General terms and conditions of business

General terms and conditions with customer information

Table of contents

1. Scope
2. Conclusion of contract
3. Prices and payment terms
4. Delivery and shipping conditions
5. Granting of usage rights for digital content
6. Contract duration and contract termination for subscription contracts (goods)
7. Contract duration and contract termination for subscription contracts (digital content)
8. Force majeure
9. Delay of service at the customer’s request
10. Retention of title
11. Liability for defects/warranty
12. Liability
13. Statute of limitations
14. Retention, assignment
15. Special conditions for processing goods according to specific customer specifications
16. Special conditions for assembly/installation services
17. Applicable law, place of jurisdiction

1) Scope

1.1 These general terms and conditions (hereinafter “GTC”) of Checkpoint Systems GmbH (hereinafter “Seller”) apply to all contracts for the delivery of goods that an entrepreneur (hereinafter “Customer”) concludes with the seller with regard to the goods presented by the seller in his online shop. The inclusion of the customer’s own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 These General Terms and Conditions also apply exclusively if the seller carries out the delivery to the customer without special reservation despite being aware of the customer’s conditions that contradict or deviate from these conditions.

1.3 These General Terms and Conditions apply accordingly to contracts for the provision of digital content, unless something different is expressly stipulated.

1.4 An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

1.5 Entrepreneurs within the meaning of these General Terms and Conditions are also authorities or other institutions under public law if they act exclusively under private law when concluding the contract.

1.6 Depending on the seller’s description of the content, the subject of the contract can be both the one-off provision of digital content and the regular provision of digital content (hereinafter “subscription contract”). In the case of a subscription contract, the seller undertakes to provide the customer with the contractually owed digital content for the duration of the agreed contract term at the contractually agreed time intervals.

1.7 Depending on the seller’s product description, the subject of the contract can be both the purchase of goods by way of a one-off delivery and the purchase of goods by way of a permanent delivery (hereinafter “subscription contract”). In the case of a subscription contract, the seller undertakes to deliver the contractually owed goods to the customer for the duration of the agreed contract term at the contractually agreed time intervals.

2) Conclusion of contract

2.1 The product descriptions presented in the seller’s online shop do not represent binding offers on the part of the seller, but are used to make a binding offer by the customer.

2.2 The customer can submit the offer using the online order form integrated into the seller’s online shop. After placing the selected goods and/or services 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 and/or services contained in the shopping cart by clicking on the button that completes the ordering process. The customer can also submit the offer to the seller by email.

2.3 The seller can 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 email), whereby the receipt of the order confirmation by the customer is decisive, or
• by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or
• by asking the customer to pay after placing his order, or
• provided that payment by direct debit is offered and the customer chooses this method of payment by debiting the total price from the customer’s bank account, whereby the time at which the customer’s account is debited is decisive.

If several of the aforementioned alternatives are present, 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 customer sends the offer 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 is deemed to be a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.

2.4 When submitting an offer via the seller’s online order form, the contract text is saved by the seller after the contract has been concluded and sent to the customer in text form (e.g. email, fax or letter) after the order has been sent. The seller will not make the contract text available beyond this.

2.5 Before bindingly submitting the order via the seller’s online order form, the customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means of better detecting input errors can be the browser’s magnification function, which enlarges the display on the screen. As part of the electronic ordering process, the customer can correct his entries using the usual keyboard and mouse functions until he clicks on the button that completes the ordering process.

2.6 Only the German language is available for concluding the contract.

2.7 Order processing and contact usually take place via email and automated order processing. The customer must ensure that the email address he provided to process the order is correct so that emails sent by the seller can be received at this address. In particular, when using SPAM filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.

2.8 If the parties have agreed on special conditions, these generally do not apply to current and future contractual relationships with the customer.

2.9 If the customer is financially unable to fulfill his obligations to the seller, the seller can terminate existing exchange contracts with the customer without notice by withdrawing from the contract. This also applies if the customer files for insolvency. § 321 BGB and § 112 InsO remain unaffected. The customer will inform the seller in writing at an early stage of any impending insolvency.

3) Prices and payment terms

3.1 Unless otherwise stated in the seller’s product description, the prices stated are net prices, plus statutory sales tax. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties and taxes may be charged separately.

3.2 Various payment options are available to the customer, which are specified in the seller’s online shop.

3.3 If advance payment via bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

3.4 If you select the purchase on account payment method, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid without deductions within 30 (thirty) days from receipt of the invoice, unless otherwise agreed. The seller reserves the right to only offer the purchase on account payment method up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the seller will inform the customer of a corresponding payment restriction in his payment information in the online shop. The seller also reserves the right to carry out a credit check when selecting the purchase on account payment method and to reject this payment method if the credit check is negative.

3.5 A payment is deemed to have been received as soon as the equivalent value has been credited to one of the seller’s accounts. In the event of late payment, the seller is entitled to interest on arrears amounting to 10 percentage points above the respective base interest rate. The seller’s other legal rights in the event of late payment by the customer remain unaffected. If claims are overdue, incoming payments will first be offset against any costs and interest, then against the oldest claim.

3.6 If unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the seller is entitled to pass on the price increase to the customer. However, this only applies if, as agreed, delivery is to take place later than four months after the conclusion of the contract.

4) Delivery and shipping conditions

4.1 Goods will be delivered via shipping to the delivery address specified by the customer, unless otherwise agreed. When processing the transaction, the delivery address specified in the seller’s order processing is decisive.

4.2 For goods that are delivered by a freight forwarder, delivery is made “free curbside”, i.e. to the public curbside closest to the delivery address, unless otherwise stated in the shipping information in the seller’s online shop and unless otherwise agreed.

4.3 The seller is entitled to make partial deliveries as long as this is reasonable for the customer. In the case of permissible partial deliveries, the seller is entitled to issue partial invoices.

4.4 The seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery. This only applies in the event that the non-delivery is not the fault of the seller and the seller has concluded a specific cover transaction with the supplier with due care. The seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.

4.5 The risk of accidental loss and accidental deterioration of the goods sold passes to the customer as soon as the seller has delivered the item to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment. This also applies if the seller bears the costs of transport. Transport insurance is only provided upon special request and at the expense of the customer. If the seller is responsible for the installation and assembly, the risk is transferred to the customer upon completion of the installation and assembly work and handover.

4.6 If delivery is not possible for reasons for which the customer is responsible, e.g. because the goods do not fit through the customer’s entrance door, front door or staircase, or because the customer cannot be found at the delivery address specified by him, even though the delivery time was announced to the customer with a reasonable period of time, the customer bears the costs for the unsuccessful delivery and is obliged to pay a flat-rate compensation for delay. This amounts to 1% for each full week of delay, but a maximum of 8% of the value of the total delivery or the part of the total delivery that was not accepted. The parties remain free to prove higher or lower damages.

4.7 In the event that the shipment of the goods to the customer is delayed for reasons for which the customer is responsible, the transfer of risk takes place upon notification of the readiness for shipment to the customer. The customer must bear any storage costs incurred after the transfer of risk.

4.8 Self-collection is not possible for logistical reasons.

4.9 Digital content is provided to the customer exclusively in electronic form as follows:

– by email

5) Granting of usage rights for digital content

5.1 Unless otherwise stated in the description of the content in the seller’s online shop, the seller grants the customer the non-exclusive right to use the content for business purposes, with no restrictions on location or time.

5.2 Passing on the content to third parties or making copies for third parties outside the scope of these General Terms and Conditions is not permitted unless the seller has agreed to transfer the contractual license to the third party.

5.3 The granting of rights only becomes effective once the customer has paid the remuneration owed in full. The seller can also provisionally allow the use of the contractual contents before this point in time. A transfer of rights does not take place through such a provisional permission.

6) Contract duration and contract termination for subscription contracts (goods)

6.1 The contract is concluded for an unlimited period, but at least for a period of one year (minimum term). During the minimum term, the contract can be terminated with three months’ notice to the end of the minimum term. If the contract is not terminated on time, it will be extended for another year and can then be terminated again with three months’ notice to the end of the respective contract term.

6.2 The right to extraordinary termination for good cause remains unaffected. An important reason exists if, taking into account all the circumstances of the individual case and weighing up the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

6.3 Terminations must be made in writing or in text form (e.g. by email).

7) Contract duration and contract termination for subscription contracts (digital content)

7.1 The contract is concluded for an unlimited period, but at least for a period of one year (minimum term). During the minimum term, the contract can be terminated with three months’ notice to the end of the minimum term. If the contract is not terminated on time, it will be extended for another year and can then be terminated again with three months’ notice to the end of the respective contract term.

7.2 The right to extraordinary termination for good cause remains unaffected. An important reason exists if, taking into account all the circumstances of the individual case and weighing up the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

7.3 Terminations must be made in writing or in text form (e.g. by email).

8) Force Majeure

In the event of force majeure events that affect the fulfillment of the contract, the seller is entitled to postpone delivery for the duration of the hindrance and, in the event of longer-term delays, to withdraw in whole or in part, without any claims against the seller being able to be derived from this. All events that are unforeseeable for the seller or those that – even if they were foreseeable – are beyond the seller’s control and whose impact on the fulfillment of the contract cannot be prevented by the seller’s reasonable efforts are considered force majeure. Any legal claims of the customer remain unaffected.

9) Delay of service at the request of the customer

If shipping or delivery of the goods is delayed at the customer’s request by more than one month after notification of readiness for shipment, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, but a maximum of 5% of the purchase price in total. The contracting parties are at liberty to prove higher or lower damages.

10) Retention of title

10.1 The seller reserves ownership of the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller reserves ownership of the delivered goods until all of his claims from the business relationship with the customer have been fulfilled.

10.2 If the delivered goods are processed, the seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing takes place together with other materials, the seller acquires ownership in the ratio of the invoice value of his goods to that of the other materials. If the seller’s goods are combined or mixed with one of the customer’s items, this is to be regarded as the main item, the co-ownership of the item is transferred to the seller in the ratio of the invoice value of the seller’s goods to the invoice value or, failing that, to the market value of the main item. In these cases, the customer is considered the custodian.

10.3 The customer may neither pledge nor assign as security items subject to retention of title or rights. The customer is only permitted to resell as a reseller in the normal course of business under the condition that the customer has effectively assigned the seller’s claims against his customers in connection with the resale and that the customer transfers ownership to his customer subject to payment. By concluding the contract, the customer assigns his claims in connection with such sales against his customers to the seller as security, who simultaneously accepts this assignment.

10.4 The customer must immediately report access to the goods owned or co-owned by the seller or to the assigned claims. He must immediately pay the amounts assigned to the seller and collected by him to the seller if his claim is due.

10.5 If the value of the seller’s security rights exceeds the amount of the secured claims by more than 10%, the seller will release a corresponding portion of the security rights at the customer’s request.

11) Liability for defects/warranty

If the purchased item is defective, the provisions of statutory liability for defects apply. Deviating from this:

11.1 Claims for defects do not arise in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating resources or due to special external influences that are not assumed under the contract. If the customer or third parties carry out improper changes or repair work, there are no claims for defects for these or the resulting consequences, unless the customer can prove that the fault complained of was not caused by these changes or repair work.

11.2 For new goods, the limitation period for claims based on defects is one year from delivery of the goods. Rights based on defects are excluded for used goods.

11.3 The limitations of liability and shortening of the limitation period regulated above do not apply

• for items that were used for a building in accordance with their normal use and caused its defects,
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect, as well as
• for the right of recourse according to § 445a BGB.

11.4 In the event of supplementary performance, the seller has the right to choose between repair or replacement delivery.

11.5 If a replacement delivery is made within the scope of liability for defects, the statute of limitations does not begin again.

11.6 If subsequent fulfillment is carried out by means of a replacement delivery, the customer is obliged to return the goods that were first delivered to the seller within 30 days. The return package must contain the reason for the return, the customer name and the number assigned to the purchase of the defective goods, which allows the seller to identify the returned goods. As long as and to the extent that the allocation of the return shipment is not possible for reasons for which the customer is responsible, the seller is not obliged to accept returned goods and to repay the purchase price. The customer bears the costs of re-sending.

11.7 If the seller delivers a defect-free item for the purpose of supplementary performance, the seller can claim compensation for use from the customer in accordance with Section 346 Paragraph 1 of the German Civil Code (BGB). Other legal claims remain unaffected.

11.8 If the customer acts as a merchant within the meaning of § 1 HGB, he is subject to the commercial obligation to investigate and report complaints in accordance with § 377 HGB. If the customer fails to comply with the reporting obligations regulated there, the goods are deemed to have been approved.

12) Liability

The seller is liable to the customer for all contractual, quasi-contractual and statutory, including tortious claims for damages and reimbursement of expenses as follows:

12.1 The seller is fully liable for any legal reason

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

12.2 If the seller negligently violates an essential contractual obligation, liability is limited to the foreseeable damage that is typical for the contract, unless unlimited liability exists in accordance with the previous paragraph. Essential contractual obligations are obligations that the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely.

12.3 Otherwise, liability on the part of the seller is excluded.

12.4 The above liability regulations also apply with regard to the liability of the seller for his vicarious agents and legal representatives.

13) Statute of limitations

The customer’s claims against the seller expire – with the exception of the claims regulated under the point “Liability for Defects / Warranty” – one year from knowledge of the facts giving rise to the claim, but no later than five years after the service has been provided, unless there is unlimited liability in accordance with the previous paragraph.

14) Retention, assignment

14.1 The customer’s rights of retention and refusal of performance are excluded unless the seller does not dispute the underlying counterclaims or these have been legally established.

14.2 An assignment by the customer of claims arising from the contract concluded with the customer, in particular an assignment of any claims for defects by the customer, is excluded.

15) Special conditions for processing goods according to specific customer specifications

15.1 If, according to the content of the contract, the seller owes not only the delivery of the goods but also the processing of the goods according to the customer’s specific 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 for this. The customer is solely responsible for obtaining and acquiring rights to this content. The customer declares and assumes responsibility for having the right to use the content provided to the seller. In particular, he ensures that no third-party rights are violated, in particular copyright, trademark and personal rights.

15.2 The customer releases the seller from claims by third parties that they may assert against the seller in connection with a violation of their rights through the contractual use of the customer’s content. The customer also assumes the necessary legal defense costs, including all court and legal fees at the statutory rate. 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 required to examine the claims and defend them.

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

16) Special conditions for assembly/installation services

If, according to the content of the contract, in addition to the delivery of the goods, the seller also owes the assembly or installation of the goods at the customer’s site and, if necessary, corresponding preparatory measures (e.g. measurements), the following applies:

16.1 The seller provides his services at his own discretion or through qualified personnel selected by him. The seller can also use the services of third parties (subcontractors) who work on his behalf. Unless otherwise stated in the seller’s service description, the customer has no right to select a specific person to carry out the desired service.

16.2 The customer must provide the seller with the information required to provide the service owed completely and truthfully, provided that obtaining it does not fall within the seller’s scope of duties according to the content of the contract.

16.3 The seller will contact the customer after conclusion of the contract to arrange an appointment for the service owed. The customer ensures that the seller or the staff commissioned by the seller has access to the customer’s relevant facilities on the agreed date.

16.4 The risk of accidental loss and accidental deterioration of the goods sold only passes to the customer upon completion of the assembly work and handover to the customer.

17) Applicable law, place of jurisdiction

17.1 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the laws on the international purchase of movable goods.

17.2 If the customer acts as a merchant, a legal entity under public law or a special fund under public law based in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the seller’s place of business. If the customer is based outside the territory of the Federal Republic of Germany, the seller’s place of business is 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 registered office.

As of: July 10, 2025, 11:25:35 a.m