TO CUSTOMERS AS ENTREPRENEURS IN THE SENSE OF § 14 Para. 1 BGB: WE ASK FOR YOUR UNDERSTANDING THAT CURRENTLY ONLY SALES TO CONSUMERS IN THE SENSE OF § 13 BGB ARE POSSIBLE.
General Terms and Conditions of CLIPMODE GmbH
1. scope of applicability, general
a. The following General Terms and Conditions (hereinafter: GTC) apply to all deliveries and services of CLIPMODE GmbH, Billerbeckstraße 77, 58455 Witten, Germany, +49 (0)2302 39 85 496, firstname.lastname@example.org (hereinafter: CLIPMODE) as operator of the website www.clipmode.de as well as provider of the SOURCEGATE software (hereinafter: SOURCEGATE).
b. The GTC of CLIPMODE shall apply exclusively. CLIPMODE shall not recognize any terms and conditions that deviate from and/or conflict with these terms and conditions and thus shall not be an integral part of the contract, unless CLIPMODE expressly agrees to the validity of these terms and conditions in writing.
c. Insofar as the following provisions refer to the customer as an entrepreneur, the entrepreneurial status refers to § 14 para. 1 BGB. An entrepreneur is a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in the exercise of his or its trade, business or profession.
d. If the following provisions refer to the customer as a consumer, the consumer status refers to § 13 BGB. A consumer is any natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession.
2. conclusion of the contract, technical conclusion of the contract
a. Contractual languages are German and English.
b. The presentation and advertising of all articles in the CLIPMODE online store at shop.clipmode.de and in SOURCEGATE shall not constitute a binding offer to conclude a purchase contract.
c. The customer can purchase the products of the provider either via the online store of CLIPMODE (aa.) or via SOURCEGATE (bb.):
aa. Purchasing via the CLIPMODE online store at www.clipmode.de
The customer can select products from the CLIPMODE product range and collect them in a so-called shopping cart by clicking the "Add to cart" button. Alternatively, the "Buy now" button takes the customer directly to the shopping cart. The purchase process then essentially takes place in three steps, which result directly from the menu navigation: After entering his contact and billing information ("Information") and selecting one of the payment methods offered and entering his payment information ("Payment"), the customer can view and check the data before submitting the order ("Review"). At this point, input errors can be identified and, if necessary, corrected using the "arrow back" function. By clicking on the "Buy" button, the customer can then send a binding application to purchase the goods in the shopping cart. However, the application can only be submitted and transmitted if the customer has accepted the General Terms and Conditions by confirming them.
A purchase is also possible via the SOURCEGATE software. If the customer does not yet use the SOURCEGATE software, this first requires the free purchase of the SOURCEGATE software via the online store of CLIPMODE, the download of the software and its installation. The use of SOURCEGATE requires the agreement to the separate SOURCEGATE license terms for the activation of the software. Otherwise the SOURCEGATE software cannot function.
After logging into the SOURCEGATE software, the customer can select products from the CLIPMODE range. If the customer clicks on the "BUY NOW" button, the customer will be redirected to the CLIPMODE online store. Here, the customer can proceed as described in section 2. c. aa.
d. The customer's order constitutes an offer to CLIPMODE to conclude a purchase contract between the customer and CLIPMODE. After receipt of the order, the customer will receive an automatic e-mail confirming receipt of the order. This e-mail therefore does not yet constitute acceptance of the customer's offer. A binding contract between the customer and CLIPMODE is only concluded upon receipt of the goods or the invoice, whichever is earlier.
e. The order text is not stored separately by CLIPMODE and can no longer be retrieved after the order process has been completed. The information from the order will be sent to the customer again in an e-mail confirmation. The customer can print out or otherwise save the order data immediately after sending the order.
f. If it is a paid download, the scope of delivery results from the invoice.
g. After purchasing the product, once the download is available, the customer will receive a notification by email. The customer can download his purchase by clicking on the download link contained in the e-mail. Alternatively, the customer can download the product in the SOURCEGATE software by clicking on the button "DOWNLOAD" below the purchased product. For this purpose, the customer selects a target on the hard disk of his computer as storage target. After confirmation of the storage target by the customer, the file is then downloaded to the specified storage target.
h. Free products can be loaded under the "Free" tab directly via the "DOWNLOAD" button. The steps for the saving process shown under point 2. g. apply accordingly.
3. performance obligations of CLIPMODE
a. Unless otherwise agreed with CLIPMODE, the ordered goods shall be provided by download.
b. Events of force majeure, import and export bans, strikes, lockouts and transport disruptions as well as delayed deliveries by upstream suppliers for which CLIPMODE is not responsible shall entitle CLIPMODE to extend the delivery period by the duration of the impediment that has occurred.
c. If the goods are software, installation by CLIPMODE is not owed.
d. If the customer is in default of acceptance, this is equivalent to the handover.
4. prices and shipping costs, withholding tax
a. All prices stated in the CLIPMODE online store are in euros and include the applicable statutory value-added tax.
b. If the customer is liable for withholding tax as a result of the payment to CLIPMODE, the customer is obliged to pay the withholding tax to the competent authority in good time and in the appropriate amount and to inform CLIPMODE of the transaction by providing suitable documents. If such a tax can be avoided, e.g. due to national double taxation agreements, a corresponding invoice deduction will generally not be accepted. CLIPMODE as the licensor will be happy to provide any confirmation or cooperation from the licensor that may be required to avoid the invoice deduction. If the invoice deduction cannot be avoided, the provision of corresponding proof by the customer as licensee is required.
a. The customer can make the payment via the following payment methods:
o American Express
o Store Pay
o Apple Pay
o Google Pay
o Sofortüberweisung (DE)
o eps-transfer (BE)
o Ideal (NL)
o Bancontact (AT)
b. Information on the individual payment methods can be found in the CLIPMODE online store at: shop.clipmode.de/pages/payment
c. Payment of the purchase price is due immediately upon conclusion of the contract.
d. The customer shall not be entitled to offset claims against claims of CLIPMODE unless his counterclaims have been legally established, are undisputed or have been acknowledged by CLIPMODE. The customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
6. quality agreement
If the customer is an entrepreneur, only CLIPMODE's product description shall be deemed to be the agreed quality of the goods. Any public statements, advertisements, etc. do not constitute quality specifications within the meaning of § 434 BGB.
7. passing of risk
a. If the customer is a consumer, the risk of accidental destruction and accidental deterioration of the goods sold shall pass to the customer upon delivery of the goods.
b. If the customer is an entrepreneur, the risk of accidental destruction and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
a. Unless otherwise expressly agreed between CLIPMODE and the customer, the statutory warranty provisions shall apply. This means that the customer is entitled to a statutory right of liability for defects.
b. The customer as a consumer may choose whether the supplementary performance is to be carried out by repair or replacement delivery. The type of supplementary performance chosen may be refused by CLIPMODE if it is only possible at disproportionate cost and the other type of supplementary performance remains without significant disadvantages for the consumer. The warranty claims of the customer as a consumer shall be time-barred two years after delivery of the goods or acceptance of the ordered work if acceptance is required.
c. CLIPMODE shall provide warranty for defects in the goods to the customer as an entrepreneur by repair or replacement delivery initially at CLIPMODE's discretion. The customer as a entrepreneur must inspect the goods received for deviations in quality and quantity immediately upon receipt and notify CLIPMODE in writing of any visible defects within a period of one week from receipt of the goods; otherwise, the goods shall be deemed to have been approved, unless the defect was not visible during the inspection. CLIPMODE must be notified in writing of hidden defects within a period of one week from discovery; otherwise, the goods shall be deemed to have been approved also in respect of this defect. Timely dispatch shall suffice to meet the deadline. The warranty claims of the customer as an entrepreneur
shall become time-barred within one year of delivery of the goods or acceptance of the ordered work if acceptance is required.
d. In the event of failed supplementary performance, the customer - regardless of whether in his capacity as consumer or entrepreneur - may, at his discretion, demand a reduction of the remuneration (reduction of price) or rescission of the contract (revocation) or compensation for damages. The following limitations of liability shall apply to the choice of compensation for damages.
9. Liability, Limitation of Liability
a. In the case of slightly negligent breaches of duty, the liability of CLIPMODE as well as that of its legal representatives and vicarious agents shall be limited to the foreseeable, direct average damage typical for the contract. CLIPMODE and its vicarious agents shall not be liable for slightly negligent breaches of non-contractual obligations, the breach of which does not jeopardize the performance of the contract.
b. If the customer is an entrepreneur, CLIPMODE's liability and that of its vicarious agents shall be limited to the foreseeable, direct average damage typical of the contract, even in the event of grossly negligent breaches of duty.
c. The above limitations of liability do not affect claims of the customer arising from product liability or warranty. Furthermore, the limitations of liability shall not apply in the event of damages to life, limb or health caused by a culpable breach of duty on the part of CLIPMODE, its legal representatives or its vicarious agents.
d. CLIPMODE shall not be liable in any other way than that described in the previous paragraphs. In particular, CLIPMODE shall not be liable for disruptions to the regularity of data traffic on the Internet that occur due to events for which CLIPMODE is not responsible.
When concluding a distance selling transaction, consumers generally have a statutory right of withdrawal, about which the provider informs them below in accordance with the statutory model. The exceptions to the right of revocation are regulated in sections 10.b. and 10.c.. In section 10.d. you will find a sample withdrawal form.
Right of withdrawal
(a) You are entitled to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the goods.
To exercise your right of withdrawal, you must inform us (CLIPMODE GmbH, Billerbeckstraße 77, 58455 Witten, Tel.: +49 230/29830340, email@example.com) by means of a clear declaration (e.g. a letter or e-mail sent by post) of your decision to withdraw from this contract. You can use the attached sample withdrawal form, which is not mandatory.
In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the withdrawal
If you withdraw from this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the favorable standard delivery offered by us), without delay and no later than within fourteen days from the day on which we received the notification of your withdrawal of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
We may refuse to refund you until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us immediately and in any case no later than within fourteen days from the day on which you notify us of the withdrawal of this contract. The deadline is met if you send the goods before the expiry of the period of fourteen days.
You bear the direct costs of returning the goods.
You only have to pay for any loss of value of the goods if this loss of value is due to the handling of the goods which is not necessary for the inspection of the condition, properties and functioning of the goods.
(b) The right of withdrawal does not apply to contracts for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.
(c) The right of withdrawal shall expire in the case of digital content not on a physical medium if CLIPMODE has commenced performance of the contract after the consumer has expressly consented to the company commencing performance of the contract before the expiry of the withdrawal period and has confirmed his knowledge that, by giving his consent, he loses his right of withdrawal upon commencement of performance of the contract.
(d) The provider informs about the sample withdrawal form according to the legal regulation as follows:
11. Intellectual property, rights of use
a. Any imitation or other use of designs or elements, variants or studies supplied by CLIPMODE is strictly prohibited and only permitted with the express approval of CLIPMODE.
CLIPMODE grants the customer the right to use the respective purchased file to the following extent: The customer receives a simple (non-exclusive), spatially and temporally unlimited right of use to the respectively delivered files for combination with other files of the customer for the production of an independent work of the customer. The right of use is not transferable to third parties. Only the work produced by the customer himself is transferable. The exploitation rights in the aforementioned scope are compensated with the respective agreed remuneration.
12. final provisions, place of jurisdiction
a. The law of the Federal Republic of Germany shall apply to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the limitation of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the customer has his habitual residence as a consumer, shall remain unaffected.
b. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be CLIPMODE's place of business. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed. However, CLIPMODE shall also be entitled to sue the customer at the customer's place of business.
c. Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
13. dispute resolution
The EU Commission has created an Internet platform for online dispute resolution. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from online purchase contracts. More information is available at the following link: http://ec.europa.eu/consumers/odr.
We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
This English version of the GTC merely has explanatory character. In case of doubt on the interpretation of provisions the German language version always prevails.