claims resulting from defects in the case of minor deviations from the agreed nature and quality (Beschaffenheit), of only minor impairment of usefulness, or natural wear and tear or damage arising after the passing of risk as a result of faulty or negligent handling, excessive use, unsuitable equipment, defective workmanship or from particular external influences not assumed under the contract, or from non-reproducible software errors. Likewise, claims based on defects attributable to improper modifications or repair work carried out by the Business Customer or third parties or to the consequences thereof shall also be excluded.
6. With regard to Business Customers only, the Purchaser’s rights of recourse against the Supplier pursuant to Section 478 of the German Civil Code (Rückgriff des Unternehmers) shall only exist insofar as the Purchaser has not made any agreements with its customer exceeding the scope of statutory rules governing claims arising from defects. Moreover, Art. VIII No. 7 shall apply accordingly to the scope of the Purchaser’s right of recourse against the Supplier pursuant to Section 478 (2) of the German Civil Code.

§ 8 Industrial Propery Rights and Copyright; Defects in Title

1. Unless agreed otherwise, the Supplier shall perform its contractual services free from third- party industrial property rights and copyright (hereinafter referred to as: IP Rights) solely in the country of the place of destination. If a third party asserts justified claims against the Purchaser based on an infringement of IP Rights with respect to services that were performed by the Supplier and were used in accordance with the contract, the Supplier shall be liable to the Purchaser as follows within the time period set forth in § 7 No. 2:a) The Supplier shall, at its own selection and expense, either acquire a license to use the supplies in question, to modify them such that they no longer infringe the IP Right, or replace them. If it would be unreasonable for the Supplier to do this, the Purchaser may rescind the contract or reduce the fee in accordance with statutory rules.b) The Supplier’s liability to pay damages shall be governed by § 10.c) The above obligations of the Supplier shall only apply if the Purchaser informs the Supplier of claims asserted by the third party without delay and in writing, does not acknowledge any infringement and leaves any defense measures and settlement negotiations to the discretion of the Supplier. If the Purchaser ceases to use the supplies for damage limitation purposes or for any other significant reasons, it shall be obliged to point out to the third party that no acknowledgement of infringement may be inferred from the fact that use has been discontinued.
2. Claims of the Purchaser shall be excluded if the Purchaser is itself responsible for the infringement of an IP Right.
3. Claims of the Purchaser shall also be excluded if the infringement of the IP Right is caused by specifications stipulated by the Purchaser, by a type of use not foreseeable by the Supplier or by the delivery being modified by the Purchaser or being used together with products not supplied by the Supplier.
4. The Supplier hereby fully reserves any proprietary rights and/or copyrights with regard to the use of cost estimates, drawings, manuals and other documents (hereinafter referred to as: “Documents”). The Documents shall not be made accessible to third parties without the Supplier’s prior consent and shall, upon request, be returned without delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply accordingly to
Documents of the Purchaser; they may, however, be made accessible to those third parties to whom the Supplier has lawfully transferred the supplies.
5. The Purchaser shall have the non-exclusive right to use software supplied by the Supplier, provided that the software remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. The Purchaser may make two back-up copies without express agreement.
6. Without prejudice to the above, the provisions of § 7 No. 1 shall, with regard to the Purchaser’s claims pursuant to No. 1 a), apply accordingly in the event of an infringement of an IP Right.
7. Where any other defects in title occur, the provisions of § 10 shall apply accordingly.
8. Any other claims of the Purchaser against the Supplier or its appointees (Erfüllungsgehilfen), or any such claims other than those set forth in this § 8, resulting from a defect in title shall be excluded.

§ 9 Impossibility of Performance, Adjustment of the contract

1. If the Goods are no longer available within the foreseeable future, the Supplier shall without undue delay inform the Purchaser thereof and the Supplier shall be entitled to terminate the sales contract. In case of such termination, the Supplier shall without undue delay reimburse the Purchaser any payments which the Purchaser has made to the Supllier in respect of the order.
2. To the extent that delivery is not possible, the Purchaser shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser’s claim for damages shall, however, be limited to an amount of 10 % of the value of that part of the delivery which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of mandatory liability based on intent, gross negligence, death, personal injury or damage to health; this shall not result in a change in the burden of proof to the detriment of the Purchaser. The right of the Purchaser to rescind the contract shall remain unaffected.
3. Where unforeseeable events within the meaning of § 4 No. 6 substantially change the economic basis or contents of the contractual performance or considerably affect the Supplier’s business, the contract shall be reasonably adjusted having regard to the principles of good faith. Where doing so is economically unreasonable, the Supplier shall have the right to rescind the contract. If the Supplier intends to exercise its right of rescission, it shall notify the Purchaser thereof without undue delay upon becoming aware of the event. If the Supplier fails to give such notice within this period, its right of rescission shall be lost.

§ 10 Other Claims for Damages

1. The liability of the Supplier for damages, irrespective of the legal basis of such liability, applies only in the event of intentional or grossly negligent conduct. In case of basic negligence (einfache Fahrlässigkeit), the Supplier shall only be liable for damage resulting from death, personal injury or damage to health, or for damage resulting from the violation of a fundamental contractual obligation (wesentliche Vertragspflicht) (an obligation the fulfillment of which renders the proper performance of the contract possible in the first instance and the compliance with which a contractual partner typically does, and is entitled to, rely upon); in such case, however, the liability of the Supplier shall be limited to the reimbursement of foreseeable and typical damage. Furthermore, in case of basic negligence the Supplier shall not be liable (on whatever legal grounds) for damages which may not reasonably be foreseen, assuming a normal use of the Goods, and the Supplier ́s liability shall be excluded for damages resulting out of a loss of data if their recovery is not possible or impeded due to a failure to perform appropriate data back-up procedures.
3. The limitations of liability set forth in subsection 1 shall not apply in the event that the Supplier has willfully (arglistig) concealed a defect or has provided a guarantee as to the nature and quality of the Goods (within the meaning of Section 444 of the German Civil Code). Sentence 1 shall apply accordingly to claims of the Purchaser arising under the German Product Liability Act (Produkthaftungsgesetz).
4. The Supplier ́s liability for late delivery shall, except in cases of wilful misconduct or gross negligence, be limited to an amount equal to 10 % of the aggregate purchase price (including VAT).

§ 11 Data protection clause

1. The Supplier may save and process any data relating to the Purchaser, to the extent necessary for the purpose of the execution and implementation of the sales contract and as long as the Supplier is required to keep such data in accordance with applicable law.
2. The Supplier shall have the right to submit personal data relating to the Purchaser to credit agencies, to the extent necessary for a credit check, subject, however, to the Purchaser’s consent in each individual case. The Supplier shall not make available any personal data of the Purchaser to other third parties without the express consent of the Purchaser, except to the extent that a disclosure is required under applicable law.
3. The Supplier shall not be permitted to collect, submit to any third party or otherwise process personal data of the Purchaser for any purpose other than those set forth in this Section 11.

§ 12 Notice of Revocation Rights

Revocation Rights
The Purchaser (as a Consumer) has the right to terminate this contract within 14 days without giving any reason. The period of revocation is 14 days beginning with the day on which the consumer or a third party indicated by the consumer and other than the carrier acquires the material possession of each of the goods ordered.
 
To exercise the right of revocation the Consumer has to notify
BEACONinside GmbH
Gustav-Meyer-Allee 25
13355 Berlin
Deutschland
support@beaconinside.com
in writing (e.g. letter, email) with a clear statement regarding the Consumer’s decision to revoke this contract. The Consumer may use the annexed model revocation form, which, however, is not obligatory. The timely despatch of the declaration of revocation shall be deemed sufficient for compliance with the revocation term. Revocation ConsequencesIn case the Consumer terminates this contract, the received payments including delivery expenses (excluding additional costs resulting from the Consumer choosing a delivery method other than the economically most advantageous standard delivery offered by BEACONinside) shall be returned promptly and no later than 14 days beginning with the day the notification about the Consumer’s revocation of this contract is received. The same means of payment used for the original transaction shall be used for this refund unless explicitly arranged otherwise with the Consumer; in any case, no fees regarding this refund will be charged. The refund may be refused until the goods are returned or the Consumer has submitted a verification of returning the goods, whichever the earlier.
The Consumer has to return the goods to BEACONinside GmbH
Gustav-Meyer-Allee 25
13355 Berlin, Germany
immediately and in any case within 14 days beginning with the day the notification about the Consumer’s revocation of this contract is send. The despatch of the goods before the end of the 14 day revocation period shall be deemed sufficient for compliance with the revocation term. The Consumer must pay for the immediate costs of returning the goods.The Consumer is only liable for compensation of deterioration as far as the deterioration is based on handling that exceeds testing of condition, features and functions.
End of revocation rights
 

§ 13 Venue and applicable law

1. Any contracts entered into between the Supplier and the Purchaser shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CiSG). The requirements and effects of the retention of title agreed above shall be governed by the law applicable at the place of the storage of the Goods insofar as the choice in favour of German law should be unlawful or invalid pursuant to the respective law.
2. If the Purchaser is a Business Customer, the sole venue for all disputes arising directly or indirectly out of or in connection with the contract shall be the Supplier’s place of business. However, the Supplier may also bring an action at the general place of jurisdiction of the Business Customer. In all other cases, the Supplier or the Business Customer may file suit before any court of competent jurisdiction under applicable law.*****