GTC.

General Terms and Conditions

Status: April 2022

Scope of application, collateral agreements, recognition
The following General Terms and Conditions of Business, Sale and Payment apply to all contracts, deliveries and other services between Springer Aktiv AG and the contractual partner, insofar as no other agreements have been made in writing. The General Terms and Conditions of Business, Sale and Payment are an integral part of the business relationship. They also apply to all future contracts, insofar as no other agreements have been made in writing in individual cases. Additional agreements must be in writing to be effective.
Deviating conditions are only binding for Springer Aktiv AG if they have been expressly agreed to in writing; silence on deviating conditions is considered a rejection.
Offers, orders
The presentation of products, deliveries and services of Springer Aktiv AG on the Internet and in prospectuses, brochures or other information is subject to change and non-binding. All information of a technical nature, illustrations and/or descriptions are merely descriptions of services which do not represent a guarantee of properties. The products, deliveries and services shown are merely an invitation to the customer to submit an offer. The customer's order is an offer to Springer Aktiv AG to conclude a contract. The offer is considered accepted as soon as either a written confirmation of acceptance of the offer is received from Springer Aktiv AG or as soon as the order has been delivered.
Delivery, scope of delivery, force majeure
Unless otherwise agreed in writing, delivery will be made to the address specified by the contractual partner. Information on delivery dates and delivery periods are non-binding, unless a delivery date has been promised in writing by Springer Aktiv AG. If delivery dates have been agreed, deliveries before the expiry of the delivery period are permissible. The same applies to partial deliveries and partial services to an extent that is reasonable for the contract partner. Each partial delivery or partial service reasonable for the contractual partner shall be deemed an independent delivery or service. If a delivery date or a delivery period is exceeded, the contract partner can request Springer Aktiv AG in writing to provide the contractually owed service within a reasonable period of time. After unsuccessful expiry of the grace period, the contract partner is entitled to withdraw from the contract in whole or in part. A delay on the part of Springer Aktiv AG is excluded if the contract partner is in arrears with the fulfilment of a contractual obligation towards Springer Aktiv AG. In cases of force majeure or other exceptional circumstances for which Springer Aktiv AG is not responsible (strike, lockout, official interventions, energy supply difficulties or other unforeseeable events for which Springer Aktiv AG is not responsible), the delivery deadline (including an agreed one) will be extended accordingly if Springer Aktiv AG is prevented from fulfilling its obligations on time due to the circumstances. The same applies if upstream suppliers are affected by such circumstances or the circumstances occur after Springer Aktiv AG has fallen into arrears. In the event of occurrence, Springer Aktiv AG must inform the contract partner immediately. In the event that an upstream supplier does not supply Springer Aktiv AG with the ordered goods despite contractual obligations, Springer Aktiv AG is authorised to withdraw from the contract. In this case, Springer Aktiv AG must inform the customer immediately that the ordered service is not available. Any purchase price already paid is to be refunded.
Dispatch, transfer of risk
The place of fulfilment for Springer Aktiv AG is its registered office. Insofar as Springer Aktiv AG undertakes the despatch, the legal regulation of § 447 BGB applies, with the exception of the case that Springer Aktiv AG undertakes the delivery itself with its own vehicles. Transport insurance will only be taken out at the request and expense of the contract partner.
Prices
If nothing to the contrary has been agreed upon or indicated, prices are understood as non-binding and as net prices, meaning that the legal VAT - if it is to be levied - is shown separately in the invoice. Transport and packaging costs are calculated separately if nothing to the contrary has been agreed upon. Starting from an order of 1.000,00 EUR net insole product value, the delivery inside the EU will be made free of postage and packinging fees. In countries outside of the EU the amount is 2.500,00 EUR to save the shipping costs. This does not apply to deliveries of measuring equipment and bulky goods. Orders under 100.00 EUR net product value can be carried out freight collect by Springer Aktiv AG. In case of a net product value of under 100.00 EUR, an additional minimum order charge of 5.00 EUR will be accrued and in case of a net product value of under 50.00 EUR, a minimum order charge of 10.00 EUR will be accrued. If, following conclusion of the contract, transport costs, insurance costs, taxes or other public dues and debts should arise anew or be increased, Springer Aktiv AG is authorised to add the additional debt to the price that has been agreed upon.
Terms of payment
Unless otherwise agreed, invoices from Springer Aktiv AG are payable within 10 days of the invoice date with 3 % discount, within 30 days net without deduction. In the case of technical products (hardware and software) and seminars, invoices are payable immediately net. Interest on arrears shall be charged at 8 percentage points above the base rate in accordance with §§ 286, 288 BGB. Payments are to be made in cash or by bank transfer. Bills of exchange shall only be accepted in payment after prior written agreement. In this case, acceptance shall only be on account of payment and to the exclusion of liability for the timeliness and correctness of presentation and protest. Offsetting with counterclaims is only possible insofar as these are recognised by Springer Aktiv AG or have been legally established. In the event of a delay in payment by the contract partner, Springer Aktiv AG is authorised to withhold its own service and delivery obligations. Springer Aktiv AG is authorised to demand securities or advance payment for outstanding deliveries. In the event of the fruitless expiry of a reasonable grace period for the provision of securities or advance payment, Springer Aktiv AG is authorised to declare the entire payment obligation due or to withdraw from the contract. In the event of cancellation, Springer Aktiv AG must discount the amount not yet due with the contractual interest with which it refinances itself. Springer Aktiv AG is also authorised to prohibit the resale or processing of the goods which are in its (co-)ownership, as well as to demand their return.
Warranty for defects
The contractual partner must inspect the goods immediately upon receipt, insofar as this is possible in the ordinary course of business. If a defect is recognisable, this must be reported immediately in writing. If the contractual partner fails to give immediate written notification, the goods shall be deemed to be free of defects. If a defect only becomes apparent later, it must also be reported in writing immediately after its discovery. Otherwise the goods shall be deemed to have been approved free of defects. If a defect only relates to part of the delivery, the contractual partner is not entitled to complain about the entire delivery unless the defect-free part is of no interest to the contractual partner. In the case of justified complaints about defects within the warranty period, Springer Aktiv AG is entitled, at its discretion, to provide subsequent fulfilment through rectification or replacement delivery/service. Only after the subsequent fulfilment has failed twice is the contract partner authorised to reduce the price or withdraw from the contract. Warranty claims shall lapse if the contractual partner has caused the defect itself, if the defect is due to improper and/or faulty handling, use, maintenance, storage, natural wear and tear, improper intervention or the use of spare parts of third-party origin. No further rights can be derived from material defects that do not or only insignificantly impair the value or suitability of the goods.
Compensation, limitation of liability
In the case of guarantees, liability shall be in accordance with the statutory provisions. Liability for damages, irrespective of the legal grounds, in particular for breach of contractual obligations and tort, shall only exist for intentional or grossly negligent behaviour or if the breached obligation is of essential importance for achieving the purpose of the contract (cardinal obligations). In the event of a slightly negligent breach of cardinal obligations, liability for damages shall be limited to the foreseeable damage typical of the contract. The exclusion or limitation of liability shall not apply in the event of injury to life, limb or health or insofar as liability exists for damage to privately used items in accordance with the Product Liability Act.
General processing instructions
The insoles from Springer Aktiv AG are blanks that can be modified both thermoplastically and mechanically and can therefore be customised to any indication. They are moulded and adapted under high pressure. For quality reasons, we strongly advise against separating the individual layers from each other during thermal treatment and then rejoining them.
Retention of title
Springer Aktiv AG retains ownership of all delivered goods until the contract partner has settled all claims arising from the business relationship. The retention of title also applies proportionately if the goods have been processed or treated. In the event of resale, the resulting claims against third parties are deemed to be assigned to Springer Aktiv AG without reservation up to the amount of the total claims. The assignment is already now accepted. The contract partner is authorised to collect these claims despite the assignment. The authorisation of Springer Aktiv AG to collect the claims itself remains unaffected by this; however, Springer Aktiv AG undertakes not to collect the claims as long as the contract partner is not in default of payment. However, if this is the case, Springer Aktiv AG can demand that the contract partner discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. The contractual partner may neither pledge the delivery items nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, the contract partner must inform Springer Aktiv AG immediately and provide the latter with all information and documents required to protect its rights. Springer Aktiv AG undertakes to release the securities to which it is entitled at the request of the contract partner, insofar as the value exceeds the claim to be secured, insofar as these have not yet been settled, by more than 20 %.
Copyrights
Insofar as the contract partner receives samples, drawings, photographs or other documents in connection with the fulfilment of the contractual obligations, these remain the property of Springer Aktiv AG, unless otherwise agreed. The copyrights of Springer Aktiv AG remain unaffected in any case. The objects or documents provided must be returned on request. They may not be made accessible to third parties without the prior written consent of Springer Aktiv AG.
Place of jurisdiction
The place of jurisdiction for all disputes arising from the contractual relationship is Berlin.
Data protection
The data provided by the contractual partner will be used by Springer Aktiv AG exclusively for contract processing and will not be passed on to third parties. All customer data is stored and processed in compliance with the relevant provisions of the Federal Data Protection Act (BDSG) and the Teleservices Data Protection Act (TDDSG).
Applicable law
The law of the Federal Republic of Germany shall apply exclusively.
Severability clause
Insofar as individual provisions are or become invalid or incomplete in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or incomplete provision shall be replaced by a provision that comes closest to the economic intent of the invalid or incomplete provision in terms of meaning and purpose.

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