Liability Disclaimer: The following template has been created by a lawyer (https://drschwenke.de) according to the typical requirements of an online store. However, you should only use this template after careful review and customization for your specific business model. The following template contains additional notes that you need to pay attention to, as well as highlighted passages that you must particularly review and potentially adjust. Please remove the notes after editing. If in doubt, seek legal advice.
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Terms and Conditions with Customer Information

1. Geltungsbereich
2. Angebote und Leistungsbeschreibungen
3. Bestellvorgang und Vertragsabschluss
4. Preise und Versandkosten
5. Lieferung, Warenverfügbarkeit
6. Zahlungsmodalitäten
7. Eigentumsvorbehalt
8. Kundenkonto
9. Sachmängelgewährleistung und Garantie
10. Haftung
11. Speicherung des Vertragstextes
12. Schlussbestimmungen

1. Scope
1.1. The following Terms and Conditions apply exclusively to the business relationship between [Insert: DemoShop e.K., Owner: Max Muster, Demostraße 1, 12345 Demostadt] (hereinafter “Seller”) and the customer (hereinafter “Customer”) in their version valid at the time of the order.

1.2. A consumer within the meaning of these Terms and Conditions is any natural person who concludes a legal transaction for purposes that are predominantly not related to their commercial or independent professional activity. An entrepreneur is a natural or legal person or a legally capable partnership who acts in the course of their commercial or independent professional activity when entering into a legal transaction.

1.3. Deviating conditions of the customer will not be accepted unless the seller expressly agrees to their validity.

2. Offers and Descriptions of Services
2.1 The presentation of products in the online shop does not constitute a legally binding offer, but rather an invitation to place an order. Descriptions of services in catalogs and on the seller’s websites do not constitute assurances or guarantees.

2.2 All offers are valid “while stocks last,” unless otherwise stated for the products. Errors are also reserved.

Note: Please enter the relevant button labels below.
3. Order Process and Conclusion of Contract
3.1. The customer can select products from the seller’s assortment without obligation and add them to a so-called shopping cart by clicking the button labeled: < [in den Warenkorb] >. Within the shopping cart, the product selection can be modified, e.g., deleted. Afterward, the customer can proceed to complete the order process by clicking the button labeled: < [Weiter zur Kasse] > within the shopping cart.

3.2 By clicking the button labeled: < [zahlungspflichtig bestellen] >, the customer submits a binding offer to purchase the items in the shopping cart. Before submitting the order, the customer can change and review the data at any time, and use the browser function “back” to return to the shopping cart or cancel the order process entirely. Required fields are marked with an asterisk (*).

3.3 The seller will then send the customer an automatic acknowledgment of receipt by email, in which the customer’s order is listed again, and which the customer can print using the “Print” function (order confirmation). The automatic acknowledgment of receipt merely documents that the customer’s order has been received by the seller and does not constitute acceptance of the offer. The contract of sale is concluded only when the seller ships the ordered product to the customer within 2 days, hands it over, or confirms the shipment to the customer within 2 days via a second email, an explicit order confirmation, or by sending the invoice. Acceptance can also occur through a payment request directed by the seller to the customer and, at the latest, upon completion of the payment process. In the case of multiple acceptance actions, the earliest acceptance date is decisive. If the seller does not accept the customer’s offer within the acceptance period, no contract is concluded, and the customer is no longer bound by their offer.

3.4 In the case of customers who are businesses, the aforementioned period for shipping, delivery, or order confirmation is seven days instead of two days.

3.5 If the seller allows prepayment, the contract is concluded when the bank details and payment request are provided. If payment is not received by the seller within 10 calendar days after the order confirmation has been sent, despite the payment being due and a subsequent reminder, the seller may withdraw from the contract, resulting in the order becoming void and the seller having no obligation to deliver. The order will then be considered completed for both the buyer and the seller without further consequences. A reservation of the item for prepayment is therefore only valid for a maximum of 10 calendar days.

4. Prices and Shipping Costs
4.1. All prices listed on the seller’s website include the applicable statutory value-added tax.

4.2 In addition to the listed prices, the seller charges shipping costs for delivery. The shipping costs are clearly communicated to the buyer on a separate information page and during the order process.

5. Delivery, Product Availability
5.1. If prepayment has been agreed, delivery will take place after the receipt of the invoice amount.

5.2 If the delivery of the goods fails due to the buyer’s fault despite three delivery attempts, the seller may withdraw from the contract. Any payments made will be refunded to the customer immediately.

5.3 If the ordered product is unavailable because the seller is not supplied by their supplier without their fault, the seller may withdraw from the contract. In this case, the seller will inform the customer immediately and may offer the delivery of a comparable product. If no comparable product is available or the customer does not wish to receive a comparable product, the seller will refund any payments already made to the customer without delay.

5.4 Customers will be informed about delivery times and delivery restrictions (e.g., limitation of deliveries to certain countries) on a separate information page or within the respective product description.

5.5 In the case of customers who are businesses, the risk of accidental loss or deterioration of the goods passes to the buyer as soon as the seller has handed the goods over to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment. The specified delivery dates and deadlines are, unless otherwise agreed, not fixed dates.

5.6 Delivery and performance delays due to force majeure and unforeseen events that make delivery substantially more difficult or impossible for the seller are not the seller’s responsibility towards customers who are businesses, even in the case of binding deadlines and dates. In this case, the seller is entitled to postpone delivery or performance by the duration of the hindrance plus a reasonable start-up period. The right to extend the deadline also applies to customers who are businesses in cases of unforeseen events affecting the operation of a supplier, and neither the supplier nor the seller is responsible for them. During the duration of this hindrance, the customer is also relieved from their contractual obligations, particularly payment. If the delay is unreasonable for the customer, they can withdraw from the contract by providing written notice after setting a reasonable deadline or through mutual agreement with the seller.

6. Payment Terms
6.1. The customer can choose from the available payment methods within the framework and before completing the order process. Customers will be informed about the available payment methods on a separate information page.

6.2 If payment by invoice is possible, the payment must be made within 30 days after receipt of the goods and the invoice. For all other payment methods, payment must be made in advance without any deduction.

6.3 If third parties are involved in processing the payment, such as PayPal, their terms and conditions apply.

6.4 If the payment due date is determined by the calendar, the customer will be in default as soon as the deadline is missed. In this case, the customer must pay the statutory default interest.

6.5 The customer’s obligation to pay default interest does not exclude the seller from claiming further damages caused by the delay.

6.6 The customer is only entitled to set off if their counterclaims have been legally established or acknowledged by the seller. The customer may exercise a right of retention only to the extent that the claims arise from the same contractual relationship.

7. Retention of Title
Until full payment is made, the delivered goods remain the property of the seller.
For customers who are businesses, the following also applies: The seller retains ownership of the goods until all claims arising from an ongoing business relationship have been fully settled. The buyer is obligated to handle the goods carefully until ownership is transferred to them. In particular, they must insure the goods against theft, fire, and water damage at their own expense, to the replacement value, where appropriate or industry-standard. If maintenance and inspection work needs to be carried out, the buyer must do so at their own cost in a timely manner. The processing or transformation of the retained goods by the customer is always carried out for the seller. If the retained goods are processed with other items that do not belong to the seller, the seller acquires co-ownership of the new item in proportion to the value of the retained goods to the other processed items at the time of processing. The same applies to the new item as for the retained goods. The customer also assigns the claims arising from the connection of the retained goods with real property to the seller to secure the seller’s claims against the customer. Any third-party claims on goods owned or co-owned by the seller must be reported by the customer without delay. The costs incurred due to such interventions, such as third-party opposition proceedings or costs for extra-judicial release, are borne by the customer. The customer is entitled to resell the retained goods in the ordinary course of business. Any claims arising from resale or other legal grounds concerning the retained goods (including all balance claims from current accounts) are already assigned to the seller to secure the seller’s claims. The seller authorizes the customer to collect the assigned claims on behalf of the seller and in the seller’s own name. This authorization can be revoked if the customer fails to fulfill their payment obligations properly. The seller agrees to release the securities due to the seller upon the customer’s request if their total sales value exceeds the sum of all outstanding claims of the seller from the business relationship by more than 10% (or 50% in the case of a liquidation risk). The choice of which securities to release lies with the seller. Upon settlement of all the seller’s claims from delivery transactions, ownership of the retained goods and the assigned claims pass to the buyer. The choice of which securities to release lies with the seller.

8. Customer Account

8.1 The seller provides the customer with a customer account. Within the customer account, the customer will be provided with information about their orders and their stored customer data with the seller. The information stored in the customer account is not public.

8.2 Alternative: To place an order, customers must create a customer account. Guest checkout is not possible. / Customers can also place an order as a guest without needing to create a customer account.

8.3 Customers are obligated to provide truthful information in their customer account and to update the information if there are any changes to the actual circumstances (e.g., a changed email address in case of a change or a new postal address before placing an order). Customers are responsible for any disadvantages arising from incorrect information.

8.4 The customer account may only be used in accordance with applicable legal provisions, particularly those protecting the rights of third parties, and in accordance with the seller’s terms and conditions, using the access interfaces and other technical access methods provided by the seller. Any other type of use, especially through external software such as bots or crawlers, is prohibited.

8.5 If customers store, provide, or otherwise submit content or information (hereinafter referred to as “Content”) within the customer account, the customers are responsible for this content. The seller does not claim ownership of the customers’ content. However, the seller reserves the right to take appropriate actions depending on the extent of legal violation risks posed by the content, especially risks to third parties. Actions that meet the criteria of necessity, appropriateness, diligence, objectivity, and feasibility, while considering the interests of all parties involved, particularly the fundamental rights of the customers, may include (partial) deletion of content, requests for actions or statements, warnings, and bans from the premises.

8.6 Customers may terminate their customer account at any time. The seller may terminate the customer account at any time with a reasonable notice period, usually two weeks. The termination must be reasonable for the customer. The seller reserves the right to terminate the account for extraordinary reasons.

8.7 From the point of termination, the customer account and the information stored in the customer account will no longer be available to the customer. It is the customer’s responsibility to back up their data when terminating the customer account.

9. Warranty for Defects and Guarantee
9.1 The warranty (liability for defects) is determined in accordance with legal regulations, subject to the following provisions.

9.2 A guarantee exists for the goods supplied by the seller only if it has been explicitly provided. Customers will be informed about the warranty conditions before the order process is initiated.

9.3 If the customer is a business, they must inspect the goods immediately, irrespective of their legal duty to notify, and report any visible defects to the supplier in writing without delay, but no later than two weeks after delivery. Any hidden defects must be reported immediately, but no later than two weeks after discovery. Commercially acceptable deviations in quality, weight, size, thickness, width, equipment, pattern, and color according to industry standards are not considered defects.

9.4 If the customer is a business, the choice between repair or replacement of defective goods is made by the seller.

9.5 Defects in goods, regardless of the liability provisions of these terms and conditions, generally expire one year after the transfer of risk for business customers, unless longer periods are required by law, especially in cases of special provisions for the business customer’s right of recourse. For used goods, the warranty is excluded for business customers.

9.6 If the customer, who is a business customer, has incorporated or attached the defective item into or to another item according to its type and intended use in accordance with Section 439 (3) BGB, the seller, unless otherwise explicitly agreed and without prejudice to other warranty obligations, is not obligated to reimburse the customer for the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item as part of supplementary performance. Accordingly, the seller is also not liable for reimbursing expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item in the event of a recourse by the customer within the supply chain (i.e., between the customer and its customers).

10. Liability
10.1 The seller’s liability for damages is subject to the following exclusions and limitations, notwithstanding other statutory requirements for claims.

10.2 The seller is fully liable if the cause of the damage is based on intent or gross negligence.

10.3 Furthermore, the seller is liable for the slight negligent violation of essential obligations, the breach of which jeopardizes the achievement of the contractual purpose, or for the violation of obligations whose fulfillment is necessary for the proper execution of the contract and on which the customer regularly relies. In this case, however, the seller is only liable for foreseeable, typical contractual damages. The seller is not liable for the slight negligent violation of obligations other than those mentioned in the preceding sentences.

10.4 The above-mentioned limitations of liability do not apply in cases of injury to life, body, and health, for defects after the assumption of a guarantee for the condition of the product, and for fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

10.5 Insofar as the seller’s liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents.

11. Storage of the contract text
11.1 The customer can print the contract text before submitting the order to the seller by using the print function of their browser in the final step of the order process.

11.2. The seller will also send the customer an order confirmation with all order details to the email address provided by the customer. With the order confirmation, but at the latest upon delivery of the goods, the customer will also receive a copy of the terms and conditions, the cancellation policy, and information about shipping costs, as well as delivery and payment terms. If you have registered in our shop, you can view your placed orders in your profile area. Additionally, we store the contract text but do not make it accessible on the internet.

11.3 Customers who are entrepreneurs can receive the contractual documents via email, in writing, or through a reference to an online source.

12. Final Provisions
12.1. If the buyer is an entrepreneur, unless otherwise agreed or mandatory legal provisions apply, the place of performance is the seller’s registered office, while the jurisdiction is at the seller’s location if the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the buyer does not have a general jurisdiction in the seller’s location. The seller reserves the right to choose another permissible jurisdiction.

12.2. In the case of entrepreneurs, the law of [please select: < [Bundesrepublik Deutschland / Republik Österreich] >] applies, excluding the UN Sales Convention, unless there are mandatory legal provisions to the contrary.

12.3. The language of the contract is German.

12.4. European Commission’s platform for online dispute resolution (ODR) for consumers: http://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
Note: Please ensure that the link http://ec.europa.eu/consumers/odr/ is clickable. If you are required or wish to participate in a dispute resolution procedure before a consumer arbitration board, please modify the statement accordingly (“We are willing to settle disputes with consumers before the following consumer arbitration board” or “We are obliged to settle disputes with consumers before the following consumer arbitration board” and provide the relevant dispute resolution body and address).