General Terms and Conditions (GTC) for deliveries and services of Steffen und Steffi. Markowic GbR (Mastflow – Intelligent Web & IT Solutions)
(1.1) Mastflow – Intelligent Web & IT Solutions (hereinafter referred to as “Mastflow”) provides customers with services and digital products in the IT sector, in particular CMS solutions, eCommerce solutions, UX/UI services and IT consulting on the basis of the following General Terms and Conditions (hereinafter referred to as “GTC”).
(1.2) These GTC only apply to contracts concluded by Mastflow with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
(1.3) All contracts between Mastflow and a customer (hereinafter referred to as “customer”) and all services provided by Mastflow are based exclusively on these GTC. They shall therefore also apply to all future transactions with the Client which have our services as the subject matter of the contract, in particular for follow-up or supplementary orders, even if no reference was made to them in the individual case. The inclusion of deviating general terms and conditions or counter-confirmations provided by the Customer with reference to its own terms and conditions is hereby expressly rejected.
(1.4) Deviations from these GTC shall only become effective if Mastflow confirms them in text form.
§2 Offers and conclusion of contract
(2.1) Unless otherwise stated, offers, prices and deadlines from Mastflow are subject to change and non-binding. The services offered by Mastflow merely represent an invitation to submit an offer to conclude a contract.
(2.2) The client’s order is legally binding upon signature. The order shall be accepted by our order confirmation in text form or by actual performance of the delivery or service.
(2.3) The content of the contract results from the order confirmation or the content of the contract. Promises, assurances and guarantees by Mastflow or agreements in connection with the conclusion of the contract that deviate from these GTC shall only become binding for business customers upon confirmation in text form, e.g. by e-mail, by Mastflow.
(2.4) Mastflow is entitled to engage third parties to provide part or all of the contractual service.
(2.5) Mastflow undertakes not to give preferential treatment to any client in the provision of services. Mastflow is also permitted to conclude corresponding contracts with competitors of the client. This also applies in particular to orders for optimization with similar or identical search terms from different clients. Mastflow shall endeavor, without being obliged to do so, to protect the legitimate interests of the contractual partner and to avoid conflicts of interest.
§3 Performance time and deadlines
(3.1) A performance period specified by Mastflow begins on the date of issue of the corresponding confirmation, but not before the customer has fulfilled the conditions necessary for the provision of the service (customer’s obligation to cooperate). Subsequent amendments or additions to the contract shall extend the performance period accordingly.
(3.2) Delays for which Mastflow is not responsible shall postpone the dates/service times affected by the delay by the duration of the delay. Other claims of the parties remain unaffected by this.
(3.3) Deadlines and dates requested by the customer are only binding if Mastflow has expressly confirmed them in writing and the customer has met all requirements for the provision of the service within his/her sphere of influence in good time.
§4 Term and termination
(4.1) Contracts with an initial contract term of 12 months are extended by a further month in each case if the contractual relationship is not terminated beforehand by one of the two contracting parties subject to a notice period of four weeks to the end of the respective termination date.
(4.3) The date of receipt of the respective notice of termination by the recipient of the notice of termination is decisive for compliance with the respective notice period. Terminations must be made in writing.
(4.4) Ordinary termination is excluded before the start of the contract term. The right of both contracting parties to extraordinary termination for good cause remains unaffected. An important reason for extraordinary termination by Mastflow exists in particular if
the financial circumstances of the client are at considerable risk;
the client is in arrears with the agreed remuneration – in the case of monthly payments with a total of two monthly payments;
insolvency proceedings are opened over the assets of the AG or such proceedings are rejected for lack of assets;
the Client is in material breach of its contractual obligations.
§5 Obligations of the client to cooperate
(5.1) The customer is obliged to support Mastflow in the execution of the contract and to provide all data and content required for the provision of the service, preferably by electronic means (e.g. e-mail) within two weeks of acceptance of the order. Required data may include, in particular, access data to the client’s web server/hosting provider, the client’s domain administration, the client’s existing website and Google services used by the client. The content to be provided by the client includes in particular all texts, images, graphics, tables, videos and sound files to be used at the client’s request.
(5.2) Alternatively, the Client undertakes to appoint a person authorized to represent and make decisions who can and may provide the data required for the execution of the contract and make the necessary decisions.
(5.3) The customer must provide Mastflow with all information and data necessary for the proper provision of services and fulfillment of the contract free of charge and in good time.
(5.4) If the required data and content are not transferred within the reasonable period set by Mastflow, measures will be taken as described in the special terms and conditions of the booked services. This does not release the customer from paying the agreed or applicable remuneration to Mastflow.
(5.5) The Client warrants that he/she holds all rights necessary for the execution of the respective order.
(5.6) The Client shall be responsible for all information, materials and instructions provided. The client is obliged to carry out legal checks himself. In this respect, it is in particular the exclusive responsibility of the client to clarify questions relating to competition, copyright, trademark and name law before placing the order.
(5.7) If an agreement has been reached on the creation of a new website, the client is obliged to provide texts that correspond to his/her offers. If Mastflow provides texts, the client is obliged to check them before publication, to correct or adapt them if necessary and to release them modified according to his/her specifications after they have been entered into the website.
(5.8) If the customer is responsible for an infringement of rights giving rise to liability, he/she shall indemnify Mastflow against all third-party claims, in particular claims under competition, copyright, trademark and name law, and shall reimburse Mastflow for the costs incurred by Mastflow due to the infringement of rights and the resulting claims.
(5.9) If the customer fails to comply with its obligations to cooperate even after being requested to do so in text form within a grace period of 10 days, Mastflow shall be released from its obligation to perform.
§6 Ownership and rights of use
Mastflow retains the ownership and copyright to the websites, texts, publications etc. developed for the client. This also applies to design activities.
Mastflow shall grant the customer simple, material, local and temporal rights of use for the utilization of the complete service delivered in accordance with the contract.
The rights of use may only be exercised if the client is not in default of payment at that time.
Any regulations deviating from this as well as the use, in particular the passing on to third parties, reproduction, publication and making available, including copying, require the consent of Mastflow in text form.
Content provided and developed by Mastflow may not be used by the client after termination of the contract and may not be used on other published websites.
If the contract ends due to timely termination by the client, the client may continue to use the content provided by him.
The customer allows Mastflow to be named as the author on the websites it creates for the customer and to refer to the customer’s support in its own advertising by mentioning the company name and the company logo and by linking to the Mastflow website.
If the client provides its own domain at the start of the contract, the ownership rights shall remain the property of the client after regular termination of the contract. If necessary, the client is provided with an Auth-Info-Code.
If a new domain is registered in the course of the creation and/or provision of a website by Mastflow, the rights to this domain remain with Mastflow after termination of the contract: In this case, no auth-info code will be issued.
§7 Prices, remuneration and terms of payment
(7.1) The remuneration to be paid by the customer for the services used by Mastflow is set out in the respective individual contract.
(7.2) All Mastflow prices are quoted in euros as net prices plus the applicable statutory value added tax.
(7.3) Unless otherwise agreed in writing, the fees for all contracts are invoiced in advance for the duration of the contract term. The invoice is due for payment no later than 14 days after delivery.
(7.4) For term contracts, the invoice amount is due either in a total annual amount or monthly in installments; for contracts with a term of 12 months in the amount of 12 constant monthly premiums. The monthly contributions are paid by SEPA direct debit or credit card payment, unless otherwise agreed. The first monthly premium is paid on the day the contract is concluded. Further contributions are always collected on the same day of each subsequent month. Payment on account or via other payment methods is also possible by arrangement.
(7.5) Subject to an earlier reminder, the Client shall be in default no later than 14 days after the due date and receipt of an invoice or equivalent request for payment. In the case of monthly payments, this also only applies from the day following the respective payment date.
(7.6) If the customer is in default of payment, Mastflow is entitled to suspend the provision of services and to demand immediate payment for services already rendered if no payments are made even after a reasonable grace period. The same applies if the claim is not collected due to a lack of funds in the account or if it is subsequently canceled or reversed. The suspension of the provision of services shall only constitute a withdrawal from the contract if this is expressly declared.
(7.7) In the event of default, the Client shall be obliged to pay default interest, which shall be charged by the receivables management provider. Receivables management is carried out by paywise GmbH. Within the scope of an agreed direct debit collection, Mastflow shall be entitled to charge EUR 20.00 net per return debit note in the event of return debit notes for which the customer is responsible.
(7.8) The Client shall retain the right to prove that no damage or less damage has been incurred. Mastflow is entitled to charge higher damages against proof.
(7.9) Mastflow may increase prices at any time. In the event of an increase in the monthly premiums, the client has a special right of termination if the price increase would already be levied during the regular notice period of 4 weeks to the end of the month.
(8.1) It is the customer’s responsibility to inspect Mastflow’s services immediately and to report any defects immediately in writing with a precise description. Furthermore, it is the responsibility of the customer to support Mastflow in determining the causes of the defects and their elimination to a reasonable extent and to take all reasonable measures to prevent and minimize damage.
(8.2) Insofar as a defect is actually present within the scope of Mastflow’s services, Mastflow shall bear the expenses necessary for the purposes of subsequent performance. If a request by the customer to remedy a defect proves to be unjustified, Mastflow may demand reimbursement of the resulting costs from the customer.
(8.3) The following paragraph 9 applies to claims for damages. Other warranty claims are excluded.
(8.4) The online provision of a booked website is carried out by Mastflow. Mastflow has no influence whatsoever on the indexing of the website in search engines such as Google and therefore accepts no liability for delays or disruptions in indexing.
(8.5) Rights in respect of material defects shall become statute-barred after 12 months, insofar as work services are concerned. This shall not apply in cases of intentional or negligent injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty, in the event of fraudulent concealment of a defect, in the event of a relevant guarantee of quality or in the event of claims under the Product Liability Act. The statutory provisions on the commencement, expiry, suspension and recommencement of the limitation periods shall remain unaffected, unless otherwise agreed.
(9.1) Mastflow shall only be liable for damage caused by Mastflow, its legal representatives or its vicarious agents through gross negligence or intent, unless it concerns warranted characteristics. Liability is limited to the amount of foreseeable errors. Mastflow shall be liable without limitation for damage to health, body or life.
(9.2) Mastflow is also liable for the breach of essential obligations, the breach of which jeopardizes the achievement of the purpose of the contract or for the breach of obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely (so-called cardinal obligations). In this case, liability is limited to compensation for foreseeable, typically occurring damage.
(9.3) Missed deadlines only justify a claim for compensation if they are due to intentional or grossly negligent behavior on the part of Mastflow.
(9.4) Mastflow shall not be liable for the slightly negligent breach of obligations other than those mentioned above.
(9.5) Mastflow is not liable for any damage caused by the entry of a website in search engines.
(9.6) Mastflow is not liable for damages that arise solely or predominantly due to the breach of a duty to cooperate or a specification of the client. The client is responsible for the legal admissibility of the content of its websites, the publications created by Mastflow and for the information provided by it, including the keywords and the protection of the rights of third parties and, if necessary, to obtain the express consent of the rights holder before use or utilization. This applies in particular with regard to copyright, competition law, trademark law and criminal law. Mastflow is not subject to any obligation to check this. The Client alone shall be responsible for any claims by third parties in this connection.
(9.7) To ensure this, the client must check the website after completion and, if necessary, point out any corrections required. Mastflow undertakes to make these changes within a reasonable period of time.
(9.8) If the customer has rented a domain from Mastflow, the customer undertakes to indemnify Mastflow against any third-party claims resulting from the illegality of the domain or of content that the customer or third parties post via this domain. The indemnification also includes all legal prosecution/defense costs.
(9.9) Even with the current state of technology, data communication via the Internet cannot be provided error-free and/or at all times. In this respect, Mastflow is not liable for the constant, uninterrupted availability of our online trading system.
(9.10) Insofar as liability is excluded or limited, this shall also apply to the liability of a legal representative or vicarious agent of Mastflow.
(9.11) The above limitations of liability do not apply in the event of injury to life, limb or health or if Mastflow has assumed a guarantee.
§10 Assignment, offsetting and right of retention
(10.1) An assignment of claims of the customer arising from this contract to third parties is excluded without the prior consent of Mastflow in text form.
(10.2) The Client may only offset its own counterclaim if this is undisputed or has been legally established. Mastflow is authorized to offset its own claims against claims of the customer even if these are not yet due.
(10.3) The Customer shall only be authorized to exercise a right of retention if its counterclaim is based on the same contractual relationship.
§11 Confidentiality and data protection
(11.1) Mastflow and the customer undertake to treat all confidential information about the other party that comes to their knowledge directly or indirectly in connection with the contract as strictly confidential and not to pass it on or otherwise make it accessible to third parties who are not authorized persons without prior written consent. You undertake to take suitable precautions to protect the confidential information. This confidentiality obligation shall continue to exist even after termination of the contractual relationship.
(11.2) The following are not confidential information within the meaning of (11.1) of this contract:
Information that was already known to the other party.
Information that is generally known.
Information disclosed to the other party by a third party without the other party having breached a confidentiality obligation.
§12 Amendment of the GTC
(12.1) Mastflow reserves the right to amend or supplement these GTC, including any annexes, at any time and without stating reasons with effect for the future.
(12.2) Changes to these terms and conditions will be communicated in text form, e.g. by e-mail.
(12.3) The changes shall become effective if Mastflow draws attention to the changes, the customer can take note of the changes and does not object to them within two weeks of receipt of the notification of change, but no later than the time at which the changes are to come into force. The Client shall be informed separately of the right to object and the legal consequences of remaining silent.
(12.4) In the event of a timely objection, Mastflow is entitled to terminate the contract on the date on which the amended or supplemented conditions are to come into force.
§13 Choice of law, place of performance and jurisdiction
(13.1) The contractual relationship between Mastflow and the customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) or conflicting conflict of law rules of private international law.
(13.2) The place of performance and place of jurisdiction for all disputes arising from the contractual relationship between Mastflow and Waiblingen (Germany) is agreed within the statutory limits (§§29, 38 ZPO).
(13.3) The place of fulfillment is Waiblingen.
(13.4) Mastflow reserves the right to choose another permissible place of jurisdiction.
§14 Dispute resolution procedure
(14.1) The European Commission provides a platform for out-of-court online dispute resolution (ODR platform), which can be accessed at https://www.ec.europa.eu/consumers/odr
. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
§15 Final provisions and severability clause
(15.1) The customer must inform Mastflow immediately of any changes to contractually relevant information; this also includes company-related changes (e.g. address and telephone connection data).
(15.2) Amendments or additions to the contract, including collateral agreements, must be made in writing to be effective. This also applies to the waiver of the written form requirement.
(15.3) Should individual provisions of these GTC be or become invalid, the remaining provisions shall remain valid. In place of the invalid provision, the parties undertake to agree on a valid provision that comes closest to the purpose of the intended provision.
(15.4) Insofar as translations of these GTC are produced in other languages, only the German version shall be valid.
§ Creation and programming of websites and online stores (incl. design)
3.1 Scope of services
As part of the conclusion of the contract or the first analysis meeting, the customer and Mastflow agree on the specific services to be provided by Mastflow as part of the web design or the creation of an online store by defining detailed requirements.
Mastflow implements these points and provides the customer with a design.
Changes are made in up to two correction loops without additional remuneration. Any additional services shall be remunerated by the customer.
3.2 Copyright | Right of use
The Internet pages designed or created by Mastflow, including the individual components, are protected by copyright and may not be modified, passed on or used in the form of individual elements in any other form, in particular in printed form, unless an express agreement has been reached with Mastflow to this effect.
Mastflow grants the customer a simple right of use to the Internet pages created, which entitles the customer to use them for the contractually agreed purposes, usually for the presentation of the customer on the Internet. For this purpose, Mastflow provides the customer with the Internet pages on a suitable data carrier, by e-mail or by transfer to an Internet server. However, the granting of the right of use is subject to the condition that the customer pays all claims arising from the business relationship with Mastflow, including all claims arising from previous legal transactions.
3.3 Duty to cooperate
In addition to the general obligations to cooperate, the customer is obliged to comply with the provisions on provider identification in accordance with Section 5 TMG and all other applicable provisions, in particular those of the Interstate Broadcasting Treaty, as amended.
Mastflow will not check the information provided to it when the order is placed to determine whether it is sufficient to meet the legal requirements in individual cases.
Mastflow assumes that Mastflow will register a new domain for new websites to be created in the absence of access data and use it to publish the website.
Concepts, corrections and drafts shall be remunerated in proportion to the services already provided, especially if the order is not continued at the customer’s request.
Mastflow is entitled to refuse separate extended services not covered by the original order or to invoice them separately.
3.5 Defects, faults, interruptions
Mastflow is not liable for the consequences of defects, malfunctions and/or interruptions with regard to the availability and accessibility of the respective website or online store if it is not responsible for them, in particular in the event of malfunctions of generally accessible telecommunications facilities, networks and services that are not operated by Mastflow. The user acknowledges that 100% availability and accessibility of Internet pages is not technically feasible and that technical faults and/or failures cannot be ruled out.
The customer is aware that the functionality of the website or online store may be impaired or canceled by an update of the management content system or plugin used in each case. After acceptance of the work performed by Mastflow, Mastflow shall no longer be liable for such impairments/disruptions that are beyond its control.
3.6 Data backup
Mastflow is not responsible for the data backup of the customer’s files stored on the respective server.
The customer is responsible for backing up the files transferred to the respective server.
§ Search engine placement
1.1 The aim of search engine optimization is to ensure that the customer’s website is listed in a higher position than before when search engine users enter certain relevant search terms (hereinafter referred to as keywords) agreed between the parties in search engines. This is exclusively a regional optimization of search terms in connection with certain place names. “Search word+location”. An optimization of search terms that are found as a single keyword throughout Germany without additional location information is not owed at any time.
1.2 The customer is aware that search engine rankings depend on a variety of factors, as the placement and publication of content of all kinds is at the sole discretion of the search engine operator and the ranking factors can be changed by the search engine operator at any time. Unforeseen changes in the ranking – including a drastic deterioration or complete removal from the index of the respective search engine – cannot be ruled out.
1.3 Mastflow undertakes to observe the guidelines of the search engine services during optimization (white hat measures). The development of a placement depends on the following factors: The number of total monthly searches under the desired search term and the competition to which the search term is subject. With high competition or a high number of search queries, an optimized homepage does not quickly develop into a top position.
1.4 A specific search engine placement is not owed and is not guaranteed.
1.5 The customer shall provide Mastflow with the best possible support in the selection of keywords and, in particular, provide comprehensive information on the target group of the websites. If not carried out by Mastflow, the customer alone is responsible for the selection of keywords. This includes above all the obligation to check the admissibility of keywords suggested by Mastflow.
1.6 The customer is aware that agreed search engine optimization measures may violate the guidelines of individual search engines and that this does not constitute a deficient performance by Mastflow. This applies in particular in the case of express approval of certain measures by the customer with knowledge of the respective guidelines.
§ Google tools (e.g. Google My Business)
2.1 Upon request, Mastflow will optimize the client’s Google My Business entry. If the customer has several company entries in Google My Business, Mastflow is not obliged to edit or delete these additionally and free of charge. The customer can make use of this service additionally and for a fee. Additional Google My Business entries can be edited for a fee of € 250.00 plus VAT per entry. the applicable statutory value added tax, the deletion can be accepted for a one-off fee of € 150.00 plus VAT. the applicable statutory value added tax.
2.2 User account, fees
If the contractual relationship relates to Google Tools, it is necessary for the customer to have a user account with Google.
If the customer already has such a user account, the customer must immediately agree to Mastflow’s request for account access, which will be made at the beginning and will be visible in the user account. The customer must ensure that access to the account by Mastflow is possible at all times by means of a link to their account.
If the customer does not yet have a user account with Google, Mastflow is hereby commissioned and authorized by the customer to create a user account required for the provision of the service and, if necessary, a G-Mail account in the name and on behalf of the customer. Mastflow will provide the customer with the access data for this user account and the G-Mail account in text form within a period of 10 days after receipt. The customer is obliged to change the password to the accounts immediately.
The customer is aware that search engines charge fees for the advertising space used, in particular for the number of clicks or impressions, and that these costs are billed directly to the customer by the search engines. Mastflow shall not be liable, directly or indirectly, for the payment of such fees and makes no representation that the fees so charged are accurate or reasonably calculated.
If the customer is in arrears with the payment of the fees charged by the search engine, there is a risk that the search engine operator will temporarily or permanently block the user account or the respective campaign or suspend the respective campaign. This risk is the responsibility of the customer. A possible blocking of the user account has no effect on the contractual relationship with Mastflow. In particular, blocking does not entitle the customer to terminate the contractual relationship with Mastflow prematurely or to reduce the fee agreed with Mastflow.
2.3 Service description
As part of a Google Tools or search engine optimization, Mastflow is commissioned to create the website described in section. 1. with the aim of optimizing the settings for search results for the customer. For this purpose, Mastflow makes configurations within the customer’s user account.
Mastflow carries out the optimization according to specifications and in coordination with the customer as far as possible and strives for the best possible positioning of the customer’s site in the search results. Mastflow owes the activity, not a specific success. In particular, Mastflow does not guarantee that a specific positioning will be achieved at a specific time and that the keywords selected as part of the optimization will result in the customer site always being displayed in the first hits in the search engines or, in general, that a generally increased demand or increased sales will be achieved via the customer site to be advertised.
Mastflow’s activity relates to the content of the advertised domain that can be accessed at the time the contract is concluded. Content from subdomains is excluded unless otherwise agreed individually. Extensions must be remunerated additionally.
The customer is authorized to issue instructions to Mastflow at any time regarding optimization, including the modification or deactivation of campaigns and keywords. These instructions must be in text form.
If a standardized, contact-optimized mini website (so-called landing page) is created as part of the optimization by Mastflow, the customer provides his own content and hereby permits the use of the existing content from his own website or similar. All rights and rights of use to the landing page, the associated domain and the content, insofar as these were not provided by the customer, are the exclusive property of Mastflow.
2.4 Responsibility | Exemption
The customer is advised that the use of third-party trademarks or proper names as keywords, as well as other search terms, may be inadmissible due to competition law requirements and that the customer may run the risk of being sued for injunctive relief by the owner of the trademark or proper name or by competitors.
The customer is solely responsible for the permissibility and freedom from third-party rights of the keywords registered by him and the content of his pages, in particular with regard to trademark, copyright, competition and criminal law. It is therefore the customer’s responsibility to ensure that all data and content on the website to be advertised and the keywords to be used are always up-to-date and correct, do not infringe any third-party rights, in particular trademark rights and copyrights, and comply with competition law requirements. The customer is obliged to inform Mastflow immediately of any search terms and/or words for advertisement texts that could infringe the trademark and name rights of third parties or be inadmissible under competition law. This must already take place in the initial meeting, in which the customer’s data is recorded and the campaigns are discussed.
The customer undertakes to inform Mastflow continuously and without being asked about search terms to be excluded and/or words to be excluded for the advertisement texts.
Within the framework of the contractual relationship, Mastflow is neither commissioned nor obliged to carry out trademark, name, copyright or competition law research and is not liable for damages arising from the infringement of third-party name, trademark and copyright rights or competition law requirements, either directly or indirectly, unless it is guilty of intent or gross negligence. Mastflow will only inform the customer in cases of obvious suspicion.
In this respect, the customer shall indemnify Mastflow against all third-party claims not caused by intent or gross negligence on the part of Mastflow and arising from the customer’s use of keywords or content that are inadmissible or encumbered with third-party rights, and shall reimburse Mastflow for all costs incurred in this connection. If Google Analytics, Google Webmaster Tools, Google Remarketing and Google Conversion Tracking are used, the customer is responsible for ensuring compliance with data protection regulations. This is his sole responsibility.
2.5 Duty to cooperate
The customer is obliged to check the settings made in their respective user account regularly and at least once a week. In the event of objections to the modified or newly created campaigns or keywords used, Mastflow must be informed immediately.
If the customer does not object to the changes made by Mastflow in the user account in text form within fourteen days, these shall be deemed to have been approved.
During the term of the contract, the customer must refrain from making any changes to the keyword and campaign settings relating to the websites managed by Mastflow without consulting Mastflow.
§ Website and online store leasing
The customer transfers to Mastflow all copyrights, ancillary copyrights and other rights necessary for the execution of the contract, in particular the right to reproduce, distribute, transmit, broadcast, extract from a database and retrieve, in terms of time and content to the extent necessary for the execution of the order.
§ Orders in the online store
1. scope of application
The business relationship between Mastflow (“seller”) and the customer (“customer”) is governed exclusively by the Terms and Conditions in the version valid at the time of the order.
1.2. A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for a purpose that cannot be attributed primarily to their commercial or independent professional activity. An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
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 on the products. Errors excepted in all other respects.
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 the Continue to checkout
3.2. The customer submits a binding request to purchase the goods in the shopping cart by clicking on the order with obligation to pay
button. Before submitting the order, the customer can change and view the data at any time and use the “back” browser function 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 request. 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 the 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 acceptance time shall be decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract is concluded and the customer is no longer 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 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 article for advance payments is therefore made for a maximum of 10 calendar days.
4. prices and shipping costs
4.1. All prices stated on the seller’s website include the applicable statutory value added tax.
4.2. In addition to the prices quoted, the seller charges 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 will 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 without delay.
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 if the customer does not wish to receive a comparable product, the seller will immediately reimburse the customer for any payments already made.
5.4. Customers are 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 shall also apply 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 customer cannot reasonably be expected to accept the delay, he may withdraw from the contract in writing after setting a reasonable deadline or after mutual consultation with the seller.
6. payment modalities
6.1. The customer can choose from the available payment methods during and before completing 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 with payment processing, e.g. Paypal. their general terms and conditions apply.
6.4. If the due date for payment is determined by the calendar, the customer is already in default by missing the deadline. In this case, the customer must pay the statutory default interest.
6.5. The customer’s obligation to pay default interest does not preclude the seller from claiming further damages caused by default.
6.6. The customer shall only be entitled to set-off if his counterclaims have been legally established or recognized by the seller. The customer may only exercise a right of retention insofar as 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 title to the goods until all claims arising from an ongoing business relationship have been settled in full; the buyer is obliged to treat the purchased item with care as long as title 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 is always 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. Access by third parties to the goods owned or co-owned by the seller must be reported immediately by the customer. The customer shall bear any costs arising from such interventions for a third-party action or costs for an out-of-court release. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to the seller in full by way of security all 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 arising from the business relationship by more than 10% (by more than 50% if there is a realization risk). The seller is responsible for selecting the securities to be released. 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 seller is responsible for selecting the securities to be released.
8. customer account
8.1 The seller shall provide 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. To be able to place an order, customers must create a customer account. Guest orders are not possible.
8.3. Customers are obliged to provide truthful information in the customer account and to adapt the information to changes in actual circumstances where necessary (e.g. the changed e-mail address in the event of a change of address or the changed postal address prior to 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, customers are responsible for this information. The seller does not adopt the contents of the customers as his 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, 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 can cancel their 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 the contract 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 their 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 guaranteed if this has been expressly stated. Customers are 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 according to quality standards are not considered defects.
9.4 If the customer is an entrepreneur, the choice between rectification or subsequent delivery of defective goods shall be made by the seller.
9.5 Without prejudice to the liability provisions of these GTC, material defects shall generally become statute-barred 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. The warranty for used goods is excluded for customers who are entrepreneurs.
9.6 If the customer, who is an entrepreneur, has purchased the defective item within the meaning of § 439 para. 3 BGB in accordance with their nature 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).
10.1. 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 shall only be 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 seller’s liability is excluded or limited, this shall also apply 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 an order to Mastflow by using the print function of his browser in the last step of the order process.
11.2. Mastflow 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, the Customer shall also receive a copy of the General Terms and Conditions together with instructions on revocation and information on shipping costs and terms of delivery and payment. If the customer has registered in the Mastflow online store, he can view the orders he has placed in his profile area (My Account). Mastflow also saves the text of the contract.
11.3 Clients may receive the contract documents by e-mail or by referring to an online source.