1. Scope of Application

All offers, deliveries, and other services (hereinafter referred to as "Services") of deuter Sport GmbH (hereinafter referred to as "deuter"), including all future services, are provided exclusively based on these General Sales and Delivery Conditions (hereinafter referred to as "GTC") and exclusively in B2B business transactions with dealers and commercial customers of deuter (hereinafter referred to as "Customers"). Existing and future individual contractual agreements with customers take precedence over these GTC insofar as they contain different provisions and arrangements compared to these GTC.

These GTC also apply exclusively even if deuter does not expressly contradict the differing business conditions of the customer. The execution of services by deuter in the knowledge of the customer's differing business conditions does not constitute consent on the part of deuter.

* This and other collective terms always include the male, female, and diverse forms.

2. Contractual Partner, Customer Service

The contract is concluded with deuter Sport GmbH, Daimlerstraße 23, 86368 Gersthofen, Germany.

You can reach deuter customer service for questions, complaints, and grievances on weekdays from 08:00 AM to 4:30 PM (Friday until 1:00 PM) at the phone number: +49 (0) 821 4987-0, as well as by email at info@deuter.com.

 

3. Ordering and Conclusion of Contract

The customer can select products from deuter's assortment.

Offers from deuter are - unless expressly expressed otherwise in writing by deuter - always non-binding and without obligation. The respective contract between deuter and the customer only becomes legally binding with written confirmation from deuter. This also applies to agreements and ancillary agreements.

Documents accompanying offers, such as images, drawings, weight or size specifications, samples, etc., are industry-standard approximate values. Deviations in the delivered branded goods from the order in terms of material and execution are expressly reserved within the scope of technical progress.

 

4. Prices and Payment Terms

Unless explicitly agreed otherwise in writing with the customer, all prices from deuter are in accordance with deuter's price list valid at the time of order confirmation, plus value-added tax.

deuter reserves the right to adjust prices if deuter has not yet issued a written order confirmation to the customer.

Invoices are payable within 30 days from the date of invoice at the net invoice amount, free of expenses, unless different written arrangements have been made between the customer and deuter.

deuter reserves the right, especially for new customers and in case of existing payment delays by a customer, irrespective of other existing rights, to make further deliveries to the customer dependent on advance payment, or to demand other securities deemed suitable by deuter.

In case of exceeding the due date or payment targets agreed in writing between deuter and the customer, deuter is entitled, irrespective of other existing rights, to charge default interest at a rate of 9% above the base interest rate until full payment is made. This also applies in case of deferral.

The customer is only entitled to offset counterclaims if these are undisputed or have been legally established. The same applies to the assertion of rights of retention by the customer.

5. Delivery, Transfer of Goods

All delivery periods are indicated by deuter as approximate and non-binding, unless deuter has expressly agreed on a fixed delivery date in writing with the customer in individual cases.

For deliveries with an order value below 250 GBP, deuter will charge the customer a flat rate free valid at the time of delivery. Unless expressly agreed otherwise in writing with the customers, deliveries for orders over 250 GBP are free of charge by deuter.

deuter is entitled to make partial deliveries and can invoice these separately to the customer.

If the customer defaults in acceptance, omits a cooperative action, or if there is a delay in delivery for other reasons attributable to the customer, deuter is entitled, irrespective of other existing rights, to claim compensation for the damage incurred by deuter, including all additional expenses connected therewith. Furthermore, in this case, the risk of accidental deterioration and loss of the respective goods passes to the customer.

 

Force Majeure

If deuter cannot meet binding delivery or performance dates due to force majeure, official measures, or for other reasons beyond deuter's control, deuter will immediately inform the customer and at the same time notify the expected new delivery or performance date.

Deliveries and services that are omitted or delayed due to force majeure and official measures or other circumstances beyond deuter's control, including operational disruptions, strikes, lockouts, or traffic or other specific unforeseeable obstacles occurring at deuter or its suppliers, entitle deuter to deliver later or to withdraw from the contract in whole or in part, without the customer being entitled to claim damages.

This also applies if the aforementioned events occur at a time when deuter is in default

 

. In cases of delivery delay that are unreasonable for the customer, the customer is also entitled, without claims for damages, to withdraw from the contract. If there is a delay in delivery or performance, the customer is entitled to withdraw from the contract after the expiry of a reasonable grace period, at least four weeks but appropriate for production. The withdrawal must always be made in writing. If the delay is limited to a part of the delivery or service, the right of withdrawal is also limited to the affected part, provided that an objective assessment does not affect the remaining contract due to such limitation.

6. Legal Warranty Rights

The goods are considered delivered in accordance with the contract if they correspond to the product descriptions intended for the customers. This also applies to minor or commercially customary deviations in quality, dimensions, color, weight, and the like, provided these deviations do not significantly impair the intended use of the goods.

Warranty claims by the customer require that the customer has timely reported the respective defect in writing to deuter and has fulfilled his legal obligation to inspect. In the case of obvious defects, this inspection must be carried out immediately upon receipt of the respective goods. This also applies accordingly in the case of short deliveries. The legal regulations for purchase and work supply contracts apply.

The customer must promptly provide deuter with the goods identified as defective, along with a copy of the relevant delivery note, for examination of the claimed defect upon request. The costs for the return shipment will be borne by deuter.

If there is indeed a defect in the respective goods, deuter is entitled to choose either to remedy the defect, bearing expenses up to a maximum of the respective purchase price, or to deliver a new defect-free item as a replacement. If the remedy fails twice, becomes impossible, or is not carried out within a reasonable period set by the customer, the customer is entitled, within the scope and under the conditions of the statutory requirements, to choose either to withdraw from the contract or to demand a reduction in the purchase price, or to claim damages, including the limitations of liability contained in these GTC. For divisible services, the right of withdrawal is limited to the specifically defective part.

The customer is not authorized, without prior written consent from deuter, to confirm defects to end consumers or own customers in products supplied by deuter, or to make other acknowledgments or commitments regarding warranty for defects. deuter is generally not liable for warranties and other guarantee commitments made by the customer to its own customers beyond the scope regulated in these GTC. This does not apply in cases where an extended warranty liability of deuter to end consumers is given due to applicable mandatory legal provisions.

The warranty or limitation period is 12 months from the transfer of risk or acceptance. Any modification or repair to the goods supplied by deuter without express prior written consent voids the warranty from deuter. The same applies to improper storage or other deviations from the intended use of the goods. The assertion of warranty claims does not affect deuter's existing claims for payment. In the case of the customer's payment default, deuter's warranty obligations are suspended until the payment obligation is fulfilled.

The voluntary warranty provided by deuter for end customers is twenty-four months from the date of purchase of the product. This warranty covers defects due to manufacturing or material errors and is governed by the respective provisions and procedures of the deuter Repair Service.

Furthermore, deuter undertakes to offer end customers a lifetime repair service for the purchased products. This service relates to repairs that go beyond the scope of the statutory warranty and aims to extend the lifespan of the products. The exact conditions and scope of this service are determined separately by deuter and can be adjusted by deuter as needed.

Every business customer is obliged to actively inform end customers about the terms of the warranty period and the lifetime repair service at the time of purchase. Here, the exact services and conditions, as determined by deuter Sport GmbH, are to be communicated transparently and understandably.

 

The return of non-defective goods is only permissible with the express prior consent of deuter. The customer bears the costs for the return of goods approved by deuter. A prerequisite for a credit note due to the return of non-defective goods is that the customer provides the customer number and invoice number and that the goods are received by deuter in a fully saleable condition. Otherwise, deuter reserves the right to appropriately reduce the credit amount.

Returns and the assertion of warranty claims must be made stating the deuter customer and invoice number.

7. Liability and Limitation of Liability

Unless otherwise stated in these GTC, including the following provisions, deuter (including liability for employees, legal or contractually appointed representatives, and other agents) is liable for the violation of contractual and non-contractual obligations under the relevant mandatory legal provisions.

deuter is liable for damages – irrespective of the legal basis – only in cases of intent and gross negligence. The statutory limitation period of three years applies here. In the case of simple negligence, deuter is only liable for:

a) damages resulting from injury to life, body, or health,

b) damages resulting from the breach of a fundamental contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely. In this case, however, deuter's liability is limited to compensation for the foreseeable, typically occurring damage and in amount to the final invoice amount (net) of the respective goods delivery that triggered the customer's claim for damages, or is related to it.

 

The aforementioned limitations of liability do not apply if deuter has fraudulently concealed a defect or has expressly given a written guarantee for the quality of the goods. Any liability of deuter beyond these GTC due to applicable mandatory legal provisions, such as under the German Product Liability Act, remains unaffected by the foregoing limitations of liability.

8. Reservation of Title

Goods remain the property of deuter until all outstanding claims from the business relationship (including all balance claims from current accounts) with the respective customer have been fulfilled (hereinafter referred to as "Reserved Goods"). In the case of a running account, the securities of deuter serve as security for the respective balance claim.

 

The customer is obliged to handle the delivered Reserved Goods with care and store them separately, and will insure them at their own expense against typical operational risks. The customer is entitled to resell the Reserved Goods in the ordinary course of business. However, he hereby assigns all claims arising from such resale to deuter in the amount of the respective final invoice amount including VAT as security, which deuter accepts.

The customer remains authorized to collect these claims from his own customer even after the assignment, alongside deuter. deuter will not collect the claim as long as the customer is not in payment default and in particular, no application for the opening of a composition or insolvency proceeding has been filed or there is a cessation of payments. In these cases, the customer will immediately inform deuter of the assigned claims and the respective third-party debtors, including all other information necessary for the collection of the claims, hand over documents, and notify the third-party debtors of the assignment.

The customer already grants deuter and/or third parties authorized in writing by deuter the right to pick up Reserved Goods stored with him or third parties and not yet paid for by the customer. He will grant deuter and/or their authorized representatives access to the corresponding premises. The taking back of the Reserved Goods does not constitute a withdrawal from the contract. The latter only applies if deuter expressly declares this withdrawal in writing. deuter is not obliged to set a deadline regarding the return. deuter is authorized to sell the Reserved Goods by auction or in a private sale at its discretion and to offset the proceeds against the purchase price.

In the event of seizures or other interventions by third parties, the customer will point out deuter's existing rights and immediately notify deuter in writing so that deuter can assert its rights accordingly. Insofar as the third party is not able to reimburse deuter for the judicial or extrajudicial costs incurred in this context, the customer is liable for these costs.

9. Data Protection Notice

deuter collects customer data in the course of contract processing. deuter commits to treating the personal data of customers confidentially in accordance with data protection regulations (particularly the GDPR, the Federal Data Protection Act, and the Telemedia Act).

 

The personal data of the customer, which become known to deuter in the course of a business relationship, will be stored and, for the purpose of order processing, possibly passed on to affiliated companies or third parties. The data is collected, stored, and used by deuter in accordance with the applicable data protection regulations. Detailed information on data protection can be found in the Data Protection (deuter.com).

 

To the extent that deuter grants the customer electronic access to a deuter system, the customer undertakes not to pass on the data and password that arise in the ongoing business relationship to unauthorized third parties, as well as to protect and store these data from any access and misuse by third parties according to the current state of technology.

 

All materials and information provided to the customer by deuter - unless they are publicly accessible, generally known, or obviously intended for dissemination - must be treated confidentially by the customer and may not be duplicated, published, or made accessible to third parties in any other way without the express written consent of deuter. Upon termination of the business relationship, these documents and information are to be returned to deuter and/or destroyed, at deuter's discretion.

10. Place of Fulfilment, Jurisdiction, Applicable Law

The place of fulfilment for all services by deuter and payments by the customer is deuter's company headquarters in Gersthofen.

The exclusive place of jurisdiction is Augsburg. However, deuter is also entitled to sue the customer at the court of his business or residential address.

The contractual relationship is exclusively subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

 

11. Final Provisions

Rights of the customer from transactions made with deuter may only be transferred with deuter's express prior written consent.

deuter reserves the right to amend and/or supplement these GTC as necessary and will immediately provide the customer with a correspondingly modified written version, which then completely replaces the current version of the GTC. The same applies to the predecessor version of these GTC. All orders already placed by the customer at the time of the transmission of the modified GTC and confirmed by deuter will be executed based on the validity of the predecessor version of the respective GTC.

The customer commits to strictly adhere to all relevant legal and regulatory provisions that are essential for the distribution, trade, and shipping of deuter products to dealers and end customers. Any violations of these provisions by the customer release deuter from any liability, and the resulting consequences are exclusively the responsibility of the customer. Furthermore, the customer agrees to indemnify deuter from all claims, damages, liabilities, costs, and expenses, including but not limited to reasonable attorney's fees, arising from such a violation.

All oral agreements and arrangements between deuter and the customer require written form and confirmation by deuter's management to be legally binding. Written notifications can also be transmitted by fax, email, or electronically in any other way.

Should any of the aforementioned provisions be wholly or partially invalid, this does not affect the validity of the remaining provision(s) or the contract. In this case, deuter and the customer expressly commit to agree on a regulation that comes closest to the intended economic purpose. The same applies in the event of any regulatory gaps in these GTC.

Further information about deuter Sport GmbH can be found in the imprint.

Effective: February 2024