1. Scope of these Terms and Conditions

(1) All offers and sales contracts made on the basis of orders by our customers (each, a
„Customer“) through any online shop (the „Online Shop“) shall be governed by these general
terms and conditions of sale (the „General Terms and Conditions“).

(2) The product offerings in the Online Shop are directed to both Consumers and Business
Customers (as defined below), but in each case only to end users. For the purpose of these
General Terms and Conditions, (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
(Sec. 13 of the Spanish 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 (Sec. 14 (1) of the Spanish Civil
Code).

(3) Standard business conditions of the Customer do not apply, regardless of whether or not
we expressly object to them in a particular case.

2. Conclusion of Contract

(1) Our offerings in the Online Shop are non-binding.

(2) By placing an order in the Online Shop, the Customer makes a binding offer to purchase
the relevant product. The offer will remain open for acceptance by us for a period ending at
the end of the (third) business day following the day of the offer.

(3) Without undue delay upon receipt of the order, the Customer will receive by email a
confirmation of receipt, which shall not constitute an acceptance of the order. The order shall
be deemed to be accepted by us upon subsequent (email) acceptance of the order. The
sales contract with the Customer shall not become effective until our acceptance.

3. Prices and Payment

(1) Our prices include statutory VAT, customs duties and similar charges.

(2) The Customer shall have no right of set-off or retention, except to the extent that the
counterclaim has not been disputed by us or been determined by a final and binding
decision.

4. Provision; Delivery

(1) Delivery costs will be added to customers orders. The costs appears in the order review as well as on the invoice.

Any period for the provision of the product, specified by us at the time of the order shall begin upon conclusion of the sales contract.

(2) Any time period for the provision of the product specified by us shall be only approximate
and may therefore be exceeded by up to two business days, except if a fixed date of
provision has been agreed upon.

(3) In the event that our supplier fails to deliver in a timely manner a product that has been
indicated on the order form as „not in stock“, any applicable period for provision shall be
deemed to be extended until delivery is made by our supplier plus an additional period of
three business days, but in no event by a period exceeding three weeks; provided, in each
case, that
 

• our suppliers failure to timely supply the products is not a result of our fault or
negligence and

• we have ordered the relevant product from the supplier prior to conclusion of the
sales contract in such a timely manner that under normal circumstances a timely provision
could reasonably be expected.

(4) In the event that the product is no longer available for a reason not attributable to us or
cannot be timely provided despite our timely order, we shall be entitled to terminate the sales
contract. We shall without undue delay inform the Customer of the non-availability of the
product and, in case of a termination, promptly reimburse the Customer any payments made
to us.

(5) If the Customer has purchased, through the same order, several products that can be
used separately, we may provide those products in separate tranches. The Customer’s
statutory rights in relation to the timely and proper provision shall not be affected thereby.

 

5. Warranty

(1) In the event of a defect of the product, the Customer shall be entitled to request from us
to repair the defect or to supply another product (as ordered) which is free from defects.
Notwithstanding the foregoing, if the Customer is a Business Customer, we shall have the
right to choose between any such remedies at our discretion, provided that such choice shall
be made by us by written notice (in „text form“, including by telefax or by e-mail) within a
period of three business days following receipt of the Customer’s notice of the defect.

(2) If remediation pursuant to subsection 1 fails or cannot reasonably be expected from the
Customer or we refuse to remedy the defect, the Customer 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
Customer shall be subject to the provisions contained in Section 7 of these General Terms
and Conditions.

(3) The warranty period shall be two years upon handing over of the Product.

6. Liability

(1) Our liability for late provision shall, except in cases of wilful misconduct or gross
negligence, be limited to an amount equal to 100% of the aggregate purchase price
(including VAT).

(2) We shall not be liable (on whatever legal grounds) for damages which may not
reasonably be foreseen, assuming a normal use of the product. Furthermore, our liability
shall be excluded for damages resulting out of a loss of data to the extent that data recovery
is not possible or impeded due to a failure to perform appropriate data back-up procedures.
The foregoing limitations of liability shall not apply in cases of wilful misconduct or gross
negligence.

(3) The provisions of this Section shall not apply with respect to our liability for guaranteed
product specifications (within the meaning of Sec. 444 of the Spanish Civil Code), personal
injury or under the Spanish Product Liability Act.

7. Applicable Law and Competent Courts
 

(1) Any contracts entered into between us and the Customer shall be governed by the laws
of Spain under exclusion of the UN Convention on the
International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws
provisions. If the Customer is a Consumer and has his or her habitual residence in another
country, the Customer shall, however, continue to have the protection afforded to him by
provisions that cannot be derogated from by agreement by virtue of the law applicable in the
state of the Customer’s habitual residence.

(2) If the Customer is a corporation, limited liability company or commercial partnership or
otherwise operates a commercial business (within the meaning of Sec. 1 (1) of the
Spanish Commercial Code) or is a legal entity or special fund organized under public law, the
courts in Spain shall have exclusive jurisdiction in respect of all disputes arising out of or
in connection with the relevant contract. In all other cases, we or the Customer may file suit
before any court of competent jurisdiction under applicable law.