General Terms and Conditions

General terms and conditions with customer information

1. Scope of application
2. Offers and service descriptions
3. Ordering process and conclusion of contract
4. Prices and shipping costs
5. Delivery, availability of goods
6. Terms of payment
7. Reservation of title
8. Customer account
9. Warranty for material defects and guarantee
10. Liability
11. Storage of the contract text
12. Final provisions

1. Scope of application
1.1 The business relationship between Spaghetti & Stars GmbH, represented by the Managing Director Antonio Impagnatiello, Hansaallee 1a, 40549 Düsseldorf (hereinafter “Seller”) and the customer (hereinafter “Customer”) shall be governed exclusively by the following General Terms and Conditions in the version valid at the time of the order.

1.2 A consumer within the meaning of these General Terms and Conditions is any natural person who concludes a legal transaction for a purpose that can predominantly be attributed neither to his commercial nor his independent professional activity. An entrepreneur 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.

1.3 Deviating terms and conditions of the customer shall not be recognized unless the seller expressly agrees to their validity.

2. Offers and service descriptions
2.1 The presentation of the products in the online store does not constitute a legally binding offer, but an invitation to place an order. Service descriptions in catalogs and on the seller’s websites do not have the character of an assurance or guarantee.

2.2 All offers are valid “while stocks last”, unless otherwise stated for the products. Errors excepted.

3. Ordering process and conclusion of contract
3.1 The customer can select products from the seller’s range without obligation and collect them in a so-called shopping cart using the [add to cart] button. Within the shopping cart, the product selection can be changed, e.g. deleted. The customer can then proceed to complete the order process within the shopping cart by clicking on the [Continue to checkout] button.

3.2 The customer submits a binding request to purchase the goods in the shopping cart via the button: [order subject to payment]. Before submitting the order, the customer can change and view the data at any time and use the browser function “back” to return to the shopping cart or cancel the order process altogether. Required information is marked with an asterisk (*).

3.3 The seller then sends the customer an automatic confirmation of receipt by e-mail, in which the customer’s order is listed again and which the customer can print out using the “Print” function (order confirmation). The automatic confirmation of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the application. The purchase contract is only concluded when the seller has dispatched or handed over the ordered product to the customer within 2 days or has confirmed dispatch to the customer within 2 days with a second e-mail, express order confirmation or sending of the invoice. Acceptance may also be effected by a request for payment sent by the seller to the customer and at the latest by completion of the payment transaction. In the event of several acceptance processes, the earliest time of acceptance shall be decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract shall be concluded and the customer shall no longer be bound by his offer.

3.4 In the case of customers who are companies, the aforementioned period for dispatch, handover or order confirmation is seven days instead of two.

3.5 If the seller allows payment in advance, the contract is concluded with the provision of the bank details and request for payment. If the payment has not been received by the seller within 10 calendar days of the order confirmation being sent, despite the due date, even after a further request, the seller shall withdraw from the contract with the result that the order shall lapse and the seller shall have no obligation to deliver. The order is then completed for the buyer and seller without any further consequences. A reservation of the item for advance payments is therefore made for a maximum of 10 calendar days.

4. Prices and shipping costs
4.1 All prices quoted on the Seller’s website include the applicable statutory value added tax.

4.2 In addition to the prices quoted, the Seller shall charge shipping costs for delivery. The shipping costs are clearly communicated to the Buyer on a separate information page and during the ordering process.

5. Delivery, availability of goods
5.1 If advance payment has been agreed, delivery shall be made after receipt of the invoice amount.

5.2 Should the delivery of the goods fail through the fault of the buyer despite three delivery attempts, the seller may withdraw from the contract. Any payments made will be refunded to the customer immediately.

5.3 If the ordered product is not available because the seller is not supplied with this product by its supplier through no fault of its own, the seller may withdraw from the contract. In this case, the seller will inform the customer immediately and, if necessary, suggest the delivery of a comparable product. If no comparable product is available or the customer does not wish a comparable product to be delivered, the seller shall immediately reimburse the customer for any payments already made.

5.4 Customers will be informed about delivery times and delivery restrictions (e.g. restriction of deliveries to certain countries) on a separate information page or within the respective product description.

5.5 In the case of customers who are companies, the risk of accidental loss and accidental deterioration of the goods shall pass to the buyer as soon as the seller has delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment; the specified delivery dates and deadlines are not fixed dates, unless otherwise promised or agreed.

5.6 The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to unforeseeable events that make delivery significantly more difficult or impossible for the Seller, even in the case of bindingly agreed deadlines and dates. In this case, the seller is entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period. The right to postpone the deadline also applies to customers who are entrepreneurs in cases of unforeseeable events that affect the operations of an upstream supplier and for which neither the supplier nor the seller is responsible. For the duration of this hindrance, the customer shall also be released from his contractual obligations, in particular payment. If the delay is unreasonable for the customer, the customer may withdraw from the contract by written declaration after a reasonable period to be set by the customer or by mutual agreement with the seller.

6. Terms of payment
6.1 The customer can choose from the available payment methods during and before completion of the order process. Customers are informed about the available means of payment on a separate information page.

6.2 If payment by invoice is possible, payment must be made within 30 days of receipt of the goods and the invoice. For all other payment methods, payment must be made in advance without deduction.

6.3 If third-party providers are commissioned to process payments, e.g. Paypal, their general terms and conditions shall apply.

6.4 If the due date for payment is determined by the calendar, the customer shall be in default as soon as the deadline is missed. In this case, the customer must pay the statutory default interest.

6.5 The customer’s obligation to pay default interest does not exclude the assertion of further damages caused by default by the seller.

6.6 The customer shall only have a right of set-off if his counterclaims have been legally established or recognized by the seller. The customer may only exercise a right of retention if the claims result from the same contractual relationship.

7 Reservation of title
The delivered goods remain the property of the seller until full payment has been made.
For customers who are entrepreneurs, the following also applies: The seller retains ownership of the goods until all claims arising from an ongoing business relationship have been settled in full; the buyer is obliged to treat the purchased goods with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value, insofar as this is appropriate or customary in the industry. If maintenance and inspection work has to be carried out, the buyer must carry this out in good time at his own expense. The processing or transformation of the reserved goods by the customer shall always be carried out for the seller. If the reserved goods are processed with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the reserved goods. The customer also assigns the claim to secure the claims against him which arise against a third party through the combination of the reserved goods with a property. The customer must notify us immediately of any seizure by third parties of goods owned or co-owned by the seller. The customer shall bear the costs incurred by such interventions for a third party action or costs for an out-of-court release. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. By way of security, the customer assigns to the seller in full the claims arising from the resale or other legal grounds in respect of the reserved goods (including all current account balance claims). The seller revocably authorizes the customer to collect the claims assigned to the seller for his account and in his own name. This direct debit authorization can be revoked if the customer does not properly meet his payment obligations. The seller undertakes to release the securities to which the seller is entitled at the customer’s request if their total sales value exceeds the sum of all outstanding claims of the seller from the business relationship by more than 10% (by more than 50% if there is a realization risk). The selection of the securities to be released is incumbent on the seller. Ownership of the goods subject to retention of title and the assigned claims shall pass to the Buyer upon settlement of all claims of the Seller arising from delivery transactions. The selection of the securities to be released is incumbent on the seller.

8. Customer account
8.1 The seller provides the customer with a customer account. Within the customer account, customers are provided with information about the orders and their customer data stored with the seller. The information stored in the customer account is not public.

8.2 Select alternative: In order to place an order, customers must create a customer account. A guest order is not possible. / Customers can also place an order as a guest without having to create a customer account.

8.3 Customers are obliged to provide truthful information in the customer account and to adapt the information to changes in the actual circumstances, insofar as this is necessary (e.g. the changed e-mail address in the event of a change or the changed postal address before placing an order). Customers are responsible for any disadvantages arising from incorrect information.

8.4 The customer account may only be used in accordance with the applicable statutory provisions, in particular the provisions on the protection of third-party rights, and in accordance with the seller’s GTC using the access masks and other technical access options provided by the seller. Any other type of use, in particular by external software such as bots or crawlers, is prohibited.

8.5 Insofar as customers save, enter or otherwise post content or information (hereinafter referred to as “content”) within the customer account, the customers are responsible for this information. The Seller does not adopt the Customer’s content as its own. However, the seller reserves the right to take appropriate measures depending on the degree of risk of infringement posed by the content, in particular the risk to third parties. Measures that take into account the criteria of necessity, appropriateness, diligence, objectivity and reasonableness and the interests of all parties involved, in particular the fundamental rights of customers, may include the (partial) deletion of content, requests for action and explanations, warnings and cautions as well as bans.

8.6 Customers may terminate the customer account at any time. The seller may terminate the customer account at any time with a reasonable notice period, which is usually two weeks. The termination must be reasonable for the customer. The seller reserves the right to terminate for extraordinary reasons.

8.7 From the time of termination, the customer account and the information stored in the customer account are no longer available to the customer. It is the customer’s responsibility to back up their data when terminating the customer account.

9. Warranty for material defects and guarantee
9.1 Subject to the following provisions, the warranty (liability for defects) shall be governed by statutory provisions.

9.2 The goods delivered by the seller are only covered by a guarantee if this has been expressly given. Customers will be informed of the warranty conditions before initiating the order process.

9.3 If the customer is an entrepreneur, he must inspect the goods without delay, notwithstanding statutory obligations to give notice of defects, and notify the supplier in writing of recognizable material defects without delay, at the latest within two weeks of delivery, and of non-recognizable material defects without delay, at the latest within two weeks of discovery. Deviations in quality, weight, size, thickness, width, finish, pattern and color that are customary in the trade and permissible or minor in accordance with quality standards shall not constitute defects.

9.4 If the Customer is an entrepreneur, the Seller shall choose between rectification or subsequent delivery of defective goods.

9.5 Without prejudice to the liability provisions of these General Terms and Conditions, material defects shall generally expire one year after the transfer of risk for customers who are entrepreneurs, unless longer periods are prescribed by law, in particular in the case of special provisions for the entrepreneur’s recourse. In the case of used goods, the warranty of customers who are entrepreneurs is excluded.

9.6 If the customer, who is an entrepreneur, has installed the defective item within the meaning of Section 439 (3) BGB in another item or attached it to another item in accordance with its type and intended use, the seller is not obliged, subject to an express agreement and without prejudice to the other warranty obligations, to reimburse the customer for the necessary expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item within the scope of subsequent performance. Accordingly, the seller is also not obliged to reimburse expenses for the removal of the defective item and the installation or fitting of the repaired or delivered defect-free item in the context of recourse by the customer within the supply chain (i.e. between the customer and its customers).

10. Liability
10.1 The following exclusions and limitations of liability shall apply to the Seller’s liability for damages, notwithstanding the other statutory requirements for claims.

10.2 The Seller shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence.

10.3 Furthermore, the Seller shall be liable for the slightly negligent breach of material obligations, the breach of which jeopardizes the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies. In this case, however, the seller is only liable for the foreseeable damage typical for the contract. The Seller shall not be liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.

10.4 The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

10.5 Insofar as the liability of the seller is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

11. Storage of the contract text
11.1 The customer can print out the text of the contract before submitting the order to the seller by using the print function of his browser in the last step of the order.

11.2 The Seller shall also send the Customer an order confirmation with all order data to the e-mail address provided by the Customer. With the order confirmation, but at the latest upon delivery of the goods, the customer will also receive a copy of the General Terms and Conditions together with the cancellation policy and the information on shipping costs and delivery and payment terms. If you have registered in our store, you can view the orders you have placed in your profile area. In addition, we store the text of the contract, but do not make it accessible on the Internet.

11.3 Customers who are entrepreneurs can receive the contract documents by e-mail, in writing or by referring to an online source.

12. Final provisions
12.1 If the Buyer is an entrepreneur, subject to other agreements or mandatory statutory provisions, the place of performance shall be the Seller’s registered office, while the place of jurisdiction shall be the Seller’s registered office if the Customer is a merchant, a legal entity under public law or a special fund under public law or if the Buyer has no general place of jurisdiction in the Seller’s country of domicile. The Seller reserves the right to choose another permissible place of jurisdiction.

12.2 In the case of entrepreneurs, the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods, provided that there are no mandatory statutory provisions to the contrary.

12.3 The contract language is German.

12.4 Platform of the European Commission for online dispute resolution (OS) for consumers: http://ec.europa.eu/consumers/odr/. We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.