§ 1 General

These terms and conditions of business apply to all – including future – deliveries that are agreed with ad-media, irrespective of whether they were concluded by telephone, in writing, by email or on the website https://www.concretepenfactory.com (including by means of distance communication). Conflicting or contradictory terms and conditions of the customer are only valid if and to the extent that we acknowledge them in writing for the conclusion of the respective contract; our silence does not constitute a declaration of acceptance. Our offers are subject to change. They are an invitation to the customer to make us a contractual offer. We can accept the contractual offer of the customer by confirming the offer or by beginning to perform the contract. We will inform you whether we accept or reject the order within four weeks at the latest. If you receive no order confirmation or rejection, the invoice is deemed the order confirmation. Customers who are not consumers have no right of withdrawal.

§ 2 Delivery time

Agreed delivery dates are only approximate (calendar week), unless the customer has expressed a particular interest in timely delivery on a specific date in writing when placing the order and we have confirmed this specific date in writing as binding. If an approximate delivery time (calendar week) is significantly exceeded (by more than 15 calendar days), the customer may grant us a reasonable grace period of at least 10 calendar days in writing. The same applies if a bindingly confirmed delivery date (specific date) is exceeded. Upon expiry of this grace period, the customer is entitled to its statutory rights. The customer will only be entitled to claim damages in lieu of performance if at least gross negligence is involved in relation to the exceeding of the deadline. Unforeseen events and/or force majeure beyond our control, such as natural disasters, war, traffic or operational disruptions, fire, explosion, strikes, lockouts, delays in the delivery of raw materials or energy, official orders, etc., will extend the deadlines accordingly. If the disruption lasts longer than 3 months, the rights of both parties are determined in accordance with the statutory provisions. We reserve the right to make partial deliveries for the entire order. We are entitled to issue interim invoices for partial services rendered for the services delivered. If the customer expressly requests partial deliveries, the customer is obligated to bear the additional costs incurred as a result. If the contract is terminated by mutual agreement or by operation of law for reasons for which we are not responsible, we reserve the right to invoice the expenses incurred for transport, storage, and production costs. The amount of the reimbursement of expenses is limited to 25% of the order value of the invoice amount. Any existing right to compensation for damages are not affected by this.

§ 3 Delivery

Shipping is at the expense and risk of the customer. The latter also applies if we bear the shipping costs. If the goods are ready for shipment and if the shipment is delayed for reasons for which we are not responsible, the risk passes to the customer on the day the notification of readiness for shipment is sent, otherwise upon handover to the carrier. The customer bears the transport risk. If the delivery cannot reach the customer's domain for reasons for which the customer is responsible, the customer is obligated to bear all costs incurred by us as a result; this also includes storage costs. In this case, the risk is transferred to the customer upon the failed delivery attempt to the customer. Because the Concrete Pens are produced ex works, any customs costs incurred must be borne by the respective customer.

§ 4 Terms of payment and payment conditions

Our prices include the applicable sales tax ((“gross price”) ex our warehouse, excluding packaging, shipping, and insurance in euros. Our invoices are due without deductions upon receipt by the customer and must be paid no later than on the 15th calendar day following the due date.

§ 5 Retention of title

Our deliveries remain our property (reserved goods) until all our claims have been fulfilled (regardless of the legal basis, in particular any balance claims), even if payments are made for specifically designated claims.

§ 6 Warranty and liability

We provide warranty in accordance with the statutory provisions. Claims for defects are time-barred after one year, unless the liability relates to injury to life, limb, or health. The customer is obligated to inspect the goods immediately upon receipt (Section 377 German Commercial Code “HGB”). The customer must report any recognizable defects in writing within 7 calendar days, and hidden defects immediately after they become apparent. In the event of defective performance, the customer is only entitled to subsequent performance (elimination of the defect within a reasonable period of time or delivery of a defect-free replacement). The customer is only entitled to further statutory rights (withdrawal or reduction, compensation for damages or reimbursement of expenses) if the subsequent performance has failed or is unreasonable. The same applies if we seriously and definitively refuse subsequent performance, unless we refuse because subsequent performance would involve disproportionate costs for us. Subsequent performance is only deemed to have failed if we have made two unsuccessful attempts at subsequent performance. If the buyer does not expressly specify the type of subsequent performance it desires in the notice of defects, we may choose the type of subsequent performance at our discretion. Our warranty does not cover material defects or damage that occurs after transfer of risk to the customer due to natural wear and tear, excessive strain, moisture, or unsuitable or improper handling. Withdrawal due to non-contractual performance is excluded if the breach of duty is insignificant or if the customer is solely or predominantly responsible for the circumstance that would entitle him to withdraw. We are only liable for lost profits and other financial losses if the customer can claim damages instead of the entire performance. Outside of any essential contractual obligations, we are only liable for intent and gross negligence, provided that the liability does not relate to injury to life, limb, or health. Our liability is limited to typically foreseeable damage. We provide no guarantees; our sales representatives are not authorized to provide guarantees on our behalf. If, upon inspection of the alleged defect, it turns out that we are not legally obligated for the defect (unjustified notice of defect), we are entitled to charge the customer for the costs of the inspection.

§ 7 Property rights, licenses

Items delivered by us are protected by copyright or design rights. The customer is not entitled to resell the goods. Unless expressly agreed otherwise, the customer agrees that images of individually manufactured Concrete Pens may be used by ad-media for advertising purposes in print media or on the Internet.

§ 8 Final provisions

Ancillary agreements, reservations, amendments, or additions to the contract, including these terms and conditions, require our written confirmation to be valid. German law applies exclusively, excluding the provisions of international sales law. Should any provisions of this contract be wholly or partially legally invalid or unenforceable, or should they later lose their legal validity or enforceability, this will l not affect the validity of the remaining provisions of the contract. The same applies if it turns out that the contract contains a regularity gap. The place of performance for all services is Cologne, Germany. The exclusive place of jurisdiction for all disputes arising from the contract is Cologne, Germany. If these General Terms and Conditions are translated into another language, the German version will l always take precedence in case of doubt.