GTC
Supplier and contractual partner
BPM Broadcast & Professional Media GmbH
Obenhauptstraße 15
D-22335 Hamburg
Tel.: +49 (0)40 / 55 76 24 - 0
Fax: +49 (0)40 / 55 76 24 - 25
Managing Directors: Ralf P. Pfeffer, Arne Buhr
Umsatzsteuer-Identifikationsnummer: DE 812 998 455
Handelsregister: Amtsgericht Hamburg, HRB 74792
General Terms and Conditions
1. Scope of application
1.1 The following General Terms and Conditions (GTC) shall apply to all B2B deliveries by BPM Broadcast & Professional Media GmbH (hereinafter: "Seller" or "Supplier").
1.2 Contracts are concluded exclusively with entrepreneurs (hereinafter: "Buyer" or "Customer"). An entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.
1.3 Conflicting terms and conditions of the buyer are rejected and shall not apply.
2. Conclusion of contract
2.1 The product presentations in this online shop are always non-binding and do not constitute an offer in the legal sense. The customer is invited by the product presentation to place the desired products in the shopping basket and to submit a legally binding offer to purchase the ordered products by ordering them. The time of the conclusion of the contract is generally based on points 2 (3) - (5) of these GTC.
2.2 The customer has the option of placing the desired products in the shopping basket without obligation using the shopping basket function. To do this, the corresponding button or symbol on the respective product page must be clicked. An unwanted and already selected product can be removed from the shopping basket at any time by calling up the shopping basket and removing the corresponding product by clicking on the delete button.
2.3 If all the desired products are in the shopping basket, the customer can initiate the payment process:
If the customer presses the checkout button, they can log in with an existing customer account or open a new customer account. The customer must then enter the personal data required to fulfil the contract and make the requested selection, with mandatory fields highlighted. At the end of the order process, the customer is taken to an overview page ("Checkout"), on which the data entered, the selection made by the customer, the desired products as well as the costs and their composition are listed. The customer can check their selection and entries at this point. Errors can be corrected by clicking on the relevant change button and making a new entry/new selection. By clicking the order button ["Send order"], the purchase process is completed and the customer submits a legally binding offer to conclude a contract. The contract is concluded when the supplier accepts the offer by sending an order confirmation within 3 working days. Otherwise the offer is deemed to have been rejected.
2.4 Alternatively, the customer can also place their order (offer) by telephone, email or post. In these cases, if advance payment has been agreed, the contract is concluded by the supplier accepting the offer by sending an order confirmation within 3 working days of receipt of the offer, otherwise the offer is deemed to have been rejected. If a purchase on account has been agreed, the contract is concluded by the supplier (acceptance of the offer) by sorting out the goods and handing them over to the transport company.
2.5 The vendor also offers to conclude purchase contracts on site at the vendor's registered office. In this case, the contract is concluded in accordance with standard practice. The offer of the goods on site thus constitutes a legally binding offer to the customer. The customer can accept the supplier's offer by selecting the goods and paying at the checkout. As a result, the purchase contract is immediately legally binding.
2.6 The customer can only place repair orders (offer) by telephone, e-mail or post. In these cases, the contract is concluded when the offer is accepted by the supplier by sending an order confirmation within 3 working days of receipt of the offer (otherwise the offer is deemed to have been rejected).
3. Partial deliveries, transport risk, prepayment and cash on delivery provisions
3.1 The seller is authorised to make partial deliveries if the partial delivery is reasonable for the buyer.
3.2 The goods shall be delivered ex works. The loading and transport risk shall be borne by the Buyer. Transport insurance shall not be taken out unless this has been agreed at the express request and expense of the Buyer.
3.3 The goods shall be packed against damage with the usual care. Special packaging, if expressly requested by the Buyer, shall be charged to the Buyer separately.
3.4 In the case of return shipments of goods, the Buyer shall always bear the transport risk. This also applies if the supplier provides a consignment note. A chargeable transport insurance policy for the respective consignment can be taken out via the supplier at the express request of the buyer.
3.5 The Seller reserves the right to deliver to new customers and export deliveries by cash on delivery or only against advance payment. The same applies in the event that a buyer in a previous delivery relationship has only made payment after the second reminder.
4. Prices
The prices quoted are net prices and do not include statutory VAT or any shipping costs. In addition to the net price, the gross price may also be displayed in the online shop.
5. Default of acceptance
If the buyer does not accept the goods at the agreed time or if acceptance is not possible at the agreed time due to the fault of the buyer, the buyer shall be in default of acceptance. He shall bear the costs of any additional expenses incurred as a result. The seller reserves the right to set a reasonable grace period for acceptance. Should the second acceptance also fail, the seller shall be entitled to withdraw from the contract. In such a case, the seller reserves the right to claim a lump-sum compensation amounting to 10% of the net purchase price; the right to claim further damages remains reserved. The buyer is entitled to prove that no or only minor damages have been incurred.
6. Invoicing, interest, prohibition of set-off
6.1 The invoice shall be issued on the day of delivery or provision of the goods. The invoice amount is due upon delivery or provision of the goods, unless otherwise agreed or stated in the invoices.
6.2 In the case of contracts with merchants, the Seller shall be entitled to charge the Buyer interest on arrears at a rate of 9 percentage points above the base rate from the due date.
6.3 If the Buyer is in default of payment, the Seller shall charge interest on arrears at a rate of 9 percentage points above the base rate. The assertion of further damages caused by default is not excluded.
6.4 If the Buyer is in default of payment, the Seller shall charge a flat-rate default fee of € 40.
6.5 The Seller shall not be obliged to make any further deliveries under any current contract before full payment of invoice amounts due, including interest, and reserves the right to assert further claims for damages caused by default.
6.6 If the Buyer is in default of payment or in the event of imminent insolvency or other significant deterioration in the Buyer's financial circumstances, the Seller may, after setting a reasonable grace period for outstanding deliveries under any current contract, withdraw from the contract with cancellation of the payment term.
6.7 In the event of default in payment, the Seller reserves the right to claim liquidated damages in the amount of 10% of the net purchase price. The assertion of further damages caused by default remains reserved. The Buyer shall be entitled to prove that no or only minor damage has been incurred.
6.8 Offsetting on the part of the buyer is excluded unless it is a legally established or undisputed counterclaim.
7. Statutory liability for defects
7.1 The warranty period for new goods is one year and begins on the date of delivery of the goods. Liability for defects is excluded for used goods. The rights arising from § 478 BGB remain unaffected by this. The shortening of the warranty period to one year or the exclusion for used goods shall not apply if the obligation to pay compensation is based on injury to life, limb or health due to a defect for which the seller is responsible or on grossly negligent or intentional behaviour on the part of the seller or its vicarious agents. In this respect, the statutory limitation periods shall apply. Notwithstanding this, the Seller shall be liable under the Product Liability Act.
7.2 If the Buyer demands subsequent fulfilment, the Seller may choose whether to remedy the defect or deliver or recreate the defect-free contractual item.
7.3 Customary and minor, technically unavoidable deviations in quality, colour, width, weight, equipment or design cannot be objected to.
7.4 Samples and specimens shall only be regarded as approximate illustrative pieces for quality, dimensions and colour.
8. Reservation of self-supply
If, despite the conclusion of a congruent covering transaction, delivery difficulties arise for which the seller is not responsible, the seller reserves the right to withdraw from the contract. The buyer will be informed of this immediately and the seller may suggest the delivery of a comparable product. If no comparable product is available or if the Buyer does not wish a comparable product to be delivered, the services previously provided by the Buyer shall be reimbursed immediately.
9. Notice of defects
If the buyer is a merchant within the meaning of the German Commercial Code (HGB), he is obliged to inspect the delivered goods immediately after delivery or handover and, if a defect is found, to notify the seller immediately. If the Buyer fails to notify the Seller, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect is discovered later, notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved even in view of this defect. The above shall not apply if the seller has fraudulently concealed the defect or has assumed a corresponding guarantee. If the Seller enters into negotiations regarding a complaint, this shall in no way constitute a waiver of the defence of late, insufficient or unfounded notification of defects.
10. Retention of title
10.1 The Seller retains title to the delivered goods until all claims arising from the business relationship with the Buyer have been paid in full.
10.2 If the Buyer pays by cheque or bill of exchange on the basis of an express agreement with the Seller, the Seller's rights arising from this retention of title shall remain in force until full and final payment of the cheque or bill of exchange.
10.3 The Buyer may sell the goods subject to retention of title which are the sole or joint property of the Seller in the normal course of business; however, the Buyer is not permitted to pledge them, transfer them by way of security or assign them by way of security.
10.4 In the event of seizure of the reserved goods, the Buyer is obliged to notify the Seller of this immediately.
10.5 The reserved goods may be processed, treated or mixed or combined with other items by the Buyer. The processing or treatment of the reserved goods by the Buyer shall always be carried out for or on behalf of the Seller, without any obligations arising for the Seller. The Buyer shall always retain its expectant right to processed or treated or mixed or combined items.
10.6 If the Seller's goods subject to retention of title are processed or treated with third party goods, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other processed goods at the time of processing.
10.7 If the Seller's goods subject to retention of title are mixed, blended or combined with third party goods or objects and the Seller's ownership of the goods subject to retention of title expires as a result in accordance with Sections 947, 948 BGB, the Seller shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the objective value of its combined or blended goods subject to retention of title to the objective value of the other goods at the time of combination or blending. The shares are thus determined according to the ratio of the objective value of the goods at the time of combining or mixing (Section 947 (1) BGB).
10.8 In cases of Section 947 (2) BGB, the Seller shall be granted (co-)ownership to the extent that the main item belongs to the Buyer. The Buyer's ownership or co-ownership rights to the uniform item or the mixed stock shall be transferred to the Seller to the extent of the invoice value of the reserved goods. This provision is subject to the proviso that any existing co-ownership of other suppliers must also be taken into account. The Seller shall be entitled to the co-ownership shares in accordance with the objective market value of the combined, mixed or blended items. If co-ownership shares are claimed by various other suppliers on the basis of a processing, mixing or combination clause which exceed the value of the new item by a total of 100 %, the quotas shall be reduced accordingly.
10.9 The Buyer hereby assigns to the Seller in advance all future claims, including all ancillary rights, to which it is entitled from the resale of the goods subject to retention of title. This also applies to claims arising from the resale of goods subject to retention of title after they have been processed, combined or mixed.
10.10. In the case of processing, assignments shall only be made up to the amount of the invoice value/final invoice amount of the goods subject to retention of title at the time of processing or, in the case of combining and mixing, only up to the amount of the objective market value of the goods subject to retention of title at the time of combining or mixing. If the reserved goods are sold by the Buyer together with third party goods at a total price, the Buyer shall assign to the Seller that part of the total price claim which corresponds to the invoice value of the reserved goods sold by the Seller.
10.11. If the processed, treated, combined or mixed reserved goods are resold together with the goods by third parties, the assignment shall only apply to the amount of the Seller's co-ownership share in the sold item or the sold stock, insofar as the Seller is not the sole owner. If a third party has acquired ownership or co-ownership rights to the goods as a result of processing, treatment, blending, mixing or combination, the Buyer hereby assigns to the Seller in advance the claims accruing to it against the third party. If the goods subject to retention of title are combined by the Buyer with real estate or movable property, the claim to which the Buyer is entitled as remuneration for the combination shall also be assigned to the Seller in the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of combination. The buyer is authorised to collect the assigned claims.
10.12. If the Buyer is in arrears with a payment, the Seller may revoke the collection authorisation with regard to the assigned claims. If the Seller has revoked the Buyer's collection authorisation and the Buyer's collection authorisation has thus expired, the Buyer is obliged to inform the Seller of its customers (customers/creditors) and to hand over all necessary documents which are useful for asserting the claim.
10.13. The Seller hereby accepts the assignments of the Buyer provided for in this clause 10.
10.14. The seller undertakes to release the securities to which he is entitled in accordance with the above provisions at the request of the buyer to the extent that their value exceeds the claims to be secured by more than 10%, i.e. the release claim exists if it amounts to 110% of the realisable value of the reserved property/security property. Likewise, the buyer shall be entitled to release at his request whenever the estimated value of the goods assigned as security amounts to 150% of the claims to be secured. The seller is entitled to choose between various security interests for release.
10.15. If the Buyer fulfils the objective requirements for the obligation to file for insolvency, the Buyer shall refrain from any disposal of the goods subject to retention of title, regardless of their nature, without the need for a corresponding request. The buyer is obliged to notify the seller immediately of the stock of goods subject to retention of title. The buyer is obliged to inform the seller of all co-owners of the reserved goods, including their company name, address and co-ownership share. The same shall apply mutatis mutandis to claims which have been assigned to the Seller in accordance with the above paragraphs; in addition, the Buyer shall provide the Seller with the names and addresses of all debtors and the documents evidencing the claims against them without being requested to do so.
11. Limitation of liability
11.1 The Seller shall only be liable for simple negligence in the event of a breach of an obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Buyer has regularly relied and was entitled to rely and the culpable non-fulfilment of which jeopardises the achievement of the purpose of the contract (cardinal obligation or material contractual obligation). Otherwise, liability is excluded in the event of simple negligence. In addition, the Seller shall be liable without limitation for damages if it is guilty of intent or gross negligence.
11.2 Insofar as the seller is liable for simple negligence in accordance with point 11.1, the seller's liability for damages shall be limited to the damage foreseeable and typically occurring at the time of conclusion of the contract.
11.3 The aforementioned exclusions and limitations of liability shall not apply if a guarantee for the quality of the goods or services has been assumed or a defect has been fraudulently concealed. Furthermore, the Seller shall be liable without limitation for damages to life, body and health of the Buyer.
11.4 The aforementioned exclusions of liability shall also apply to non-contractual claims for damages, the breach of ancillary contractual obligations, incorrect advice and for damages incurred prior to or upon conclusion of the contract.
12. Binding deadlines and delay in delivery
12.1 Binding deadlines must always be fixed in writing.
12.2 Failure to meet a delivery deadline shall only entitle the Buyer to withdraw from the contract without setting a deadline if the Buyer has expressly pointed out, at the latest upon conclusion of the contract, that performance thereafter no longer makes sense for the Buyer and the performance thereafter no longer constitutes fulfilment of the contract (absolute fixed-date transaction).
12.3 If a delivery deadline is not met, the Buyer shall set the Seller a reasonable subsequent delivery deadline. Only after the fruitless expiry of this period shall the Buyer be entitled to withdraw from the contract. Sections 12.2. and 12.4. of these GTC shall remain unaffected by this.
12.4 The Seller shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions in telecommunications) and circumstances within the Buyer's sphere of responsibility (e.g. failure to provide co-operation services on time, delays caused by third parties attributable to the Buyer, etc.). In this case, the Seller shall be entitled to provide the affected services for the duration of the hindrance plus a reasonable start-up time, but within a maximum of four months. The Seller shall notify the Buyer immediately of any delays in performance due to force majeure.
12.5 If the Seller is culpably in default of delivery, the Seller's liability for damages shall be limited to the damage foreseeable and typically occurring at the time of conclusion of the contract, but to a maximum of 25% of the net purchase price. The above limitation shall not apply in the event of gross negligence or wilful intent or damage to life, limb or health.
13. Product service
As a system supplier, the seller offers a complete service tailored to individual requirements. The respective costs for the service offered are listed in the specific individual contract.
14. Contract language
The contract language is German.
15. Written form clause
Amendments or additions to this contract must be made in writing. This also applies to amendments to this written form clause.
16. Place of fulfilment
The place of fulfilment is the registered office of the seller.
17. Jurisdiction agreement
If the buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be Düsseldorf.
18. Applicable law
The purchase contracts concluded are subject to the substantive law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
19. Severability clause
If one of the above provisions is wholly or partially invalid due to statutory provisions, regulations or changes in the law, all other provisions shall remain unaffected and shall continue to apply in full.
Status: April 2024
