Terms of service

1. General and Scope

The following terms and conditions (AGB) apply to all contracts concluded between Espuente GmbH, Am Linsenberg 6, 61352 Bad Homburg, Germany, Tel: +49 (0) 6172 26 58 502, Email: hello@espuente.com (hereinafter referred to as "seller") and the buyer for the delivery of goods through remote sales via www.espuente.com. The seller does not recognize any conflicting or deviating conditions of the buyer and expressly objects to them. Supplementary agreements and/or side agreements are only valid if the seller expressly agrees to them in writing. The statutory provisions regarding the precedence of individual agreements remain unaffected.

These AGB contain different regulations for consumers and entrepreneurs.

According to § 13 of the German Civil Code (BGB), a consumer is any natural person who concludes a legal transaction for purposes that cannot be attributed predominantly to their commercial or self-employed professional activity.

According to § 14 BGB, an entrepreneur is a natural or legal person or a legal partnership with legal capacity who acts in the exercise of their commercial or self-employed professional activity. A legal partnership with legal capacity is a partnership that has the ability to acquire rights and incur liabilities.

2. Offer and Conclusion of Contract

2.1. The seller's offers on www.espuente.com are non-binding catalog offers. The buyer can add one or more items to the virtual shopping cart. By clicking the shopping cart icon button and then the "checkout" button, the buyer enters the ordering process. After entering the personal information required for the order and other necessary information for the order processing, the buyer submits a binding offer to purchase the respective goods by clicking the "Buy Now" button as the final step of the ordering process. The buyer has the option to review and modify their entries before finally clicking the "Buy Now" button. For this purpose, the buyer can return to the respective page of the order processing by clicking on the previous order steps and change the respective information.

2.2. Once the buyer has completed the ordering process, the seller immediately confirms the receipt of the order by email. This confirmation of receipt does not constitute a binding acceptance of the order. The purchase contract is concluded with the order confirmation or the delivery of the goods by the seller. The order confirmation will be sent to the buyer by email. If the buyer does not receive an order confirmation or delivery within three (3) days, the buyer is no longer bound to their order.

3. Prices

The prices stated by the seller are inclusive of the applicable statutory value-added tax for consumers.

4. Delivery

4.1. The delivery time can be found in the information under "Shipping and Payment Conditions."

4.2. The seller is entitled to make partial deliveries if this is reasonable for the buyer. For consumers, this only applies if the buyer's interest in the entire contract has not been forfeited due to the partial delay or partial delivery. The burden of proof for this, as well as for the reasonableness, lies with the seller in case of dispute. Additional shipping costs for partial deliveries will only apply if expressly agreed. In these terms, partial delivery always refers to the delivery of an order in multiple shipments/pieces. The seller is not entitled to make other partial deliveries without prior express agreement with the buyer.

4.3. If the buyer is a consumer, the seller bears the shipping risk regardless of the shipping method, unless the buyer has commissioned the carrier, the freight forwarder, or the person or institution designated for shipping without the seller previously naming this person or institution.

4.4. If the buyer is an entrepreneur, all risks and dangers of shipping pass to the buyer as soon as the goods have been handed over by the seller to the commissioned logistics partner.

5. Payment Conditions

5.1. The buyer has various payment options available, which are listed under the link "Payment."

5.2. Payment is due immediately upon conclusion of the contract.

5.3. In the event of the buyer's payment default, the statutory regulations on default apply. The interest rate for consumers is 5 percentage points above the base interest rate per annum according to § 288 BGB, and for entrepreneurs, it is 9 percentage points above the base interest rate per annum.

5.4. The buyer is only entitled to set-off rights, if the counterclaims are not disputed, legally established, or recognized by the seller, and if they arise from the same contractual relationship as the seller's claims.

5.5. If the buyer is an entrepreneur, they are not entitled to any rights of retention, except for counterclaims arising from the same contractual relationship, if these counterclaims are not disputed by the seller, not legally established, or not ready for decision.

5.6. After shipping the goods, the buyer will receive an invoice to the billing address provided during the order process. It is the buyer's responsibility to check all provided information for accuracy and completeness before submitting the order form. A claim for subsequent correction of the invoice is only possible if the invoice data does not correspond to the data in the completed order form. Any further subsequent changes to the invoice recipient, for example, from a private to a business buyer or vice versa, will not be made.

6. Warranty / Liability

6.1. Regarding the liability for defects (warranty), the statutory provisions apply. The buyer is entitled to statutory warranty rights.

6.2. In contracts with entrepreneurs or legal entities under public law, the following applies:

The buyer's claims for defects shall become time-barred 12 months after the transfer of risk. Obvious defects must be reported within a period of 14 days, otherwise, they shall be deemed approved. Shortages must be reported within 4 days. If the transaction is a commercial transaction for both parties, the buyer, contrary to item b, must fulfill the obligations of § 377 HGB (German Commercial Code). This includes promptly inspecting the goods after delivery by the seller, as far as this is feasible in the ordinary course of business, and immediately notifying the seller if there is a defect or a shortage. If the buyer fails to provide timely notification (i.e., not immediately), the goods are considered approved. Hidden defects must also be reported promptly upon their discovery; otherwise, they are also considered approved if not reported promptly. In the event of a defect in the purchased item, the seller is entitled to remedy the defect by either rectification or delivery of a defect-free item, at their discretion. The buyer must grant the seller a reasonable period, varying according to the actual circumstances of the individual case but not less than 7 days, for rectification. The seller shall bear the necessary expenses for rectification, in particular, transport, travel, labor, and material costs. In the case of rectification, the seller's liability for necessary expenses is limited to the amount of the purchase price. If rectification in accordance with § 440 BGB (German Civil Code) fails, the buyer may, at their discretion, demand rescission or reduction of the purchase price. Further claims of the buyer, especially claims for consequential damages, are generally excluded. This does not affect the unlimited liability for damages resulting from injury to life, body, or health, as well as other damages resulting from a negligent or grossly negligent breach of duty by the seller or a willful or negligent breach of duty by a legal representative or vicarious agent. The unlimited liability also applies to breaches of material contractual obligations, i.e., those contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the buyer regularly relies and may rely. In all other respects, liability is limited to the typically foreseeable damage that occurs in the context of the transactions underlying these terms and conditions. Liability under the Product Liability Act remains unaffected.

7. Retention of Title

7.1. The delivered goods remain the property of the seller until the purchase price has been fully paid.

7.2. The following applies to buyers who are entrepreneurs:

a. The seller retains ownership of the goods (reserved goods) until all payments from the business relationship with the buyer have been received.

If the buyer fails to fulfill their payment obligation despite a reminder with a deadline, the seller may demand the return of the reserved goods without any further prior deadline. The costs incurred in this process shall be borne by the buyer. In the repossession of the reserved goods by the seller, there is always a withdrawal from the contract. After repossessing the reserved goods, the seller is entitled to dispose of them. The proceeds from the disposal shall be offset against the buyer's liabilities - minus reasonable disposal costs. The buyer must inform the seller immediately in writing about any access by third parties, in particular, enforcement measures, and any impairments of the seller's property. The buyer must reimburse the seller for all damages and costs resulting from a breach of this obligation and necessary intervention measures against third-party access, in particular, a claim pursuant to § 771 ZPO (German Code of Civil Procedure).

7.3. The buyer is entitled to resell the reserved goods in the normal course of business. However, the buyer hereby assigns to the seller the claims to the amount of the invoice final amount (including VAT) that arise from the resale of the reserved goods against its customers or third parties; this assignment shall apply irrespective of whether the purchased item is resold with or without processing. The buyer remains authorized to collect the claim even after the assignment. The seller's authority to collect the claim themselves remains unaffected. However, the seller will not collect the claim as long as the buyer fulfills their payment obligations. Once the buyer is in default of payment, or if an application for the opening of insolvency proceedings has been filed or payment has been suspended, the seller may demand that the assigned claims and their debtors be disclosed, the debtors be informed of the assignment by the buyer, and the buyer provide all necessary documents and information for collection and enforcement.

7.4. Processing or transformation of the purchased item by the buyer is always carried out for the seller. If the purchased item is processed with other items not belonging to the seller, the seller acquires co-ownership of the new item in the ratio of the value of the purchased item (invoice final amount, including VAT) to the other processed items at the time of processing. The same applies to the item created by processing as to the item delivered under retention.

7.5. If the purchased item is inseparably mixed with other items not belonging to the seller, the seller acquires co-ownership of the new item in the ratio of the value of the purchased item (invoice final amount, including VAT) to the other mixed items at the time of mixing. If mixing is carried out in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to the seller. The buyer shall hold the sole ownership or co-ownership thus created in safekeeping for the seller.

7.6. The buyer also assigns to the seller the claims for securing the seller's claims against the buyer that arise from the connection of the purchased item with real property against a third party.

7.7. The seller undertakes to release the securities to which they are entitled at the request of the buyer insofar as the realizable value of their securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at the seller's discretion.

8. Withdrawal Instructions for Consumers (§ 13 BGB)

8.1. Consumers (as defined in Section 1 above) have the following statutory right of withdrawal.

Right of Withdrawal Consumers have the statutory right of withdrawal as set out in the following model withdrawal instructions:

Withdrawal Instructions

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period will expire after fourteen days from the day on which you, or a third party other than the carrier and indicated by you, acquires physical possession of the goods.

To exercise the right of withdrawal, you must inform us, Espuente GmbH, Am Linsenberg 6, 61352 Bad Homburg, Germany, Tel: +49 (0)6172 26 58 502, Email: hello@espuente.com, of your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory. You can also electronically fill in and submit the model withdrawal form or any other unequivocal statement on our website www.espuente.com. If you use this option, we will communicate to you an acknowledgement of receipt of such withdrawal on a durable medium (e.g., by email) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of Withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

You shall send back the goods or hand them over to us, Espuente GmbH, Am Linsenberg 6, 61352 Bad Homburg, Germany, Tel: +49 (0)6172 26 58 502, Email: hello@espuente.com, without undue delay and in any event not later than fourteen days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired.

You will bear the direct cost of returning the goods. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics, and functioning of the goods.

End of Withdrawal Instructions

 

Model Withdrawal Form

(If you want to withdraw from the contract, please fill out this form and send it back.)

To: Espuente GmbH, Am Linsenberg 6, 61352 Bad Homburg, Germany, Email: hello@espuente.com

I/We () hereby give notice that I/We () withdraw from my/our () contract of sale of the following goods ()/ provision of the following service (*),

-Ordered on ()/received on () -Name of consumer(s) -Address of consumer(s) -Date -Signature of consumer(s) (only if this form is notified on paper)

(*) Delete as appropriate.

9. Mandatory Information

a) The provider of the offers on espuente.com is Espuente GmbH, Am Linsenberg 6, 61352 Bad Homburg, represented by Tomo Yuki-Hesse, Telephone: 06172 26 58 502, Email: hello@espuente.com.
b) We are not subject to any special codes of conduct.
c) The essential characteristics of the goods offered by us can be found in the descriptions on our website.
d) The language available for the conclusion of the contract is exclusively German.
e) As a consumer, you have statutory rights regarding defects. Complaints and warranty claims can be submitted to the address given above under (a) or via email.
f) The contract text (consisting of the order data and the terms and conditions) will be sent to you via email with our order confirmation.
g) For information regarding payment, performance, or fulfillment, please refer to the respective offer and other information on our website.
h) Complaint procedure via the EU online dispute resolution platform: Consumers have the possibility to initiate an out-of-court dispute resolution through this link to the European Online Dispute Resolution (ODR) platform.

10. Final Provisions, Miscellaneous

10.1. German law applies to the contractual relationship between the seller and the buyer, as well as to the respective terms and conditions. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

If the buyer is a consumer, the applicable legal regulations and rights of the consumer in their country of residence shall remain unaffected by this agreement.

10.2. The exclusive place of jurisdiction is the court at the registered office of the seller if the buyer is a merchant within the meaning of the German Commercial Code (HGB) or a legal entity under public law. The seller also has the right to sue at the buyer's place of business.

10.3. Should individual provisions of this contract be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The statutory provision shall replace the ineffective provision.