Terms and Conditions

Table of contents

1. Scope of application
2. Conclusion of contract
3. Right of withdrawal
4. Prices and terms of payment
5. Delivery and shipping conditions
6. Retention of title
7. Liability for defects (warranty)
8. Liability
9. Special conditions for the processing of goods according to specific customer specifications
10. Applicable law
11. Place of jurisdiction
12. Alternative dispute resolution

1) Scope of application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of the company Protedac GmbH (hereinafter referred to as "Seller") shall apply to all contracts concluded between a consumer or a trader (hereinafter referred to as "Client") and the Seller relating to all goods and/or services presented in the Seller's online store. The inclusion of the customer's own terms and conditions is hereby rejected, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that cannot be attributed primarily to their commercial or independent professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

2) Conclusion of contract

2.1 The product descriptions contained in the seller's online store do not constitute binding offers on the part of the seller, but serve to submit a binding offer by the customer.

2.2 The customer can submit the offer via the online order form integrated into the seller's online store. After placing the selected goods in the virtual shopping cart and going through the electronic ordering process, the customer submits a legally binding contractual offer with regard to the goods contained in the shopping cart by clicking the button that concludes the ordering process.

2.3 The seller may accept the customer's offer within five days,

• by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive in this respect, or
• by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive in this respect, or
• by requesting payment from the customer after the order has been placed.

If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment shall be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/legalhub/paypal/useragreement-full or - if the customer does not have a PayPal account - subject to the terms and conditions for payments without a PayPal account, available at https://www.paypal.com/de/legalhub/paypal/privacywax-full. If the customer pays by means of a payment method offered by PayPal that can be selected in the online ordering process, the seller already declares acceptance of the customer's offer at the time the customer clicks the button that completes the ordering process.

2.5When an order is placed using the Seller’s online order form, the Seller will store the contract text after the contract is concluded and send it to the Customer in writing (e.g., via email, fax, or letter) after the Customer submits the order. The Seller will not make the contract text available in any other way. If the Customer has created a user account in the Seller’s online store prior to submitting their order, the order data will be archived on the Seller’s website and can be accessed by the Customer free of charge via their password-protected user account by entering the corresponding login credentials.

2.6 Before submitting a binding order via the seller's online order form, the customer can recognize possible input errors by carefully reading the information displayed on the screen. An effective technical means for better recognition of input errors can be the magnification function of the browser, which enlarges the display on the screen. Customers can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click on the button that completes the ordering process.

2.7 The German language is available for the conclusion of the contract.

2.8 Order processing and contact are generally carried out by e-mail and automated order processing. The customer must ensure that the e-mail address provided by him for order processing is correct so that the e-mails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all e-mails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.

3) Right of withdrawal

3.1 Consumers are generally entitled to a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the seller's withdrawal policy.

3.3 The right of withdrawal does not apply to consumers who do not belong to a member state of the European Union at the time the contract is concluded and whose sole place of residence and delivery address are outside the European Union at the time the contract is concluded.

4) Prices and terms of payment

4.1 Unless otherwise stated in the seller's product description, the prices quoted are total prices that include statutory VAT. Any additional delivery and shipping costs will be indicated separately in the respective product description.

4.2 For deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

4.3 The payment option(s) will be communicated to the customer in the seller's online store.

4.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed a later due date.

4.5 If a payment method offered via the "PayPal" payment service is selected, the payment shall be processed via PayPal, whereby PayPal may also use the services of third party payment service providers for this purpose. If the Seller also offers payment methods via PayPal for which it makes advance payments to the Customer (e.g. purchase on account or payment by installments), it assigns its payment claim in this respect to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal shall carry out a credit check using the transmitted customer data. The seller reserves the right to refuse the customer the selected payment method in the event of a negative check result. If the selected payment method is approved, the customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the customer can only pay PayPal or the payment service provider commissioned by PayPal with debt-discharging effect. However, the seller remains responsible for general customer inquiries, e.g. regarding the goods, delivery time, shipment, returns, complaints, revocation declarations and shipments or credit notes, even in the event of the assignment of claims.

4.6If a payment method offered through the "Shopify Payments" payment service is selected, payment processing is handled by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The specific payment methods offered through Shopify Payments are disclosed to the customer in the seller’s online store. To process payments, Stripe may use additional payment services, which may be subject to specific payment terms and conditions; the customer will be notified of these separately, if applicable. Further information about “Shopify Payments” is available online at https://www.shopify.com/legal/terms-payments/de.

4.7If a payment method offered via the “Apple Pay” payment service is selected, payment processing is handled by Apple Distribution International (Apple), Hollyhill Industrial Estate, Hollyhill, Cork, Ireland (“Apple”). The specific payment methods offered via Apple Pay are communicated to the customer in the seller’s online store. To process payments, Apple may use additional payment services, which may be subject to special payment terms and conditions, to which the customer may be separately notified. Further information about Apple Pay is available online at https://www.apple.com/de/apple-pay/.

4.8If a payment method offered via the “Google Pay” payment service is selected, payment processing is handled by Google Ireland Limited, Gordon House, 4 Barrow St, Dublin, D04 E5W5, Ireland (“Google”). The specific payment methods offered via Google Pay are communicated to the customer in the seller’s online store. To process payments, Google may use additional payment services, which may be subject to special payment terms and conditions that the customer may be notified of separately. Further information about Google Pay is available online at https://pay.google.com/intl/de_de/about/.

5) Delivery and shipping conditions

5.1 If the seller offers to ship the goods, delivery shall be made within the delivery area specified by the seller to the delivery address specified by the customer, unless otherwise agreed. The delivery address specified in the seller's order processing is decisive for the processing of the transaction.

5.2 If the delivery of the goods fails for reasons for which the customer is responsible, the customer shall bear the reasonable costs incurred by the seller as a result. This does not apply with regard to the costs for the return shipment if the customer effectively exercises his right of withdrawal. If the customer effectively exercises his right of revocation, the provision made in the seller's revocation instructions shall apply to the return costs.

5.3 If the customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the customer is acting as a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall not pass to the customer until the goods are handed over to the customer or a person authorized to receive them. Notwithstanding this, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer, even in the case of consumers, as soon as the seller has delivered the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment, if the customer has commissioned the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment and the seller has not previously named this person or institution to the customer.

5.4If the customer is a consumer domiciled in Germany or a business entity, the seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the seller. However, this applies only if the seller is not responsible for the non-delivery and has entered into a specific offsetting transaction with the supplier with due care. The seller will make every reasonable effort to procure the goods. In the event that the goods are unavailable or only partially available, the customer will be notified immediately and the purchase price will be refunded without delay.

5.5 Self-collection is not possible for logistical reasons.

6) Retention of title

If the seller makes advance payment, he shall retain title to the delivered goods until the purchase price owed has been paid in full.

7) Liability for defects (warranty)

Unless otherwise stated in the following provisions, the provisions of statutory liability for defects shall apply. In deviation from this, the following applies to contracts for the delivery of goods:

7.1 If the customer acts as an entrepreneur,

• the seller has the choice of the type of subsequent performance;
• the limitation period for warranty rights for new goods is one year from delivery of the goods;
• the warranty rights are excluded for used goods;
• the limitation period shall not recommence if a replacement delivery is made as part of the liability for defects.

7.2 The aforementioned limitations of liability and shortening of time limits do not apply

• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect,
• for goods that have been used for a building in accordance with their normal use and have caused its defectiveness,
• for any existing obligation of the seller to provide updates for digital products, in the case of contracts for the supply of goods with digital elements.

7.3 In addition, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse shall remain unaffected.

7.4 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), he shall be subject to the commercial obligation to inspect and give notice of defects pursuant to § 377 HGB. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.

7.5 If the customer is acting as a consumer, he is requested to complain to the deliverer about delivered goods with obvious transport damage and to inform the seller of this. If the customer fails to do so, this shall have no effect on his statutory or contractual claims for defects.

8) Liability

The Seller shall be liable to the Customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

8.1 The Seller shall be liable without limitation for any legal reason

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, limb or health,
• on the basis of a guarantee promise, unless otherwise agreed,
• due to mandatory liability such as under the Product Liability Act.

8.2If the customer is a consumer residing in Germany or a business, the following limitations of liability apply:

If the seller negligently breaches a material contractual obligation, the seller’s liability is limited to the foreseeable damages typical for this type of contract, unless the seller is liable without limitation in accordance with the preceding paragraph. Material contractual obligations are obligations that the contract imposes on the seller, based on its content, to achieve the purpose of the contract; the fulfillment of which is essential for the proper performance of the contract; and on whose compliance the customer may reasonably rely. In all other respects, the seller’s liability is excluded, unless the seller is liable without limitation in accordance with the preceding paragraph.

8.3The foregoing liability provisions also apply with respect to the Seller’s liability for its agents and legal representatives.

9) Special conditions for the processing of goods according to specific customer specifications

9.1 If, in addition to the delivery of goods, the Seller is also responsible for processing the goods in accordance with the Customer's specifications, the Customer must provide the Seller with all content required for processing, such as texts, images or graphics in the file formats, formatting, image and file sizes specified by the Seller and grant the Seller the necessary rights of use. The customer is solely responsible for the procurement and acquisition of rights to this content. The customer declares and assumes responsibility that he has the right to use the content provided to the seller. In particular, the customer shall ensure that no third-party rights are infringed, especially copyrights, trademark rights and personal rights.

9.2 The customer shall indemnify the seller against claims by third parties which they may assert against the seller in connection with an infringement of their rights through the contractual use of the customer's content by the seller. The customer shall also assume the necessary costs of legal defense, including all court and attorney's fees in the statutory amount. This does not apply if the customer is not responsible for the infringement. In the event of a claim by a third party, the customer is obliged to provide the seller immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.

9.3 The seller reserves the right to reject processing orders if the content provided by the customer for this purpose violates legal or official prohibitions or offends common decency. This applies in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering and/or violence-glorifying content.

10) Applicable law

10.1All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws on the international sale of goods. With respect to consumers, this choice of law shall apply only to the extent that it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the country in which the consumer has his or her habitual residence.

10.2 Furthermore, this choice of law with regard to the statutory right of withdrawal does not apply to consumers who do not belong to a member state of the European Union at the time of conclusion of the contract and whose sole place of residence and delivery address are outside the European Union at the time of conclusion of the contract.

11) Place of jurisdiction

If the customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's place of business.

12) Alternative dispute resolution

The seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.