General Terms and Conditions

• 1 Basic provisions

(1) The following General Terms and Conditions apply to all contracts concluded between us, Futura
Futura GmbH, represented by its managing directors Oliver Klute & Daniel Schröer, Rudolf-Diesel-Straße 35, 33178 Borchen, Germany
contracts concluded with you as the buyer for the delivery of goods that are not concluded by way of distance selling via our online stores. For digital products, the General Terms and Conditions for the eMitter® Cloud and the associated Service Level Agreement (SLA) also apply. We do not recognize any terms and conditions of the buyer that conflict with or deviate from these General Terms and Conditions and hereby expressly object to them. Deviating general terms and conditions of the buyer, supplementary agreements and/or collateral agreements are only valid if we expressly agree to them. The statutory provisions on the priority of individual agreements remain unaffected by this.

(2) We only offer our products for sale if you are a natural or legal person or a partnership with legal capacity that is exercising its commercial or independent professional activity when concluding the legal transaction (entrepreneur). The conclusion of contracts with consumers is excluded.

• 2 Formation of the contract

(1) The subject of the contract is the sale of goods. The main features of the goods can be found in the respective offer.

(2) Upon request, by telephone or in text form, we will prepare an individual offer for you, which will be sent to you in text form and to which we are bound for 10 days (unless another period is specified in the respective offer). You accept the offer with confirmation in text form.

(3) The processing of the order and transmission of all information required in connection with the conclusion of the contract is carried out by e-mail, partly automatically. You must therefore ensure that the e-mail address you have provided to us is correct, that the receipt of e-mails is technically ensured and, in particular, that it is not prevented by SPAM filters.

• 3 Prices, terms of payment and shipping costs

(1) The prices quoted in the respective offer as well as the shipping costs are net prices. They do not include the statutory value added tax.

(2) The shipping costs incurred are not included in the purchase price; they are shown separately in the offer, unless free delivery has been agreed.

(3) If the delivery is made to countries outside the European Union, further costs may be incurred for which we are not responsible, such as customs duties, taxes or money transfer fees (transfer or exchange rate fees of the credit institutions), which are to be borne by you.

(4) Any costs incurred for the transfer of money (transfer or exchange rate fees of the credit institutions) shall be borne by you in cases where the delivery is made to an EU member state but the payment was initiated outside the European Union.

(5) Unless expressly agreed otherwise, the purchase price is due for the first order immediately upon receipt of the invoice by bank transfer in advance. For existing customers, the purchase is made on account with the agreed payment term. Payment shall be made by bank transfer to the account specified in the invoice. The deduction of cash discounts is only permitted if expressly stated in the respective offer or invoice.

(6) In the case of payment in advance, you shall be in default no later than 30 days after the due date and receipt of the invoice; in the case of purchase on account, you shall be in default upon exceeding the agreed payment term without the need for a further reminder. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by delay. If you are a merchant, our claim to commercial maturity interest (§ 353 HGB) remains unaffected.

(7) You shall only be entitled to set-off rights, insofar as these are not counterclaims arising from the same contractual relationship, if your counterclaims have been legally established, are undisputed or have been recognized by us.

(8) For digital devices, the fees for the use of the eMitter®Cloud are billed separately in accordance with the General Terms and Conditions for the eMitter® Cloud.

• 4 Terms of delivery

(1) Delivery dates and delivery periods are only binding if they have been confirmed by us in writing. If payment is made in advance by bank transfer, the goods will only be dispatched after we have received the full purchase price and the shipping costs.

(2) If, contrary to expectations, a product ordered by you is not available despite the timely conclusion of an adequate covering transaction for a reason for which we are not responsible, you will be informed immediately of the unavailability and, in the event of withdrawal, any payments already made will be refunded immediately.

(3) Partial deliveries are permissible and can be invoiced by us independently, provided that you are not charged additional costs for shipping as a result.

• 5 Liability for material defects

(1) The liability period for material defects is one year from delivery of the goods. The shortened deadline does not apply:

– for culpably caused damage attributable to us arising from injury to life, limb or health and for other damage caused intentionally or through gross negligence;
– insofar as we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item;
– for items that have been used for a building in accordance with their normal use and have caused its defectiveness;
– in the case of statutory recourse claims that you have against us in connection with warranty rights.

(2) Only our own specifications and the manufacturer’s product description shall be deemed agreed as the quality of the item, but not other advertising, public promotions and statements by the manufacturer.

(3) In the event of defects, we shall provide warranty at our discretion by repair or subsequent delivery. If the rectification of defects fails, you can demand a reduction in price or withdraw from the contract at your discretion. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. In the event of rectification of defects, we shall not have to bear the increased costs incurred by moving the goods to a location other than the place of performance, provided that the move does not correspond to the intended use of the goods.

• 6 Other liability

(1) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), for

• for damages resulting from injury to life, limb or health,

• for damages arising from the breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, his liability is limited to compensation for foreseeable, typically occurring damages.

• The aforementioned limitations of liability shall also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for your claims under the Product Liability Act.

(2) You may only withdraw from the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. In all other respects, the statutory requirements and legal consequences for withdrawal and compensation shall apply.

• 7 Right of retention, retention of title

(1) You may only exercise a right of retention insofar as it concerns claims arising from the same contractual relationship.

(2) We reserve title to the goods until all claims arising from the current business relationship have been settled in full. Prior to the transfer of ownership of the reserved goods, pledging or transfer by way of security is not permitted.

(3) You may resell the goods in the ordinary course of business. In this case, you hereby assign to us all claims in the amount of the invoice amount that accrue to you from the resale; we accept the assignment. You are further authorized to collect the claim. However, if you do not meet your payment obligations properly, we reserve the right to collect the claim ourselves.

(4) If the goods subject to retention of title are combined and mixed, we 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 other processed items at the time of processing.

(5) We undertake to release the securities to which you are entitled at your request to the extent that the realizable value of our securities exceeds the claim to be secured by more than 10%. We shall be responsible for selecting the collateral to be released.

• 8 Choice of law, place of performance, place of jurisdiction

(1) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and jurisdiction shall be our registered office if you are a merchant, a legal entity under public law or a special fund under public law. The same applies if you do not have a general place of jurisdiction in Germany or the EU.

Last updated: 29.11.2023