General Terms and Conditions
of Digital Power Systems GmbH, Haid- und Neu Str. 7, 76131 Karlsruhe, Germany (hereinafter “Seller” or “we”) for the sale of goods via the online shop shop.digitalpowersystems.eu.
Digital Power Systems GmbH is domiciled in Germany. The contractual language is German. English is available as an additional communication and service language. In the event of any discrepancy between the German and the English version of these Terms and Conditions, the German version shall prevail.
The German version of these General Terms and Conditions is the legally binding original. This English translation is provided for information purposes only.
§ 1 Scope of Application
(1) These General Terms and Conditions apply to all contracts, deliveries and other services of Digital Power Systems GmbH (hereinafter “Seller”) concluded via the online shop shop.digitalpowersystems.eu.
(2) Our Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their applicability in writing. This consent requirement applies in all cases, including, for example, where we carry out delivery to the Buyer without reservation in the knowledge of the Buyer''s terms and conditions.
(3) These Terms and Conditions are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. The conclusion of contracts with consumers within the meaning of Section 13 BGB via this online shop is not intended.
(4) Individual agreements made with the Buyer on a case-by-case basis (including side agreements, amendments and modifications) shall in all cases take precedence over these Terms and Conditions. A written contract or our written confirmation shall be authoritative for the content of such agreements, subject to proof to the contrary.
(5) Legally relevant declarations and notices by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email).
§ 2 Conclusion of Contract
(1) The presentation of products in the online shop does not constitute a legally binding offer but an invitation to the Buyer to place an order (invitatio ad offerendum).
(2) By placing an order via the online shop, the Buyer submits a binding offer to purchase the goods contained in the shopping cart. Before submitting the order, the Buyer may review and modify the data at any time. However, the offer can only be submitted if the Buyer accepts these Terms and Conditions by ticking the corresponding checkbox and thereby incorporates them into the offer.
(3) Upon receipt of the order, the Seller sends the Buyer an automatic acknowledgement of receipt by email (order confirmation). This order confirmation does not constitute acceptance of the contractual offer but merely serves to inform the Buyer that the order has been received by the Seller.
(4) The purchase contract is only concluded when the Seller dispatches the ordered goods to the Buyer and confirms the dispatch by a second email (shipping confirmation), or when the Seller expressly accepts the Buyer''s offer within five (5) business days by an order confirmation email.
(5) The Seller is entitled to reject the contractual offer contained in the order within five (5) business days of its receipt. Rejection may occur in particular in cases of a negative credit report, incorrect product information, or products that are no longer available.
(6) The contract text of the order is stored by the Seller. The Buyer may access the contract text via their customer account. These Terms and Conditions can be viewed on this page at any time.
§ 3 Prices and Payment Terms
(1) All prices stated in the online shop are net prices in euros (EUR) and are exclusive of the applicable statutory value-added tax (currently 19%). Packaging and shipping costs are not included in the prices and are shown separately where applicable.
(2) The prices stated in the online shop at the time of the order shall apply. The Seller reserves the right to change prices at any time. Price changes do not apply to orders already confirmed.
(3) Volume discounts: For certain products, the Seller offers quantity-based volume discounts. These are shown on the respective product page. The total quantity per item in the shopping cart is decisive.
(4) Payment shall be made at the Buyer''s choice by one of the following methods:
| Payment Method | Conditions |
|---|---|
| Prepayment / Bank Transfer | Payment within 7 days of order receipt. Goods will be dispatched upon receipt of payment. |
| Invoice | Payment due within 30 days net from invoice date. Available for registered business customers after credit check. |
| Credit Card | Visa, Mastercard. Charged upon dispatch of goods. |
| SEPA Direct Debit | Collected after dispatch of goods. SEPA mandate required. |
(5) The Buyer is in default if payment is not made within 30 days of the due date and receipt of the invoice (Section 286(3) BGB). In the event of default, the Seller is entitled to charge default interest at a rate of 9 percentage points above the base interest rate (Section 288(2) BGB). The right to claim further damages for delay remains reserved.
(6) The Buyer is entitled to set-off only if the counterclaims have been established by final court judgment, are undisputed, or have been acknowledged by us. Furthermore, the Buyer is entitled to exercise a right of retention only insofar as the counterclaim is based on the same contractual relationship.
§ 4 Delivery and Shipping
(1) Delivery is ex works Karlsruhe, Germany (place of performance). At the Buyer''s request and expense, the goods shall be shipped to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the mode of shipment (in particular the carrier, shipping route, packaging) ourselves.
(2) Unless otherwise stated for the respective product, the delivery time is generally 2–5 business days within Germany and 5–10 business days for deliveries within the EU. For prepayment, the delivery period begins on the day after receipt of payment; for all other payment methods, on the day after conclusion of the contract.
(3) Shipping costs for standard deliveries:
| Destination | Shipping Cost (net) | Free from |
|---|---|---|
| Germany | EUR 5.90 | 199.00 EUR order value |
| EU Member States | EUR 14.90 | EUR 2,500 order value |
| Switzerland, Norway | EUR 24.90 | — |
| Worldwide (other) | On request | — |
(4) If goods with different delivery times are combined in one order, the delivery time is determined by the item with the longest delivery time, unless partial delivery has been agreed.
(5) The Seller is entitled to make partial deliveries, provided this is reasonable for the Buyer. No additional shipping costs shall be incurred by the Buyer due to partial deliveries.
(6) If the Buyer is in default of acceptance, fails to perform a required act of cooperation, or if delivery is delayed for other reasons attributable to the Buyer, the Seller is entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we charge a flat storage fee of EUR 5.00 per pallet per calendar day or part thereof. Both parties retain the right to prove higher or lower actual damages.
§ 5 Transfer of Risk
(1) In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods passes to the Buyer as soon as the Seller has handed over the goods to the forwarding agent, the carrier, or the person or institution otherwise designated to carry out the shipment (Section 447 BGB).
(2) The transfer of risk shall also apply if the Buyer is in default of acceptance.
§ 6 Retention of Title
(1) The Seller retains title to the delivered goods until full payment of all claims arising from the supply contract. This also applies to all future deliveries, even if the Seller does not always expressly refer to this. We are entitled to take back the goods if the Buyer acts in breach of contract.
(2) The Buyer is obliged to treat the goods with care as long as title has not yet passed to the Buyer. In particular, the Buyer is obliged to insure them adequately at replacement value against theft, fire and water damage at the Buyer''s own expense. Where maintenance and inspection work is required, the Buyer must carry it out in good time at the Buyer''s own expense.
(3) In the event of seizures or other interventions by third parties, the Buyer must notify us immediately in writing so that we can file a claim pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a claim pursuant to Section 771 ZPO, the Buyer shall be liable for the loss incurred by us.
(4) The Buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to us all claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice value agreed with us (including VAT). This assignment applies regardless of whether the goods have been resold without or after processing. The Buyer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the Buyer meets the Buyer''s payment obligations, does not fall into arrears, and in particular no application for the opening of insolvency proceedings has been filed or payments have been suspended.
(5) The processing or transformation of the goods by the Buyer is always carried out on behalf of the Seller. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the goods to the other processed items at the time of processing.
(6) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer''s request (release clause).
§ 7 Warranty and Liability for Defects
(1) The Buyer''s warranty rights are subject to the Buyer having duly fulfilled the obligations of inspection and notification of defects owed under Section 377 of the German Commercial Code (HGB). Defects must be reported in writing without undue delay, but no later than within seven (7) business days after receipt of the goods. Hidden defects must be reported in writing without undue delay after discovery, but no later than within seven (7) business days after discovery.
(2) If the goods are defective, we may initially choose whether to provide supplementary performance by remedying the defect (repair) or by delivering defect-free goods (replacement delivery). Our right to refuse supplementary performance under the statutory conditions remains unaffected.
(3) If supplementary performance fails, the Buyer may, in principle, at the Buyer''s discretion, demand a reduction of the purchase price (abatement) or rescission of the contract (withdrawal). In the case of only a minor breach of contract, in particular in the case of only minor defects, the Buyer has no right of withdrawal.
(4) The warranty period is twelve (12) months from delivery of the goods (transfer of risk). This period does not apply to claims for damages by the Buyer due to injury to life, body or health, or from intentional or grossly negligent breaches of duty by the Seller or the Seller''s vicarious agents, which in each case are subject to the statutory limitation periods.
(5) Technical data, specifications and performance information in offers, brochures, catalogues and on the Seller''s website do not constitute a guarantee of quality unless expressly designated as a guarantee. Minor deviations customary in the industry, as well as deviations resulting from legal requirements or representing technical improvements, do not entitle the Buyer to make claims for defects.
(6) Claims by the Buyer for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded to the extent that expenses increase because the delivered goods were subsequently moved to a location other than the Buyer''s place of business, unless such movement corresponds to the intended use of the goods.
§ 8 Limitation of Liability
(1) The Seller shall be liable to the Buyer for all contractual, quasi-contractual and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:
(2) The Seller shall be liable without limitation on any legal ground:
- in the case of intent or gross negligence,
- in the case of intentional or negligent injury to life, body or health,
- by virtue of a guarantee promise, unless otherwise provided in that regard,
- by virtue of mandatory liability, such as under the German Product Liability Act.
(3) If the Seller negligently breaches a material contractual obligation (cardinal obligation), liability shall be limited to the foreseeable damage typical for the type of contract. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely.
(4) Any further liability of the Seller is excluded.
(5) The above liability provisions also apply with regard to the Seller''s liability for vicarious agents and legal representatives.
§ 9 Force Majeure
(1) Neither party shall be responsible for the failure to perform or delay in performing any of its obligations if and to the extent that such failure or delay is attributable to force majeure. Force majeure includes, but is not limited to: natural disasters, epidemics and pandemics, war, terrorism, civil unrest, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, lockouts, transport disruptions, power supply failures, and unavailability or shortages of raw materials, components or semi-finished products.
(2) The affected party must inform the other party without undue delay of the occurrence and expected duration of the force majeure event.
(3) If the force majeure event lasts longer than three (3) months, either party is entitled to withdraw from the affected contract by written notice to the other party.
§ 10 Set-Off and Right of Retention
(1) The Buyer may only set off claims that are undisputed or have been established by final court judgment.
(2) The Buyer may only exercise a right of retention if the counterclaim is based on the same contractual relationship.
§ 11 Intellectual Property
(1) All content of the online shop (texts, images, graphics, logos, data sheets, technical drawings, software) is protected by copyright and is the property of the Seller or its licensors. Reproduction, distribution, editing or other exploitation beyond the limits of copyright law requires the prior written consent of the Seller.
(2) Technical documentation, drawings, illustrations and other technical documents provided to the Buyer in connection with the delivery remain the property of the Seller. They may only be used for the intended use of the delivered products and may not be made accessible to third parties without the prior written consent of the Seller.
§ 12 Export Control and Sanctions
(1) The Buyer is obliged to comply with all applicable national and international (re-)export control regulations. In particular, when passing on goods to third parties, the provisions of the EU Dual-Use Regulation (EU) 2021/821, the German Foreign Trade and Payments Act (AWG), the Foreign Trade and Payments Ordinance (AWV), and, where applicable, the US Export Administration Regulations (EAR) must be observed.
(2) The Buyer shall not deliver or make available the delivered goods, directly or indirectly, to any natural or legal persons listed on a sanctions list of the European Union, the Federal Republic of Germany, the United Nations, or the United States of America.
(3) The Buyer shall, upon request, inform the Seller without undue delay of the end use and the end user of the delivered goods and, if necessary, provide the required end-use certificates.
§ 13 Confidentiality
(1) Each party undertakes to keep confidential all confidential information of the other party obtained in the course of the business relationship (in particular technical details, pricing conditions, customer information) and to use it only for the contractually agreed purposes.
(2) This obligation does not apply to information that (a) was already publicly known at the time of disclosure or subsequently becomes publicly known without fault of the receiving party, (b) was demonstrably already known to the receiving party at the time of receipt, (c) was disclosed to the receiving party by an authorised third party without a confidentiality obligation, or (d) must be disclosed due to a legal obligation.
(3) The confidentiality obligation shall continue for a period of three (3) years after the termination of the respective contractual relationship.
§ 14 Data Protection
(1) The Seller processes personal data of the Buyer in accordance with the applicable data protection regulations, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) For details on the collection, processing and use of personal data, please refer to our Privacy Policy.
§ 15 Dispute Resolution
(1) The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr. As our offer is directed exclusively at entrepreneurs, we are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
§ 16 Final Provisions
(1) Applicable Law: The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Karlsruhe, provided the Buyer is a merchant, a legal entity under public law, or a special fund under public law. However, the Seller is also entitled to bring action at the Buyer''s general place of jurisdiction.
(3) Language: These Terms and Conditions are drafted in the German language. The German version is the binding original. English translations are provided for information purposes only. In the event of any discrepancy, the German version shall prevail.
(4) Severability Clause: Should any provision of these Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision. The same applies to any gaps.
(5) Written Form Clause: Amendments and additions to these Terms and Conditions must be made in writing. This also applies to the waiver of this written form clause.