Terms and Conditions with Customer Information

Table of Contents

1. Scope
2. Conclusion of Contract
3. Right of Withdrawal
4. Prices and Payment Terms
5. Delivery and Shipping Conditions
6. Retention of Title
7. Liability for Defects (Warranty)
8. Liability
9. Redemption of Promotional Vouchers
10. Applicable Law
11. Place of Jurisdiction
12. Code of Conduct
13. Alternative Dispute Resolution

1) Scope

1.1 These Terms and Conditions (hereinafter "T&C") of Goodwheel GmbH (hereinafter "Seller") apply to all contracts for the sale of goods that a consumer or entrepreneur (hereinafter "Customer") concludes with the Seller in respect of the goods displayed by the Seller in its online shop. The inclusion of the Customer's own terms and conditions is hereby rejected unless otherwise agreed.

1.2 For the purposes of these T&C, a "consumer" is any natural person who enters into a legal transaction for purposes that are predominantly outside his or her trade, business or profession.

1.3 For the purposes of these T&C, an "entrepreneur" (or "business customer") is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of his or her trade, business or profession.

2) Conclusion of Contract

2.1 The product descriptions contained in the Seller's online shop do not constitute binding offers by the Seller but serve for the Customer to submit a binding offer.

2.2 The Customer may submit an offer using the online order form integrated into the Seller's online shop. By placing the selected goods in the virtual shopping cart, proceeding through the electronic checkout process and clicking the button that concludes the ordering process, the Customer submits a legally binding offer to conclude a contract in respect of the goods contained in the shopping cart. The Customer may also submit an offer by e-mail, fax or telephone.

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, or
• by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer is decisive, or
• by requesting payment from the Customer after receipt of the Customer's order.

If several of the aforementioned alternatives occur, the contract is concluded at the time when one of the aforementioned alternatives occurs first. The period for acceptance of 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 and the Customer shall no longer be bound by his or her declaration of intent.

2.4 If the Customer chooses a payment method offered via PayPal, payment processing is carried out by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22–24 Boulevard Royal, L–2449 Luxembourg ("PayPal") in accordance with the PayPal User Agreement, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full, or — if the Customer does not have a PayPal account — in accordance with the conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

2.5 When an offer is submitted via the Seller's online order form, the contract text is stored by the Seller after conclusion of the contract and sent to the Customer in text form (e.g., e-mail, fax or letter) after the Customer's order has been sent. The Seller does not make the contract text available beyond this. If the Customer has created a user account in the Seller's online shop prior to submitting the order, the order data will be archived on the Seller's website and can be retrieved by the Customer free of charge using his or her password-protected user account with the corresponding login details.

2.6 Prior to submitting the order via the Seller's online order form, the Customer may identify input errors by carefully reading the information displayed on the screen. A practical technical means to improve detection of input errors may be the browser's zoom function, which enlarges the screen display. The Customer may correct his or her entries within the electronic ordering process at any time using the usual keyboard and mouse functions until the button concluding the ordering process is clicked.

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

2.8 Order handling and contact usually take place by e-mail and automated order processing. The Customer must ensure that the e-mail address provided by him or her for order processing is correct so that e-mails sent by the Seller can be received at this address. In particular, when using spam filters, the Customer must ensure that e-mails sent by the Seller or by third parties appointed by the Seller for order processing can be delivered.

3) Right of Withdrawal

3.1 Consumers generally have a right of withdrawal.

3.2 Further details on the right of withdrawal can be found in the Seller's cancellation policy.

4) Prices and Payment Terms

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

4.2 The available payment method(s) will be communicated to the Customer in the Seller's online shop.

4.3 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract unless the parties have agreed otherwise.

4.4 If the Customer chooses a payment method offered via PayPal, the payment transaction is processed via PayPal, which may also use third-party payment service providers. If the Seller also offers payment methods via PayPal in which the Seller advances payment to the Customer (e.g., invoice or installment payment), the Seller assigns its payment claim to PayPal or to the payment service provider specifically named to the Customer by PayPal. Prior to accepting the Seller's declaration of assignment, PayPal or the payment service provider commissioned by PayPal performs a credit check using the transmitted Customer data. The Seller reserves the right to refuse the chosen payment method in the event of a negative result of the credit check. If the chosen payment method is approved, the Customer shall pay the invoice amount within the agreed payment term or according to the agreed payment intervals. In this case, the Customer may only make payment to PayPal or to the payment service provider commissioned by PayPal in order to discharge his or her debt. However, even in the event of assignment of the claim, the Seller remains responsible for general customer inquiries, for example regarding the goods, delivery time, shipping, returns, complaints, declarations of withdrawal and return shipments or credits.

5) Delivery and Shipping Conditions

5.1 If the Seller offers shipment of the goods, delivery will be made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. For the processing of the transaction, the delivery address indicated in the Seller's order processing is decisive. Notwithstanding the foregoing, if PayPal is selected as the payment method, the delivery address stored by the Customer at PayPal at the time of payment shall be decisive.

5.2 For goods delivered by freight forwarder (carrier), delivery is carried out "free curbside" (frei Bordsteinkante) — i.e., to the public curbside nearest to the delivery address — unless otherwise stated in the shipping information in the Seller's online shop or otherwise agreed.

5.3 If 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 to the costs of delivery to the Customer if the Customer validly exercises his or her right of withdrawal. For the costs of return shipment, the provision in the Seller's cancellation policy applies if the Customer validly exercises his or her right of withdrawal.

5.4 If the Customer is acting as an entrepreneur (business customer), 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 item to the carrier, the freight forwarder or the person or institution otherwise appointed 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 in principle pass to the Customer only upon handover of the goods to the Customer or to an authorized person. Notwithstanding the foregoing, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the Customer even where the Customer is a consumer as soon as the Seller has delivered the item to the carrier, the freight forwarder or the person or institution otherwise appointed to carry out the shipment, if the Customer has commissioned the carrier, the freight forwarder or the person or institution otherwise appointed to carry out the shipment and the Seller has not previously named this person or institution to the Customer.

5.5 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply (i.e., non-availability of stocks). This shall only apply in the event that non-delivery is not the Seller's fault and the Seller has concluded a cover transaction with the supplier with the due care required. 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 without undue delay and the consideration will be refunded without undue delay.

5.6 Collection of goods by the Customer (pick-up) is not possible for logistical reasons.

6) Retention of Title

6.1 In dealings with consumers, the Seller retains title to the delivered goods until the purchase price owed has been paid in full.

6.2 In dealings with entrepreneurs, the Seller retains title to the delivered goods until all claims arising from the ongoing business relationship have been settled in full.

6.3 If the Customer is an entrepreneur, the following additionally applies:

In the event of processing of the delivered goods, the Seller is deemed to be the manufacturer and acquires ownership of the newly created item. If processing is carried out together with other items, the Seller acquires co-ownership in proportion to the invoice values of its goods to the invoice values of the other items. If the Seller's goods are combined or mixed with items of the Customer and the Customer's item is to be regarded as the main item, the Customer shall transfer co-ownership to the Seller in the ratio of the invoice value of the Seller's goods to the invoice value or — if no such value exists — the market value of the main item; the Customer shall hold the resulting sole or co-ownership for the Seller. Items subject to retention of title or other rights may not be pledged or assigned as security by the Customer. The Customer is only entitled to resell goods subject to retention of title in the ordinary course of business. All claims arising from such resale against third parties shall be assigned in advance by the Customer to the Seller to the amount of the invoice value (including VAT). This assignment applies regardless of whether the reserved goods were resold without or after processing. The Customer shall remain authorized to collect the claims after the assignment. The Seller's authority to collect the claims itself remains unaffected. However, the Seller will not collect the claims as long as the Customer meets his payment obligations to the Seller, is not in default of payment and no application to open insolvency proceedings has been filed.

The Customer must inform the Seller immediately if and to the extent that access is taken to goods owned or co-owned by the Seller or to the assigned claims. Amounts collected by the Customer that have been assigned to the Seller must be forwarded to the Seller immediately to the extent that the Seller's claim is due.

If the value of the Seller's security interests exceeds the amount of the secured claims by more than 10%, the Seller will release an appropriate part of the security interests at the Customer's request.

7) Liability for Defects (Warranty)

Unless otherwise provided in the following provisions, the statutory provisions on liability for defects shall apply. Deviating therefrom, the following applies to contracts for the supply of goods:

7.1 If the Customer is an entrepreneur:

• the Seller shall have the choice of the type of subsequent performance;
• for new goods, the limitation period for defect claims shall be one year from delivery of the goods;
• for used goods, rights in respect of defects are excluded;
• the limitation period shall not start anew if a replacement delivery is made within the scope of liability for defects.

7.2 The above limitations of liability and shortening of time limits shall not apply

• to claims for damages and reimbursement of expenses by the Customer,
• in the event that the Seller has fraudulently concealed the defect,
• to goods which have been used for a building in accordance with their usual use and have caused the defect of that building,
• to any obligation of the Seller to provide updates for digital products, in contracts for the supply of goods with digital elements.

7.3 Furthermore, for entrepreneurs, the statutory limitation periods for any statutory recourse claims shall remain unaffected.

7.4 If the Customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB shall apply. If the Customer fails to comply with the notification obligations set out therein, the goods shall be deemed approved.

7.5 If the Customer is a consumer, they are requested to report obvious transport damage to the carrier and to inform the Seller thereof. Failure to do so shall have no effect on the Customer's statutory or contractual claims in respect of defects.

8) Liability

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

8.1 The Seller shall be fully liable on any legal ground

• in the event of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• under a guarantee promise, insofar as nothing else has been agreed in this regard,
• under mandatory liability, such as under the German Product Liability Act (Produkthaftungsgesetz).

8.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the contract-typical, foreseeable damage, unless unlimited liability arises pursuant to the preceding clause. Material contractual obligations are obligations the fulfillment of which is essential to the proper performance of the contract and on which the Customer regularly relies.

8.3 In all other respects, the Seller's liability is excluded.

8.4 The above limitations of liability shall also apply with respect to the Seller's liability for vicarious agents and legal representatives.

9) Redemption of Promotional Vouchers

9.1 Vouchers that are issued by the Seller free of charge as part of promotional campaigns for a specified validity period and that cannot be purchased by the Customer ("Promotional Vouchers") can only be redeemed in the Seller's online shop and only during the stated period.

9.2 Individual products may be excluded from the voucher campaign if such an exclusion results from the content of the Promotional Voucher.

9.3 Promotional Vouchers can only be redeemed before the conclusion of the ordering process. Subsequent crediting is not possible.

9.4 Only one Promotional Voucher may be redeemed per order.

9.5 The value of the goods must be at least equal to the amount of the Promotional Voucher. Any remaining balance will not be refunded by the Seller.

9.6 If the value of the Promotional Voucher is insufficient to cover the order, one of the other payment methods offered by the Seller may be selected to pay the difference.

9.7 The balance of a Promotional Voucher will neither be paid out in cash nor bear interest.

9.8 The Promotional Voucher will not be refunded if the Customer returns the goods wholly or partially paid for with the Promotional Voucher under his or her statutory right of withdrawal.

9.9 The Promotional Voucher is transferable. The Seller may discharge its obligation by performance to the person who redeems the Promotional Voucher in the Seller's online shop. This does not apply if the Seller knows or is grossly negligent in not knowing that the redeemer is not entitled to redeem the voucher, is legally incapacitated or lacks the power of representation.

10) Applicable Law

All legal relationships between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the laws on the international sale of movable goods. For consumers, this choice of law shall apply only insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has his or her habitual residence is not withdrawn.

11) Place of Jurisdiction

If the Customer is a merchant, a legal entity under public law or a public-law special fund with 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 Seller's place of business. If the Customer's registered office is 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 it can be attributed to the Customer's professional or commercial activity. In the aforementioned cases, however, the Seller shall in any case be entitled to bring an action before the court at the Customer's place of business.

12) Code of Conduct

• The Seller is subject to the participation terms and conditions for the eCommerce initiative "Fairness im Handel", which are available at https://www.fairness-im-handel.de/teilnahmebedingungen/.
• The Seller adheres to the "Google Customer Reviews" guidelines, which are available at https://support.google.com/merchants/answer/14629803?hl=de&ref_topic=14629086.
• The Seller complies with the Trusted Shops quality criteria, available at https://www.trustedshops.com/tsdocument/TS_QUALITY_CRITERIA_de.pdf.

13) Alternative Dispute Resolution

13.1 The European Commission provides an Online Dispute Resolution platform which can be found at: https://ec.europa.eu/consumers/odr.

This platform serves as a point of contact for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.

13.2 The Seller is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

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Translation disclaimer

This English text is a translation produced with the assistance of artificial intelligence for convenience and information purposes only. In the event of any discrepancies between this translation and the original German version, the original German version shall prevail. This translation does not constitute legal advice. For legal purposes, please refer exclusively to the Terms and Conditions as they are stated in the German version.