General Terms and Conditions with Customer Information

Table of Contents

1. Scope
2. Conclusion of the Contract
3. Prices and Payment Terms
4. Delivery and Shipping Terms
5. Force Majeure
6. Delay of Performance at the Customer’s Request
7. Retention of Title
8. Defects Liability / Warranty
9. Liability
10. Limitation Period
11. Retention, Assignment
12. Special Conditions for the Processing of Goods According to Specific Customer Requirements
13. Applicable Law, Jurisdiction

1) Scope
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) of Prime Advantages e.U. (hereinafter referred to as “Seller”) apply to all contracts for the delivery of goods that an entrepreneur (hereinafter referred to as “Customer”) concludes with the Seller regarding the goods presented by the Seller in their online shop. The inclusion of the Customer's own conditions is hereby rejected unless otherwise agreed.

1.2 These GTC also apply exclusively if the Seller, being aware of opposing or deviating conditions of the Customer, delivers the goods to the Customer without reservation.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a legal partnership who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

2) Conclusion of the Contract
2.1 The product descriptions displayed in the Seller's online shop do not constitute binding offers on the part of the Seller but serve as a basis for the Customer to make a binding offer.

2.2 The Customer can submit the offer via the online order form integrated into the Seller's online shop. After placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contract offer for the goods and/or services contained in the shopping cart by clicking the button that completes the ordering process. The Customer can also submit the offer to the Seller by email, via the online contact form, or by telephone.

2.3 The Seller can accept the Customer's offer within five days by:

• Sending the Customer a written order confirmation or an order confirmation in text form (fax or email), where the receipt of the confirmation by the Customer is decisive, or
• Delivering the ordered goods to the Customer, where the receipt of the goods by the Customer is decisive, or
• Requesting payment from the Customer after the order is placed, or
• If payment by direct debit is offered and the Customer chooses this payment method, by debiting the total price from the Customer’s bank account, where the timing of the account debit is decisive.

If multiple of the aforementioned alternatives apply, the contract is concluded at the moment one of the alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the Customer and ends at the end of the fifth day following the submission of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be considered a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment is processed through the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: “PayPal”), under the PayPal terms of use, available at https://www.paypal.com/en/webapps/mpp/ua/useragreement-full, or – if the Customer does not have a PayPal account – under the terms for payments without a PayPal account, available at https://www.paypal.com/en/webapps/mpp/ua/privacywax-full. If the Customer pays using a PayPal payment method selectable in the online order process, the Seller hereby declares acceptance of the Customer’s offer at the time the Customer clicks the button completing the ordering process.

2.5 If "Amazon Payments" is selected as the payment method, payment is processed through the payment service provider Amazon Payments Europe s.c.a., 38 avenue John F. Kennedy, L-1855 Luxembourg (hereinafter: "Amazon"), under the Amazon Payments Europe User Agreement, available at https://payments.amazon.com/help/201751590. When the Customer selects "Amazon Payments" in the online ordering process, they also place a payment order with Amazon by clicking the button that completes the ordering process. In this case, the Seller declares acceptance of the Customer’s offer at the moment the Customer triggers the payment process by clicking the button that completes the ordering process.

2.6 When an offer is made through the Seller's online order form, the contract text is stored by the Seller after the contract is concluded and sent to the Customer in text form (e.g. email, fax, or letter) after the order is placed. Beyond this, the contract text is not made accessible by the Seller. If the Customer has set up a user account in the Seller's online shop before submitting their order, the order data will be archived on the Seller's website and can be accessed by the Customer via their password-protected user account, using the corresponding login details.

2.7 Before submitting a binding order via the Seller’s online order form, the Customer can identify potential input errors by carefully reading the information displayed on the screen. A useful technical tool for better recognition of input errors may be the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the order.

2.8 For the conclusion of the contract, only the German and English languages are available.

2.9 The order processing and contacting generally take place via email and automated order processing. The Customer must ensure that the email address provided for order processing is accurate, so that emails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that all emails sent by the Seller or third parties commissioned by the Seller for order processing can be delivered.

2.10 Special conditions agreed upon between the parties are generally not applicable to simultaneous or future contractual relationships with the Customer unless otherwise agreed.

2.11 In case of the Customer's economic inability to fulfill their obligations to the Seller, the Seller may terminate existing exchange contracts with the Customer immediately by withdrawal. This also applies in the event of a Customer’s insolvency petition. § 321 BGB and § 112 InsO remain unaffected. The Customer will inform the Seller in writing at an early stage of any impending insolvency.

3) Prices and Payment Terms
3.1 Unless otherwise specified in the Seller's product description, the prices indicated are net prices that do not include VAT. Packaging and shipping costs, loading, insurance (especially transport insurance), customs, and duties may be charged separately.

3.2 In the case of deliveries to countries outside the European Union, additional costs may be incurred in individual cases that the Seller is not responsible for and that are to be borne by the Customer. These include, for example, costs for the transfer of funds by credit institutions (e.g. transfer fees, exchange rate fees) or import duties and taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not to a country outside the European Union but the Customer makes the payment from a country outside the European Union.

3.3 The Customer has various payment options available, which are listed in the Seller's online shop.

3.4 If prepayment by bank transfer is agreed, payment is due immediately after the contract is concluded, unless the parties have agreed on a later due date.

3.5 If a payment method offered via the “PayPal” payment service is selected, payment processing is carried out via PayPal, which may use third-party payment service providers. If the Seller offers payment methods via PayPal where the Seller makes an advance payment to the Customer (e.g. purchase on account or installment payment), the Seller assigns their payment claim to PayPal or to a payment service provider commissioned by PayPal and specified to the Customer. Before accepting the Seller’s declaration of assignment, PayPal or the payment service provider commissioned by PayPal will conduct a credit check using the customer data provided. The Seller reserves the right to refuse the Customer’s chosen payment method in the event of a negative credit check. If the chosen payment method is approved, the Customer must pay the invoice amount within the agreed payment period or in the agreed payment intervals. In this case, the Customer can only make payments to PayPal or the payment service provider commissioned by PayPal with debt-discharging effect. However, the Seller remains responsible for general customer inquiries (e.g. about the goods, delivery time, shipping, returns, complaints, revocation declarations, or refunds) even if the payment claim has been assigned.

3.6 If the "credit card via Stripe" payment method is selected, the invoice amount is due immediately upon contract conclusion. Payment is processed via the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: "Stripe"). Stripe reserves the right to conduct a credit check and may refuse this payment method if the credit check is negative.

3.7 A payment is considered received as soon as the equivalent amount has been credited to one of the Seller's accounts. In the event of late payment, the Seller is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. The Seller's other statutory rights in the event of a Customer's default in payment remain unaffected. If claims are overdue, incoming payments are first applied to any costs and interest, then to the oldest claim.

3.8 Should unforeseen cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller is entitled to pass on the price increase to the Customer. However, this only applies if the delivery is to take place more than four months after the contract conclusion.

3.9 The Seller reserves the right to set a minimum order value for deliveries outside of Germany. The minimum order value will be communicated to the Customer separately in the Seller’s online shop if applicable.

4) Delivery and Shipping Terms
4.1 Delivery of goods is carried out by shipment to the delivery address specified by the Customer, unless otherwise agreed. During the transaction processing, the delivery address specified in the Seller’s order processing is decisive.

4.2 The Seller is entitled to make partial deliveries, provided this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is entitled to issue partial invoices.

4.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies if the Seller is not responsible for the non-delivery and has concluded a specific covering transaction with the supplier with due care. The Seller will make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer will be informed immediately, and the counter-performance will be refunded without delay.

4.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has handed over the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. This also applies if the Seller bears the shipping costs. Transport insurance is only provided at the Customer's express request and at the Customer's expense.

4.5 If the dispatch of the goods to the Customer is delayed for reasons for which the Customer is responsible, the risk passes to the Customer upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the Customer.

4.6 Self-collection is not possible for logistical reasons.

5) Force Majeure
In the event of force majeure affecting the fulfillment of the contract, the Seller is entitled to postpone delivery for the duration of the impediment and, in the case of long-term delays, to withdraw from the contract in whole or in part without the Customer being able to derive any claims against the Seller. Force majeure refers to any events unforeseeable by the Seller or such events – even if foreseeable – that lie outside the Seller’s influence and whose effects on the performance of the contract cannot be prevented by reasonable efforts of the Seller. Any statutory claims of the Customer remain unaffected.

6) Delay of Performance at the Customer’s Request
If the shipment or delivery of the goods is delayed by more than one month after notification of readiness for dispatch at the Customer's request, the Customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, but not more than 5% of the purchase price in total. The parties are free to provide evidence of higher or lower damages.

7) Retention of Title
7.1 In the event of processing the delivered goods, the Seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is carried out together with other materials, the Seller acquires co-ownership in proportion to the invoice value of their goods relative to the other materials. In cases where the Seller's goods are combined or mixed with the Customer's property and this is considered the principal item, co-ownership of the principal item passes to the Seller in proportion to the invoice value of the Seller's goods relative to the invoice value or, in the absence of such, to the market value of the principal item. In such cases, the Customer is considered the custodian.

7.2 The Seller retains ownership of the delivered goods until the purchase price has been paid in full.

7.3 Items under retention of title or legal retention may not be pledged or assigned as collateral by the Customer. The Customer is only permitted to resell in the ordinary course of business, provided that the Customer’s claims against their purchasers arising from the resale are effectively assigned to the Seller and the Customer transfers ownership to their purchaser subject to payment. By concluding the contract, the Customer assigns their claims arising from such resales against their purchasers to the Seller as security, and the Seller accepts this assignment.

7.4 The Customer must immediately inform the Seller of any access to the goods owned or co-owned by the Seller or to the assigned claims. Any amounts collected by the Customer from such claims must be immediately remitted to the Seller as soon as the Seller’s claims are due.

7.5 If the value of the Seller's security rights exceeds the amount of the secured claims by more than 10%, the Seller will, upon the Customer's request, release a corresponding portion of the security rights.

8) Defects Liability / Warranty
If the purchased item is defective, the provisions of statutory defect liability shall apply. The following applies as an exception:

8.1 Claims for defects do not arise in cases of natural wear and tear or damage that occurs after the risk has passed due to improper or negligent handling, excessive use, unsuitable operating materials, or external influences that are not assumed under the contract. If improper modifications or repair work is carried out by the Customer or third parties, no claims for defects exist for these and the resulting consequences unless the Customer can prove that the notified defect was not caused by these modifications or repair work.

8.2 For new goods, the limitation period for defect claims is one year from delivery of the goods. For used goods, rights and claims for defects are excluded.

8.3 The above-mentioned limitations on liability and shortened limitation periods do not apply:

• for items that have been used in accordance with their customary use for a building and have caused its defectiveness,
• for claims for damages and reimbursement of expenses by the Customer,
• in cases where the Seller has fraudulently concealed the defect, and
• for the right of recourse pursuant to § 445a BGB.

8.4 If a replacement delivery is made under the liability for defects, the limitation period does not start anew.

8.5 If supplementary performance is carried out by means of a replacement delivery, the Customer is obliged to return the originally delivered goods to the Seller within 30 days. The return shipment must include the reason for the return, the Customer’s name, and the number assigned for the purchase of the defective goods, which enables the Seller to allocate the returned goods. As long as and to the extent that the allocation of the return shipment is not possible for reasons attributable to the Customer, the Seller is not obliged to accept the returned goods or to refund the purchase price. The Customer shall bear the costs of the renewed shipment.

8.6 If the Seller delivers a defect-free item for the purpose of subsequent performance, the Seller may claim compensation for use from the Customer in accordance with § 346 para. 1 BGB. Further legal claims remain unaffected.

8.7 If the Customer acts as a merchant within the meaning of § 1 HGB, the Customer is subject to the commercial duty to inspect and give notice of defects in accordance with § 377 HGB. If the Customer fails to comply with the notification obligations regulated therein, the goods shall be deemed approved.

9) Liability
The Seller is liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

9.1 The Seller is liable without limitation on any legal grounds:

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, body, or health,
• based on a promise of guarantee, unless otherwise regulated, and
• based on mandatory liability, such as under the Product Liability Act.

9.2 If the Seller negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical of the contract, provided there is no unlimited liability under the previous clause. Essential contractual obligations are those duties which the contract imposes on the Seller according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the Customer may regularly rely.

9.3 In all other respects, the Seller’s liability is excluded.

9.4 The above liability provisions also apply with regard to the Seller's liability for their agents and legal representatives.

10) Limitation Period
Claims by the Customer against the Seller – with the exception of those regulated under "Defects Liability / Warranty" – expire one year after the Customer becomes aware of the facts giving rise to the claim, but no later than five years after performance of the service, unless unlimited liability applies under the above clauses.

11) Retention, Assignment
11.1 The Customer’s rights of retention and refusal to perform are excluded unless the underlying counterclaims are not disputed by the Seller or have been legally established.

11.2 Assignment of claims arising from the contract with the Customer, particularly the assignment of defect claims, is excluded.

12) Special Conditions for the Processing of Goods According to Specific Customer Requirements
12.1 The Customer indemnifies the Seller from third-party claims asserted against the Seller in connection with the Customer's contractual use of the Customer's content. The Customer also bears the necessary costs of legal defense, including all court and attorney fees in the statutory amount. This does not apply if the Customer is not responsible for the infringement. The Customer is obliged to provide the Seller immediately, truthfully, and completely with all information necessary for the examination of the claims and defense in the event of a claim by third parties.

12.2 The Seller reserves the right to reject processing orders if the content provided by the Customer violates legal or regulatory prohibitions or public morals. This applies particularly to the provision of anti-constitutional, racist, xenophobic, discriminatory, offensive, youth-endangering, and/or violence-glorifying content.

13) Applicable Law, Jurisdiction
13.1 All legal relationships between the parties shall be governed by the laws of the Republic of Austria, excluding the laws governing the international sale of goods.

13.2 If the Customer is a merchant, a legal entity under public law, or a special fund under public law with its seat in the territory of the Republic of Austria, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller's place of business. If the Customer’s seat is outside the territory of the Republic of Austria, the Seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. In the above cases, however, the Seller is also entitled to invoke the court at the Customer’s place of business.