General terms and conditions of business
General Terms and Conditions of CESC Innovation GmbH
- 1 Scope, definitions
(1) All business relationships between CESC Innovation GmbH ("Provider") and the purchaser of goods ("Customer") are subject exclusively to the following General Terms and Conditions ("GTC") in the version valid at the time of the order. Deviating general terms and conditions of the purchaser are not recognized unless the Provider expressly agrees to their validity in writing.
(2) The customer is a consumer if the purpose of the ordered deliveries and services cannot be predominantly attributed to his or her commercial or independent professional activity. In contrast, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of his or her commercial or independent professional activity.
- 2 Conclusion of contract
(1) The presentation of the goods on the Provider's website and in its catalogs does not constitute a legally binding offer to conclude a contract, but merely a non-binding invitation to submit an offer. Offers from the Provider are subject to change and non-binding unless they are expressly marked as binding or contain a specific binding period. Declarations of acceptance and all orders require written or telex confirmation from the Provider to be legally effective.
(2) The customer’s order for the goods shall be deemed to be a binding contractual offer.
(3) A contract is only concluded upon the provider's order confirmation in text form or tacitly upon execution of the order and is governed exclusively by the content of the order confirmation and these General Terms and Conditions. In the event of tacit acceptance of the offer, the delivery or collection note or the goods invoice shall be deemed the order confirmation.
(4) The contract content is determined by the order confirmation. The provider saves the contract text and sends the order confirmation, including the order data and the provider's general terms and conditions, to the customer in text form, which the customer can print out or save electronically.
(5) The customer shall bear the risk of usability for the delivery or service, unless otherwise expressly agreed in writing in individual cases.
(6) Information on the subject matter of the delivery or service (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as representations of the same by the provider (e.g., drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but rather descriptions or markings of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the usability for the contractually intended purpose.
(7) The legal relationship between the provider and the customer is governed solely by the written contract, including these General Terms and Conditions. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the provider, its employees, or sales representatives prior to the conclusion of the contract are legally non-binding, and any verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they continue to be binding. The provider's silence in response to offers, requests, or other declarations by the customer shall only be deemed consent if this has been expressly agreed in writing beforehand.
(8) Additions and amendments to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the provider's employees are not authorized to enter into verbal agreements deviating from these.
(9) The Provider reserves ownership and copyright to drawings, illustrations, samples, models, and other documents – including those in electronic form. They must always be treated as strictly confidential. They may not be made accessible to third parties without the Provider's consent. In the event of a breach of these obligations, the Customer shall be fully liable to the Provider in accordance with the statutory provisions.
(10) The following applies to entrepreneurs: The provider reserves the right to prior sale.
(11) The contract is concluded in German.
- 3 Delivery, availability of goods
(1) Delivery times specified by the provider are calculated from the date of order confirmation, provided that the purchase price has been paid in advance.
(2) If no copies of the selected product are available at the time the customer places the order, the provider will notify the customer of this immediately in the order confirmation. If the product is permanently unavailable, the provider will refrain from accepting the order. In this case, a contract will not be concluded.
The following applies to entrepreneurs: The provider will inform the entrepreneur of the expected delivery date in the order confirmation. A postponement of the delivery date by a maximum of one month is possible with at least two weeks' notice from the provider, without incurring any delay. In the event of a postponement, both parties are entitled to withdraw from the contract.
(3) If the product specified by the customer in the order is only temporarily unavailable, the provider shall also inform the customer of this immediately in the order confirmation.
(4) The following delivery restriction applies: Delivery to packing stations is not possible.
(5) The following applies to consumers: If goods are delivered with obvious transport damage, please report such defects to the delivery person as soon as possible and contact the provider immediately. Failure to file a complaint or contact the provider has no consequences for the customer's statutory rights and their enforcement, in particular the customer's warranty rights. However, the customer thereby assists the provider in asserting its own claims against the carrier or transport insurance.
For entrepreneurs, the following applies: The risk of accidental loss and accidental deterioration passes to the customer as soon as the provider has delivered the item to the customer.
- 4 Retention of title
(1) The goods remain the property of the provider until full payment has been made. This retention of title also applies to spare or replacement parts, even if they are installed, as they do not become essential components within the meaning of Section 93 of the German Civil Code (BGB).
The following additionally applies to entrepreneurs: The provider reserves ownership of the goods until all claims arising from an ongoing business relationship have been settled in full.
(2) In the event of breach of contract by the customer, particularly in the event of late payment, the provider is entitled to take back the goods. Merely taking back the goods shall only constitute withdrawal from the contract if the withdrawal is expressly declared. After taking back the goods, the provider is entitled to dispose of them; the proceeds from such disposal shall be credited to the customer's liabilities – less reasonable disposal costs. The costs incurred by the provider as a result of the return (in particular transport costs) shall be borne by the customer. The provider is further entitled to prohibit the customer from any resale, processing, combining, or mixing of the goods delivered under retention of title and to revoke the direct debit authorization. The customer may only demand delivery of goods taken back without an express declaration of withdrawal after full payment of the purchase price and all costs.
(3) The customer is obligated to treat the goods delivered subject to retention of title with care; in particular, the customer is obligated to adequately insure them at their own expense against fire, water, and theft damage, covering their replacement value. If inspection and maintenance work is required, the customer must carry out these at their own expense and in a timely manner. The customer may not pledge, transfer, or assign the goods delivered subject to retention of title and any claims replacing them as security. In the event of attachments or other interventions by third parties, the customer must immediately notify the provider in writing so that the provider can file a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO). The customer shall bear any costs of this lawsuit that remain with the provider despite a victory in the legal dispute pursuant to Section 771 of the Code of Civil Procedure (ZPO), unless these costs can be recovered from the third party.
(4) The customer may resell the reserved goods in the ordinary course of business; the customer assigns all claims arising from this resale – regardless of any processing, combination, or mixing of the reserved goods with a new item – to the provider in advance in the amount of the invoice amount (including VAT), and the provider accepts this assignment. The customer remains authorized to collect the claims; however, the provider may also collect the claims itself if the customer fails to meet its payment obligations. The customer remains authorized to collect these claims even after the assignment, whereby the provider's authority to collect the claims itself remains unaffected. However, the provider undertakes not to collect the claims as long as (i) the customer meets its payment obligations from the proceeds received; (ii) the customer is not in default of payment; (iii) the customer has not filed for insolvency proceedings; and (iv) the customer has not suspended its payments. If this is the case, the customer must, upon request, inform the provider of the claims assigned to the provider from the resale of the reserved goods and the respective debtors, provide all information necessary for collection, hand over the relevant documents and notify the respective debtors (third parties) of the assignments.
(5) The processing or transformation of the reserved goods by the customer is always carried out for the provider. If the reserved goods are processed with other items not belonging to the provider, the provider acquires co-ownership of the new item in the ratio of the value of the reserved goods (invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item created through processing as to the goods delivered subject to retention of title. If the reserved goods are inseparably mixed with other items not belonging to the provider, the provider acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to the provider. The customer shall safeguard the sole ownership or co-ownership thus created for the provider.
(6) The Customer also assigns to the Provider any claims against third parties arising from the combination of the goods delivered subject to retention of title with real property to secure the Provider's claims against the Customer. The assignment shall rank before all other claims.
(7) At the Customer's request, the Provider shall release the securities to which it is entitled to the extent that the realisable value of the securities exceeds the value of the outstanding claims by more than 10%; the decision as to which securities are released shall be at the Provider's discretion.
- 5 Prices and shipping costs
(1) All prices quoted by the provider include the applicable statutory value added tax.
(2) The corresponding shipping costs will be indicated to the customer in the order form and are to be borne by the customer unless the consumer exercises his right of withdrawal.
(3) In the event of a withdrawal, the consumer as customer shall bear the direct costs of returning the goods.
- 6 Payment methods
(1) The customer is obliged to transfer the purchase price to the bank account specified by the provider.
(2) Payment of the purchase price is due immediately upon conclusion of the contract. If the payment due date is determined by the calendar, the customer shall be in default simply by missing the due date. In this case, the customer shall pay the provider default interest for the year at a rate of 5 percentage points above the base interest rate.
(3) The customer’s obligation to pay default interest does not exclude the provider from claiming further damages caused by default.
- 7 Warranty for material defects, guarantee, customer service
(1) The provider is liable for material defects in accordance with the applicable statutory provisions, in particular Sections 434 et seq. of the German Civil Code (BGB).
For businesses, the limitation period for claims for defects in newly manufactured goods is one year from the transfer of risk. The sale of used goods is subject to the exclusion of any warranty.
(2) In relation to entrepreneurs, only the supplier's own information and the manufacturer's product descriptions included in the contract shall be deemed to constitute an agreement regarding the quality of the goods; the supplier shall not be liable for public statements made by the manufacturer or other advertising statements.
Claims for defects do not exist in the event of only minor deviations from the agreed quality or only minor impairment of usability. In particular, no warranty obligation is triggered by minor deviations in color, dimensions, and/or other quality characteristics of the goods. A warranty obligation only exists if a defect has occurred despite proper assembly, commissioning, care, maintenance, and normal use in accordance with any operating instructions, and is not due to natural wear or corrosion of individual parts or improper repairs and/or modifications.
(3) An additional guarantee for goods delivered by the Provider only exists if this was expressly stated in the order confirmation for the respective item. Information on any applicable additional guarantees and their exact terms and conditions can be found with the product and on special information pages in the online shop.
(4) Customer service can be contacted for questions, complaints and objections by email at service@cescpower.de.
- 8 Liability
(1) The customer's claims for damages are excluded. Excluded from this are claims for damages by the customer resulting from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations), as well as liability for other damages resulting from an intentional or grossly negligent breach of duty by the provider, its legal representatives, or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract.
(2) In the event of a breach of essential contractual obligations, the provider shall only be liable for the foreseeable damage typical for the contract if this was caused by simple negligence, unless the customer has claims for damages resulting from injury to life, body or health.
(3) The restrictions in paragraphs 1 and 2 shall also apply to the benefit of the provider’s legal representatives and vicarious agents if claims are asserted directly against them.
(4) The limitations of liability resulting from paragraphs 1 and 2 shall not apply if the provider fraudulently concealed the defect or provided a guarantee for the quality of the item. The same applies if the provider and the customer have entered into an agreement regarding the quality of the item. The provisions of the Product Liability Act remain unaffected.
(5) The obligation to inspect and notify defects stipulated in Section 377 of the German Commercial Code (HGB) applies to entrepreneurs. If the customer fails to provide the notification stipulated therein, the goods shall be deemed approved, unless the defect was not detectable during the inspection. This shall not apply if the provider has fraudulently concealed a defect.
(6) Serious events, such as fire, floods, earthquakes, epidemics, industrial disputes, armed or terrorist conflicts, acts of God, embargoes, civil unrest, government regulations or other causes of force majeure that lead to interruptions or terminations of operations at the Provider or the manufacturer of the products, entitle the Provider to withdraw from an order in whole or in part without being liable to the Customer.
- 9 Dispute resolution
(1) The European Commission provides a platform for online dispute resolution (ODR), which can be found here : https://ec.europa.eu/odr.
(2) The provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
- 10 Cancellation policy
(1) When concluding a distance selling contract, consumers generally have a statutory right of withdrawal, about which the provider informs the consumer in accordance with the statutory model below:
Cancellation policy
Right of withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period shall be fourteen days from the day on which you or a third party other than the carrier designated by you takes possession of the goods.
Sample cancellation form
To exercise your right of withdrawal, you must inform us of your decision to withdraw from this contract by means of a clear statement (e.g., a letter sent by post, fax, or email). You may use the attached model withdrawal form, but this is not mandatory.
To:
CESC Innovation GmbH
Bundeskanzlerplatz 2D, 7th floor, 53113 Bonn
E-mail: info@cescpower.de:
I/we ______ (*) hereby revoke the contract concluded by me/us for the purchase of the following goods (*)__________/ the provision of the following service (*) ___________ ordered on (*) ________/ received on (*) _________
Name of consumer(s): ________________
Address of the consumer(s): ________________
Signature of the consumer(s) (only for notification on paper): _______________
Date: ________________
(*) Delete as appropriate
To comply with the cancellation period, it is sufficient that you send the notification of the exercise of the right of cancellation before the cancellation period has expired.
Consequences of revocation
If you cancel this contract, we will refund all payments we have received from you, including delivery costs (with the exception of additional costs resulting from your choice of a delivery method other than the cheapest standard delivery offered by us), promptly and at the latest within fourteen days from the day on which we received notification of your cancellation of this contract. For this refund, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; under no circumstances will you be charged any fees for this refund.
We may refuse to refund until we have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us (CESC Innovation GmbH, Bundeskanzlerplatz 2D, 7th floor, 53113 Bonn) immediately and in any event no later than fourteen days from the date on which you notify us of the cancellation of this contract. This deadline is met if you send the goods before the expiry of the fourteen-day period.
You will bear the direct cost of returning the goods. You will only be liable for any loss of value of the goods if this loss of value is due to handling of the goods that is not necessary to check their quality, properties, and functioning.
- End of cancellation policy -
(2) The right of withdrawal does not apply to contracts for the delivery of sound or video recordings or computer software in a sealed package if the seal has been removed after delivery. It also does not apply to contracts for the delivery of goods that are manufactured according to customer specifications or are clearly tailored to the personal needs of the customer, or that, due to their nature, are not suitable for return.
- 11 Data protection
(1) Detailed information on data protection can be found in the privacy policy at https://www.cescpower.de/policies/privacy-policy.
If you have any questions about data protection at CESC Innovation GmbH, you can contact info@cescpower.de.
(2) You can object to the use and processing of your data for our own advertising and marketing purposes and for our own market research at any time by notifying CESC Innovation GmbH, Bundeskanzlerplatz 2D, 7th floor, 53113 Bonn, info@cescpower.de, as well as assert your right to information or data deletion or another data protection right according to Art. 15 to 22 GDPR or revoke any consent you have given to the use of your data.
- 12 Final provisions
(1) Contracts between the Provider and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular those of the state in which the Customer, as a consumer, has his or her habitual residence, remain unaffected.
(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the customer and the provider is the registered office of the provider.
(3) The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the statutory provisions, if applicable. However, to the extent that this would constitute an unreasonable hardship for one of the contracting parties, the contract shall be invalid in its entirety. Sentences 1 to 3 above shall apply accordingly to any gaps in this contract.
Providers and contractual partners:
CESC Innovation GmbH
Bundeskanzlerplatz 2D, 7th floor
53113 Bonn,
Email: info@cescpower.de
You can reach us by email.
Registered office Bonn, Commercial Register Bonn, HRB 28719
Managing Director: Jian Chen
VAT ID: DE367514178
Status: December 2024
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