General Terms and Conditions
General Terms and Conditions for Business Customers
(as of January 2022)
§ 1 Purview and Provider
§ 1.1 These general terms and conditions apply to business customers only, (§ 14 BGB[1]), referred to in the following as “business customers” who order via internet platforms like www.ipnetshop.de, www.mindetecstore.com or by telephone, in writing or based on an offer. The websites mentioned above are administered and owned by TITAN Commerce Continental Services GmbH, Gottlieb Daimler Str. 13, 35440 Linden (HRB Gießen 3560, Owners Harald Baums and Hans-Georg Bieschke). These terms and conditions do not apply to individual consumers, (“Verbraucher”, §13 BGB), please note the special terms and conditions for individual consumers.
§ 1.2 “Products” within the scope of this terms and conditions are all items that are offered by the company TITAN Commerce.
§ 1.3 The general terms and conditions, that are available on the website on the day of order, apply.
§ 1.4 With the order, the purchaser accepts these terms and conditions.
§ 2 Contract Creation
§ 2.1 Every order represents an offer to us to conclude a contract. When an order is placed in one of our online shops an order confirmation in writing or via email will be sent out.
§ 2.2 Acceptance of your offer by TITAN Commerce can be expressed by the delivery of the items or the confirmation to the customer in any other way, for instance by transport information sent by e-mail confirming the acceptance of the customer’s order. With this acceptance the contract is concluded. If the customer orders a service, the acceptance of the application is declared by providing the service or by confirming the order in a written statement.
§ 2.3 A contract is not concluded when an offer by the company TITAN Commerce contains typing errors or any other false data concerning properties or the price of the product.
§ 3 Delivery Restrictions and Rearrangements
§ 3.1 If not expressed differently all offers by Titan are “while stock lasts.” The presentation of the products in the online shop does not constitute a binding offer from TITAN Commerce. Written offers are valid as long as stated on the respective offer.
§ 3.2 TITAN Commerce reserves the rights, due to the rapid advancement of technical equipment, to deliver products for the same price, which differ from the product description as long as performance and properties that are described in the offer are matched or exceeded.
§ 3.3 When the ordered product or a similar item is not available because TITAN Commerce cannot be supplied by the distributor, TITAN Commerce has the right to rescind the contract. In this case, TITAN Commerce will inform the customer immediately, that the delivery is not possible. If the purchase price is already paid, it will be refunded immediately.
§ 4 Prices and Shipping Charges
§ 4.1 All listed prices for business customers are net prices.
§ 4.2All associated shipping costs will be displayed at the end of the ordering process or listed in the individual offer. The customer is responsible to abide to any relevant customs and import regulations of the destination country. Applicable customs and/or taxes are the responsibility of the customer.
§ 5 Terms of Payment
§ 5.1 The business customer may pay the purchase price in advance by bank transfer to the account specified in the order confirmation, by PayPal, or by Credit Card. For international payment by PayPal business customers may be charged additional transaction cost. These are shown on the underlying offer.
§ 5.2 The purchase price is due as stated in the proforma invoice. For every bank transfer the order number / invoice number must be indicated. If the payment is not received by the due date, TITAN Commerce will set a grace period of an additional seven days in which the payment has to be made. If the money not received within this period TITAN Commerce may cancel the order.
§ 5.3 Should the customer fall behind on payment, TITAN Commerce is authorized to charge default interest at a rate of eight percentage points above the prime rate per annum. If TITAN Commerce is able to prove that a higher damage is caused by default, TITAN Commerce is authorized to claim it.
§ 5.4 The business customer is only permitted to offset against the claim for payment by TITAN Commerce, if his counterclaims are legally established or recognized by TITAN Commerce.
§ 5.5 The business customer may only claim a right of retention when his counterclaim is based on the same contractual relationship and is undisputed or legally binding.
§ 6 Delivery
§ 6.1 The place of fulfillment for all orders is Linden, Germany. The products can be delivered on the customers own risk, to the destination determined by the business customer and given delivery address. Permissible are generally delivery addresses in Germany and the European Union. For further delivery addresses please refer to the respective stores and their shipping conditions or request them in advance from TITAN Commerce.
§ 6.2 TITAN Commerce is not obligated to deliver in the case of force majeure. If the purchase price is already paid, it will be refunded immediately.
§ 6.3 TITAN Commerce may refuse fulfilment if this requires an effort, which, considering the content of the purchase contract and the principle of good faith in the interests of the business customer in the completion of the purchase agreement would be disproportionate.
§ 6.4 Should the delivery of goods fail, TITAN Commerce is not obligated to deliver a second time. If the purchase price is already paid, it will be refunded immediately. If a redelivery is agreed upon, the business customer is to bear the incurred cost.
§ 6.5 If TITAN Commerce does not deliver the products or not according to the contract, the customer shall set a deadline of two weeks to provide the fulfilment. After expiration of this grace period, the business customer is authorized to withdraw from the contract.
§ 7 Title Retention
§ 7.1 TITAN Commerce reserves the ownership of the delivered products ("retained goods") until the purchase price is fully paid.
§ 7.2 The business customer can sell the retained goods in the ordinary course of business. He is not authorized to dispose of, in particular with chattel mortgage, pledge, bulk sellor make a clearance sale of the retained goods.
§ 7.3 When the business customer becomes insolvent or is there an application in the field of commencement of the insolvency of his assets, the business customer is not allowed to dispose of the retained goods and we may disclose the transfers of the business customer, to withdraw from the contract and demand the immediate return of the goods. To surrender TITAN’s retained goods, the business customer shall store the retained goods separately from other goods of the business customer, in order to identify our deliveries under retention of title, to refrain from any disposition of property, and to hand over a list of the retained goods.
§ 8 Return of Products
As far as TITAN Commerce sold the products to tradespeople, who use these products for their commercial or self-employed function themselves, shall have no right to return these goods. Insofar as TITAN Commerce in this case accepts a return of products based on goodwill, the business customer has to send back the products in the original condition and in the original undamaged packaging. The business customer bears the cost and the risk of return.
A discretionary return does not establish grounds for returns of future orders.
§ 9 Exclusion
§ 9.1 If, at the transfer of perils, a product has not the agreed quality, TITAN Commerce can decide whether the defect will be repaired, or the product will be replaced. If TITAN Commerce exchanges parts, these will pass, without compensation, into the ownership of TITAN Commerce.
§ 9.2 Both in case of repair as well as replacement of the product, the customer is required to return the defective product at the expense of TITAN Commerce to the specified address of the company under the specification of the order number.
§ 9.3 If the repair or the replacement is not done within a reasonable period, the business customer is authorized to reduce the purchase price. Additionally, if there is not only a no serious defect the business customer is authorized to resign the contract. Furthermore, the business Customer must allow at least three attempts of rectification. This does not apply when repeated repair attempts are unacceptable in particular cases or the repair is unjustifiably delayed by TITAN Commerce.
§ 9.4 In case of claims of damage or compensation § 11 “liability” applies. The only exception is the case of fraudulent concealment of a defect. In this case the warranty expires 12 months after delivery.
§ 9.5 No claims can be made if a defect is because the business customer or a third party without the consent of TITAN Commerce changed, misused, or improperly repaired any of the products. The same applies if said products are not installed, operated, or maintained according to the guidelines of the manufacturer. No claims can be made if the product is used in an atypical, excessive, or commercial manner. Repairs and replacements for devices that are rented professionally to third parties are billed with a flat fee of 70% of the net purchase price of the product.
§ 9.6 If a defect is claimed wrongfully, TITAN Commerce is authorized to demand compensation for the incurred expenses.
§ 9.7 As far as the business customer is part of the supply chain (according to § 478 BGB[2]), the rights granted under §§ 478, 479 BGB[3] remain unaffected. The business customer has to pass on immediately each claim of a defect, which is reported to him by retailers or resellers, to TITAN Commerce.
§ 9.8 Certain parts of products offered by TITAN are wear parts (for example sensors, contacts, etc.). The wear due to the use of these parts is not within the scope of the warranty.
§ 10 Confidentiality
TITAN Commerce is committed to treat all operating and business secrets of business customers as confidential, if the business customer has marked them or they are clearly identified as such.
§ 11 Liability
§ 11.1 In the case of simple negligence TITAN Commerce is only liable, if the company violated essential contractual obligations (cardinal obligations). In addition, TITAN Commerce is liable for negligence if the damage is due to a risk solely manageable by TITAN Commerce. In both cases, the compensation is limited to the reason and the amount of the damage – a damage, of which an occurrence is reasonably predictable at the conclusion of the contract and the circumstances known at this time. The replacement of pure economic loss, such as loss of profits or loss of production is limited by the general principles of good faith, such as when the amount of loss is disproportionate to the amount of compensation for the products.
§ 11.2 Any personal liability of legal representatives, retainers and employees of TITAN commerce is precluded for damage caused by simple negligence.
§ 11.3 Regardless of fault, TITAN Commerce is liable for fraudulent concealment of a defect or if the company has issued a guarantee.
§ 11.4 For competing claims, the provisions of this clause shall apply accordingly. A further liability is excluded for TITAN Commerce.
§ 11.5 The limitations of § 11 shall not apply to injury of life, body and health as well as claims under the Produkthaftungsgesetz (Product Liability Act).
§ 12 Use of Data
By the conclusion of the contract the business customer declares his agreement that TITAN Commerce is allowed to store his personal data and to use them to handle his order. The business customer is authorized to request information about the extent and purpose of the data collection.
He is authorized to object to the use or transfer of his data for promotion, as well as to request information, correction, blocking or deletion of stored personal data, unless they are required for further unfinished orders. The contractual text of the order will not be stored permanently. Please keep all documents and messages that you receive carefully.
§ 13 International Shipping
TITAN Commerce points out that for the export of products additional German and foreign laws, customs and import regulations as well as authorization requirements of the relevant authorities may apply, which the business customer has to inform himself about.
§ 14 Applicable Law and Jurisdiction
§ 14.1 All contracts concluded with TITAN Commerce governed exclusively by the laws of the Federal Republic of Germany under exclusion of the CISG[4].
§ 14.2 Exclusive venue for all disputes in connection with the present business are the courts of law in Giessen.
§ 15 Miscellaneous
§ 15.1 If any provision of these Terms and Conditions is or becomes invalid, this shall not affect the validity of the remaining provisions.
§ 15.2 TITAN Commerce is authorized to provide individual commitments by third parties.
§ 15.3 The business customer is not authorized to transfer claims under this Agreement to a third party.
§ 15.4 All notifications or statements that are made to TITAN Commerce, are only effective if they are directed in written form to the address given in the imprint of the company.
§ 15.5 In the case of a legal dispute or similar instances, we ask that you avoid unnecessary litigation and costs and rather contact us in advance. The cost note of a lawyer's warning without previous contact will be denied as unfounded due to the duty to mitigate damages.
§ 15.6 We only accept invoice corrections for 90 days after the order date. Fiduciary changes to invoices require an official document that confirms that the desired change was already in effect at the original order date.
(Terms and conditions for business customers, as of January 2022)
[1] BGB – Bürgerliches Gesetzbuch / Civil Law Code
[2] BGB – Bürgerliches Gesetzbuch / Civil Law Code
[3] BGB – Bürgerliches Gesetzbuch / Civil Law Code
[4] United Nations Convention on Contracts for the International Sale of Goods
