A. General Terms and Conditions(GTC)

1. scope and provider

1.1
Our following General Terms and Conditions (GTC) apply to all orders for goods from

OEGE Trading GmbH & Co. KG
Pierbusch 6
44536 Lünen

Tel.: +49 (0) 231 / 43892110
E-mail: mail@oege-trading.de

represented by the managing partner:
OEGE management company mbH
Pierbusch 6
44536 Lünen

Dortmund Local Court HRB 25043 (personally liable)
represented by the managing director Mr. Özcan Gölyeri

Local Court Dortmund
Register number: HRA 17563

Sales tax identification number: DE284469981

(hereinafter only: OEGE Trading)

1.2
Entrepreneur within the meaning of the law (§ 14 BGB) and these Terms and Conditions is a natural or legal person or a partnership with legal capacity, which acts in the conclusion of a legal transaction in the exercise of their commercial or independent professional activity. A partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.

1.3
Entrepreneurs are hereinafter referred to in the GTC “customer”.

1.4
These Terms and Conditions of Sale shall apply exclusively; we shall not recognize any terms and conditions of the Customer that conflict with or deviate from our Terms and Conditions of Sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale

2. Offers, cost estimates and contracts

2.1
The ordering process when using the online store under the Internet domain: https://oege-trading.de/shop/ is as follows:

The presentation of goods in the online store does not constitute an offer by OEGE Trading, but a non-binding invitation to the customer to order these products from OEGE Trading.

The Customer submits its request for a non-binding offer by placing the desired quantity of one or various goods in the shopping cart. The customer can correct his information at any time before the binding commitment within the store system. This applies both to the number of ordered goods and to the selected goods themselves. For this purpose, the customer can change his details by mouse or keyboard and remove goods from the shopping cart as well as increase or decrease the number of individual goods to be ordered. In addition, all details of the order are displayed again before the order is completed and the customer is given the opportunity to make corrections.

For orders within the EU, the following applies:

• Shipping is possible within the EU from a net minimum order value of 300€, shipping is then automatically free.
• Products that are available, the customer can put to desired quantity in his shopping cart and order binding. The goods are then firmly reserved for him and is prepared ready for shipment. The default payment method for new customers is prepayment, they will receive a pro forma invoice in addition to the order confirmation. After the customer has accepted the binding offer, he cannot change any data later – neither the delivery address nor the number or selection of goods. He can also no longer withdraw from the purchase contract or cancel certain items.

For orders outside the EU applies:

• If the customer wishes to have the goods shipped by OEGE Trading to countries outside the EU, he can indeed view the products and product descriptions online. However, he must send his request for the goods to OEGE Trading by email. OEGE Trading will then check the request and send an offer to the Customer, which the Customer can accept by email (see 2.2).
• The contract comes into effect for orders within the EU with the sending of the order confirmation to stand/shipment of the goods from the order. For orders outside the EU, the contract is concluded with the acceptance of the offer by the customer.

2.2
In case of an order of the desired products by the Customer by e-mail, by fax, in writing, by telephone or by messenger (e.g. WhatsApp, Facebook Messenger, Skype etc.), but only to official mobile phone numbers used by OEGE Trading for the operation of the Company, the Customer’s order is a legally binding offer to conclude a purchase contract. OEGE Trading will immediately confirm the receipt of the Customer’s order. However, this is not an acceptance of the offer to conclude a purchase contract by OEGE Trading. A contract is concluded with the sending of the invoice.
Please note that the contract text regarding your order is not stored by us and can no longer be retrieved after the conclusion of the contract. The contract text can be viewed on the invoice of OEGE Trading as well as on the website of OEGE Trading.

2.3
OEGE Trading is entitled to execute an order in parts. Each partial delivery shall be deemed to be a delivery within the meaning of the GTC.

2.4
All advice and communications from OEGE Trading regarding the anticipated application possibilities of the Products to be supplied by OEGE Trading are non-binding and serve only as non-binding guidelines.

2.5
OEGE Trading is entitled to make changes at any time. Should our order confirmation contain typographical or printing errors or should the presentation and determination of the product prices be based on technical transmission errors, we are entitled to contest. In the context of the contestation we must prove our error to you. Payments already made by the customer will be refunded to the customer without delay.

2.6
The contract text is stored in the store system of the seller. The customer can always view the General Terms and Conditions (GTC) on this website. The data of the individual order and the terms and conditions are sent to the customer automatically by e-mail.

2.7
For the conclusion of contracts, the German language and the English language is available.

3. Prices and minimum purchase value per order

3.1.
All prices are always based on the factory prices, material prices, transport prices, etc. valid at the time of the offer or quotation. The prices shown do not include the statutory sales tax or the respective delivery and shipping costs. The customer can find out the information about the total price and the price calculation (excl. shipping costs) during the order process after inserting the shopping cart. To do this, the customer must click on the icon labeled shopping cart. The customer receives the calculation of shipping costs in the offer by email.

3.2
The shipping costs are as follows:

 

• With advance transfer in EU: From 300€ order value free shipping within the EU..
• The shipping costs for shipping to other EU countries and for shipping outside the EU, the customer receives in the estimate after requesting a quote.

3.3
For the use of our online offer and the making of an order, no further costs beyond the mere use of your Internet access.

3.4
With updating the Internet site, all previous prices and other information about the goods offered become invalid. Decisive is the presentation at the time of ordering the goods by the customer.

3.5.
If, within 48 hours after the date of OEGE Trading’s offer, factory prices, material prices, wages, social security contributions, taxes, transport costs, insurance premiums or other price-determining factors become more expensive – including price increases as a result of a devaluation of the Euro – or if, as a result of a change in one or more of these factors, OEGE Trading’s profit margins change, even if this results from circumstances that were already foreseeable at the time of the offer, OEGE Trading is entitled to change its prices until full delivery to the Buyer.

3.6.
If the price increase under clause 3.5 is more than 20% compared to the originally agreed price, the Buyer shall have the right to dissolve the Contract by a written notice sent within five (5) days from the date of the notice of the price increase, without being entitled to any compensation due to such dissolution.

3.7.
If OEGE Trading commissions a third party to execute a Contract and such third party increases its prices and/or tariffs, OEGE Trading shall be entitled to pass on the newly applicable prices and/or tariffs to the Purchaser with immediate effect.

3.8.
The prices quoted by OEGE Trading are always in euros, unless otherwise agreed, and are exclusive of value added tax (VAT) and other similar charges and exclusive of packaging and shipping costs.

3.9
Customers (whether they order within Germany or abroad) can order goods in principle only from a purchase value of 300€.

4. terms of payment

4.1.
Unless other payment terms have been agreed in writing or are specified below, the Buyer shall pay the total amount of the invoice or pro forma invoice in advance/payment in advance without any discount for any reason whatsoever. Before proceeding with the execution of the confirmed order, OEGE Trading shall be entitled to require Buyer to make an advance payment in respect of its payment obligations up to a maximum of the total amount as agreed with Buyer or, at OEGE Trading’s discretion, to provide security such as an irrevocable bank guarantee up to a maximum of the amount owed by Buyer at the time of execution.

4.2.
If Buyer refuses to make the advance payment or provide the security required by OEGE Trading, OEGE Trading shall be entitled to dissolve the Agreement with immediate effect by giving notice to that effect in writing, without prejudice to the other grounds for dissolution set out in these Conditions and without prejudice to the right of OEGE Trading to be compensated for any loss incurred as a result of the dissolution. If OEGE Trading claims damage against Buyer due to the failure to make the advance payment or provide security, Buyer will be allowed to prove that no damage was incurred at all or that the damage was significantly lower than the damage claimed by OEGE Trading.

4.3
The deduction of cash discount requires special written agreement.

4.4
The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. In addition, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same oldest.

4.5
The Buyer is not entitled to set off outstanding invoices against any claim against OEGE Trading, nor is the Buyer entitled to seize goods to the detriment of OEGE Trading.ältnis>

4.6
. If the Buyer has not paid in advance but within the individual payment terms for the Buyer, the Buyer will be in default and OEGE Trading will be entitled, without any reminder or notice of default being required, to charge default interest at the statutory rate of nine percentage points above the prime rate in relation to the total amount still outstanding and, in the event of a reminder, €2.50 reminder fees until the date of full payment, without prejudice to any other rights OEGE Trading may have. In the event that OEGE Trading claims damages against Buyer due to the failure to make the advance payment or provide security, Buyer will be allowed to prove that no damages were incurred at all or that the damages were significantly lower than the damages claimed by OEGE Trading.

4.7
In the event that Buyer fails to meet its payment obligations, OEGE Trading is entitled to dissolve the Agreement with immediate effect or to suspend (further) delivery of Products and/or Services until Buyer has met its (payment) obligations in full, including payment of interest and costs due.

4.8
In addition to the obligations arising from the GTC and the concluded Agreement(s), Buyer shall also owe OEGE Trading all extrajudicial and judicial costs incurred or to be incurred by OEGE Trading in order to claim compliance, dissolution or compensation from Buyer pursuant to the concluded Agreement(s), whether judicial or extrajudicial, or in order to defend itself against Buyer’s claims.

4.9
Out-of-court costs shall be borne by Buyer in any case in which OEGE Trading has sought the assistance of a third party for legal assistance, including the recovery of amounts due to OEGE Trading.

4.10
Without prejudice to any further rights and claims, the extrajudicial costs shall in any case amount to the costs incurred by a lawyer or a collection agency in accordance with the fees charged for the settlement of the fees incurred in accordance with the Lawyers’ Fees Act (Rechtsanwaltsvergütungsgesetz, RVG) or the contractual agreement of OEGE Trading with the collection agency. The buyer is expressly allowed to prove that damage was not incurred at all or significantly lower than the flat rate.

5. Change or cancellation of the order

5.1.
If the Buyer wishes to make any changes of any kind to the original order, they require the consent of OEGE Trading by e-mail. Any additional costs resulting from these changes will be charged to the Buyer.

5.2.
In the event of cancellation, Buyer shall be obliged to reimburse OEGE Trading for all preparation, storage and other costs already incurred as a result of the execution of the Order and to pay compensation amounting to 25% of the agreed net price; all this without prejudice to OEGE Trading’s right to compensation for all damage suffered as a result of the cancellation. Buyer is expressly allowed to prove that no damage was incurred at all or that the damage was significantly lower than the lump sum.

5.3.
Without prejudice to the foregoing, Buyer must inform OEGE Trading in writing and in good time if Buyer wishes to make any changes in the execution of the order after it has been placed. In the event of a change in quantities, Buyer shall give written notice thereof within 24 hours of the date of confirmation.

5.4.
Modification or cancellation of an order is not permitted for Products that have already been shipped for delivery, nor for Products that OEGE Trading has ordered specifically for the Buyer.

5.5.
The implementation of urgent verbal and/or telephone changes to an order already placed shall be made exclusively at the risk and expense of the Buyer.

5.6.
The modification of an order may lead to a change in the agreed delivery time, in which case the provisions of Article 6 of these General Terms and Conditions shall apply in full.

6. Delivery period and delivery

6.1.
The delivery time is calculated from the moment OEGE Trading has sent an order confirmation or has started to execute the order in accordance with the provisions of Article 2 of these Terms and Conditions. If certain information or the completion of certain necessary formalities are required for the execution of the Order, the delivery period shall not commence until OEGE Trading has received all necessary information or the necessary formalities have been completed. If OEGE Trading requires a down payment when placing the order, the delivery period shall only commence on the day on which such down payment has been received.

6.2.
The delivery times indicated by OEGE Trading are not binding, even if OEGE Trading endeavors to comply with them as accurately as possible, and are only approximate and therefore never a deadline within the meaning of the law. Exceeding the delivery time, for whatever reason, will never entitle Buyer to any compensation, dissolution of the Agreement or non-fulfillment of any obligation that may arise for Buyer under the Agreement in question or any other agreement related to this Agreement, unless there is evidence of fault on the part of personnel or third parties engaged by OEGE Trading.

6.3.
If Buyer believes that OEGE Trading has exceeded the delivery period, Buyer shall in any case be obliged to give notice of default to OEGE Trading by e-mail and to grant OEGE Trading a grace period of 14 days.

6.4.
For any damage suffered by the Buyer as a result of exceeding the delivery period, the provisions of Article 14 of the GTC shall apply in full.

6.5.
Delays in the execution of the Contract, for any reason whatsoever, including causes on the part of OEGE Trading’s personnel or suppliers, shall automatically result in an extension of the stated delivery time by as many days as the delay lasts.

6.6.
Postponement of delivery at the request of the Buyer can only be made with the written consent of OEGE Trading by e-mail. All costs and losses incurred by OEGE Trading as a result of such postponement shall be borne entirely by the Buyer. The cost breakdown provided by OEGE Trading in this regard shall be binding on the Buyer.

7. Transfer of risk, transport, receipt of goods

7.1
Unless otherwise stated in the order confirmation, delivery is agreed ex registered office of OEGE-Trading GmbH & Co. KG, Pierbusch 6, 44536 Lünen, Germany.

7.2
If requested by the Buyer, OEGE Trading will cover the delivery by transport insurance; the costs incurred in this respect shall be borne by the Buyer.

7.3
The Customer may not refuse to accept deliveries due to insignificant defects.

8. Transport damage / preclusion period for notification of defects

If the Buyer is a merchant within the meaning of the German Commercial Code (HGB) and if the contract which the Buyer concludes with OEGE Trading is part of the operation of its commercial business, Section 377 HGB shall apply.

9. Suspension and dissolution

9.1.
In the event that the Buyer

1. fails to perform, properly perform or timely perform any obligation arising under the relevant Contract or any other contract entered into with OEGE Trading, including financial obligations and obligations arising under clause 4;
2. is confronted with the seizure of its Products;
3. files for insolvency itself or has insolvency filed on its behalf by a third party;
4. applies for a moratorium on payments;
5. stops work or liquidates the company;
6. is placed under receivership and/or curatorship and/or a similar foreign variant;
7. without the knowledge of OEGE Trading makes any payment arrangements with creditors or leaves third party claims unpaid after the expiry of the payment period, OEGE Trading shall have the right, without judicial intervention, to suspend the execution of any agreement concluded with the Buyer, in whole or in part, or – at its sole discretion – to dissolve the agreement(s), in whole or in part, by means of a written statement to that effect, without OEGE Trading being obliged to pay any compensation or guarantee (more), and without prejudice to the other rights to which OEGE Trading is entitled, including the right to take back the Products delivered by OEGE Trading and the right to full compensation for damages.

9.2.
In the cases referred to in paragraph 1, all claims that OEGE Trading has or obtains against the Buyer are immediately due and payable.

10. Retention of Title

10.1
OEGE Trading retains title to the purchased item until all payments under the supply contract have been received. In the event of conduct by the Buyer in breach of the contract, in particular in the event of default in payment, OEGE Trading shall be entitled to take back the object of sale. The taking back of the purchased goods by OEGE Trading shall constitute a withdrawal from the contract. After taking back the object of sale, OEGE Trading shall be entitled to sell it, the proceeds of sale shall be credited against the Buyer’s liabilities, less reasonable costs of sale.

10.2
The Buyer is obliged to treat the object of purchase with care; in particular, he is obliged to sufficiently insure it at his own expense against fire, water and theft damage at replacement value. Insofar as maintenance and inspection work is required, the Buyer must carry this out in good time at its own expense.

10.3
In the event of seizures or other interventions, Buyer shall immediately notify OEGE Trading in writing so that OEGE Trading can file a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not able to reimburse OEGE Trading for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the Buyer shall be liable for the loss incurred by OEGE Trading.

10.4
The Buyer shall be entitled to resell the object of sale in the ordinary course of business; however, the Buyer hereby assigns to OEGE Trading all claims in the amount of the final invoice amount (including VAT) of the claim of OEGE Trading, which accrue to the Buyer from the resale against its customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The Buyer shall remain authorized to collect this claim even after the assignment. This shall not affect OEGE Trading’s right to collect the claim itself. However, OEGE Trading undertakes not to collect the claim as long as the Buyer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. However, if this is the case, OEGE Trading may demand that Buyer informs OEGE Trading of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

10.5
The processing or transformation of the object of sale by the Buyer shall always be carried out for OEGE Trading. If the object of sale is processed with other objects not belonging to OEGE Trading, OEGE Trading shall acquire co-ownership of the new object in proportion to the value of the object of sale (final invoice amount, including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered subject to reservation of title.

10.6
If the object of sale is inseparably mixed with other objects not belonging to OEGE Trading, OEGE Trading shall acquire co-ownership of the new object in proportion to the value of the object of sale (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the Buyer’s item is to be regarded as the main item, it is deemed to be agreed that the Buyer transfers co-ownership to OEGE Trading on a pro rata basis. The Buyer shall keep the sole ownership or co-ownership thus created for us.

10.7
The Buyer also assigns to OEGE Trading the claims to secure OEGE Trading’s claims against it that arise against a third party as a result of the connection of the purchased item with a piece of real estate.

10.8
The Buyer shall keep the sole ownership or co-ownership for OEGE Trading.

10.8
OEGE Trading undertake to release the securities to which OEGE Trading is entitled at the Buyer’s request to the extent that the realizable value of the securities of OEGE Trading exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be incumbent on OEGE Trading.

11. Right of retention

OEGE Trading shall be entitled to suspend the obligation to deliver Products in the possession of OEGE Trading under the relevant legal relationship or otherwise remaining in the possession of OEGE Trading under a regular contact until Buyer has fulfilled its obligation to indemnify OEGE Trading for any damage suffered and to pay any outstanding amounts, including interest and costs.

12. Warranty and manufacturer’s warranty

12.1
The warranty rights of the buyer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects owed under § 377 HGB.

12.2

12.2.1
It is agreed between OEGE Trading and the Purchaser that agreements as to quality shall prevail over the objective requirements of the object of purchase.

12.2.2
It is agreed between OEGE Trading and the Buyer that there is no defect in the purchased item if the Buyer affixes its own hygiene seal to hygiene items purchased from OEGE Trading where there is no hygiene seal from the manufacturer. In this case, OEGE Trading itself is also not possible to report a defect to upstream suppliers and/or manufacturers of the products in terms of warranty law.

12.3
Insofar as there is a defect in the purchased item for which OEGE Trading is responsible, OEGE Trading shall be entitled, at its discretion, to subsequent performance in the form of rectification of the defect or a replacement delivery. In the event of rectification of the defect, OEGE Trading shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been transported to a place other than the place of performance. OEGE Trading shall be given the opportunity by Buyer to remedy the defect within a reasonable period of time. For OEGE Trading a reasonable period shall be a period of at least 21 days from receipt of the goods and declaration of subsequent performance. Before the expiry of the reasonable period, a credit note for returned goods is excluded.

12.4
If the subsequent performance fails, the buyer is entitled, at his option, to declare the withdrawal or to demand a corresponding reduction of the purchase price (reduction).

12.5
Unless otherwise stated below (12.5, 12.6 and 12.7), any further claims of the Buyer – irrespective of the legal grounds – are excluded. OEGE Trading shall therefore not be liable for any damage that has not occurred to the delivery item itself; in particular, OEGE Trading shall not be liable for any loss of profit or other pecuniary loss of the Buyer.

12.6
If the cause of damage is based on intent or gross negligence, OEGE Trading shall be liable in accordance with the statutory provisions. This shall also apply if Buyer claims damages in lieu of performance due to the absence of a quality of the item guaranteed by OEGE Trading.

12.7
If OEGE Trading culpably breaches an essential contractual obligation, liability shall be limited to the damage typical for the contract; otherwise it shall be excluded pursuant to § 8.4. An “essential” contractual obligation within the meaning of these GTC shall always be deemed to exist if OEGE Trading culpably breaches such obligations on the proper performance of which Buyer relies and may rely because they characterize the contract.

12.8
Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

12.9
The warranty period is 1 year, calculated from the transfer of risk. The statutory provisions on suspension of expiry, suspension and recommencement of the periods remain unaffected.

12.10
Not affected by the foregoing are claims arising from a manufacturer’s warranty that may exist for individual goods.

13. Delivery disruptions

13.1
Compliance with deadlines for deliveries shall be subject to the timely receipt of all documents to be provided by the Buyer, necessary permits and releases, as well as compliance with the agreed terms of payment and other obligations by the Buyer. The Buyer shall also be obliged to provide all information and documents required for export, transfer or import. If these requirements are not met in time, the deadlines shall be reasonably extended; this shall not apply if OEGE Trading is responsible for the delay.

13.2
The deadlines for OEGE Trading to deliver shall be reasonably extended in the following cases and their occurrence:

1. Generic force, e.g. mobilization, war, acts of terrorism, riot, or similar events (e.g. strike, lockout),.
2. Attacks by third parties on our IT system (e.g. viruses, Trojans, DDos attacks), insofar as these occurred despite compliance with the usual care in protective measures,.
3. Hindrances due to German, US-American as well as other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible, or not timely or proper delivery to us.
4. an event similar to force majeure, e.g. a catastrophic event, epidemics (including epidemics and pandemics), insofar as a danger level of at least “moderate” is defined by the Robert Koch Institute, and/or under circumstances based on aforementioned event, official measures, such as closures of the supplier’s operations or third parties associated with the supplier for the execution of the contract

13.3
If Buyer sets OEGE Trading a reasonable grace period after OEGE Trading has already defaulted, Buyer shall be entitled to withdraw from the contract after the fruitless expiry of such grace period; claims for damages in lieu of performance shall only be available to Buyer in the amount of the foreseeable damage if the default is based on intent or gross negligence or on a material breach of duty; otherwise, the liability for damages shall be limited to 50% of the damage incurred.

13.4
The limitations of liability pursuant to 12.3 and 12.4 shall not apply if a material contractual obligation has been breached.

13.5
OEGE Trading’s compliance with its delivery obligation is conditional upon the timely and proper performance of the Buyer’s obligations.

13.6
If the Buyer is in default of acceptance or violates other obligations to cooperate, OEGE Trading is entitled to claim the damages incurred by OEGE Trading, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the object of sale shall also pass to Buyer at the time Buyer defaults in acceptance.

13.7
If shipment or delivery is delayed at the Buyer’s request by more than one month after notification of readiness for shipment, OEGE Trading may charge the Buyer storage fees amounting to 0.5% of the price of the items of the Deliveries for each additional month or part thereof, but not more than 5% in total. The Buyer and OEGE Trading are at liberty to prove higher or lower storage costs.

13.8
The situations referred to in Clause 13.2 (a) and /or Clause 12.2 (e ) shall result in OEGE Trading being released from compliance with the agreed delivery period and/or its delivery obligation, without Buyer being entitled to claim damages, costs and interest on that basis. OEGE Trading will immediately notify Buyer if a situation as referred to in Clause 13.2 (a) and /or Clause 13.2 (e ) occurs.

13.9
If a situation referred to in Clause 13.2 (a) and /or Clause 13.2 (e ) is to be considered permanent, both OEGE Trading and Buyer may terminate the Agreement in whole or in part by giving notice in writing. A permanent situation exists if the situation referred to in Clause 13.2 (a) and /or Clause 13.2 (e ) lasts longer than four months. Neither OEGE Trading nor Buyer may claim damages in such a case.

14. Liability

14.1.
OEGE Trading is not obliged to compensate the Buyer for costs and damages due to personal accidents. OEGE Trading is never obliged towards the Buyer to pay costs and compensation for damage to (in)movable Products, for loss of added value of the delivered Products as a result of their total or partial unusability, caused directly or indirectly to the Buyer or third parties, and for damage of any other kind, unless the Buyer proves that the damage is due to intent or gross negligence on the part of OEGE Trading. Any liability of OEGE Trading for vicarious agents is excluded.

14.2.
The Buyer is obliged to treat the products supplied by OEGE Trading with due care and to use them correctly and in no case to use them improperly or for a purpose other than that for which they are suitable according to objective criteria.

14.3.
OEGE Trading shall not be liable for any consequential or trading loss, indirect loss, loss of savings and loss of profits or revenue, in whatever sense or in whatever manner caused by OEGE Trading, except in cases of wilful misconduct or gross negligence.

14.4.
OEGE Trading is prepared to provide Buyer with specific advice on the use of a particular Product, provided that Buyer provides OEGE Trading with full and complete information on the intended use. The Buyer shall always be solely responsible for the manner in which it processes the advice.

14.5.
Everything stipulated in this provision shall apply without prejudice to damages that are the direct or indirect consequence of the advice referred to in the previous paragraph or the installation and repair services provided at the request of the Buyer, in the sense that whenever reference is made to product liability in the context of damages as a direct or indirect consequence of the advice or installation and repair services provided by OEGE Trading, this shall be understood as “product liability and/or service liability”.

14.6.
Buyer indemnifies OEGE Trading against all claims and damages suffered by OEGE Trading as a result of claims by third parties, including Buyer’s own employees, due to damage caused by a Product delivered or to be delivered by OEGE Trading, including claims based on statutory provisions relating to product liability and/or service liability, as well as relating to infringement of patents and/or other intellectual property rights by OEGE Trading as a result of the use of data, drawings, instructions provided by or on behalf of Buyer relating to the Products to be manufactured and/or the working methods to be used and the like.

14.7.
If OEGE Trading is held liable by third parties as referred to in the previous paragraph, Buyer will fully reimburse OEGE Trading for all costs of legal and other assistance incurred by OEGE Trading in connection with such claims, such as defense, negotiation and the like. These costs shall be deemed to amount to at least 15% of the damages claimed, without prejudice to OEGE Trading’s right to recover the actual reasonable costs for legal assistance from Buyer. Buyer shall be allowed to prove that no damage was incurred at all or that the damage was substantially lower than the lump sum.

14.8.
Without prejudice to the foregoing, OEGE Trading shall never be liable to Buyer for a higher amount than the price stipulated in the agreement with Buyer for the delivery of the products and materials that have directly or indirectly led to the damage, including damage caused by delays.

14.9.
In all cases in which Buyer is obliged to indemnify OEGE Trading by virtue of the provisions of Clause 14, Buyer shall also be obliged to comply with a demand for indemnification by OEGE Trading in any legal proceedings.

14.10.
The right to compensation under the application of the aforementioned provisions of clause 14. for all contracts covered by the GTC shall expire one year after the invoice date.

15. Property rights of third parties

15.1
OEGE Trading warrants that in connection with the provision of the contractually agreed services under contracts pursuant to Section 2. of the GTC no third party property rights within the Federal Republic of Germany and the European Union are infringed. Protective rights within the meaning of this provision and the GTC are in particular, but not conclusively, patent rights, utility model rights, design rights/taste model rights, copyrights, trademark rights as well as the so-called supplementary performance protection under the German Unfair Competition Act (UWG).

15.2
In case of orders placed outside the Federal Republic of Germany and the EU, the respective Buyer is obliged to check, prior to a conclusion of a purchase contract and prior to delivery by OEGE Trading, whether the goods from the order placed with OEGE Trading may be offered, advertised, imported into or otherwise marketed in the respective delivery destination country and/or country of sale to end customers in compliance with the property rights applicable to the respective country. OEGE Trading does not carry out any examination of the respective property right situation. This is the duty of the Buyer.

15.3
The Buyer shall indemnify OEGE Trading against all claims of third parties arising from and in connection with the infringement of Intellectual Property Rights, which are asserted against OEGE Trading in breach of the obligation under 15.2. This indemnification refers to all expenses, damages and costs including costs for own and third party legal counsel.

16. Jurisdiction and Place of Performance

16.1
Provided that Customer is a merchant or entrepreneur, the place of jurisdiction shall be the registered office of OEGE Trading; however, OEGE Trading shall also be entitled to sue Customer at its registered office.

16.2
Unless otherwise stated in the order confirmation, OEGE Trading’s place of business shall be the place of performance.

17. Final provisions

17.1
German law shall apply to the conclusion and execution of all contracts.

17.2
The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall expressly not apply.

17.3
The contract shall be governed by the laws of the Federal Republic of Germany.

17.4
If one or more provisions of these Terms and Conditions are invalid, this does not entail the invalidity of the entire contract. The invalid provision shall be replaced by the applicable statutory provision.