(1) All offers, purchase contracts, deliveries and services based on orders and purchase orders from our B2B business partners are subject to these General Terms and Conditions.
(2) The General Terms and Conditions apply to the purchase as well as the sale of products and services. They include all business relationships between Second IT Store GmbH (hereinafter: Second IT) and suppliers of hardware devices and services (hereinafter: suppliers) as well as all business relationships between Second IT and purchasers of hardware devices and services (hereinafter: customers).
(3) The products and services offered by Second IT are aimed at entrepreneurs. For the purposes of these General Terms and Conditions, an "entrepreneur" is a natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding the contract (Section 14 (1) BGB).
(4) Terms and conditions of customers and suppliers shall not apply, even if Second IT does not separately object to their validity in individual cases.
(5) Contracts with customers and suppliers are concluded exclusively in German or English.
2.1 Offer and conclusion of contract
(1) Unless otherwise agreed, offers are always binding and valid for at least 14 days from the date of submission of the offer.
(2) The supplier shall expressly point out to Second IT any deviations between the inquiry and the offer.
(3) A joint purchase agreement shall only come into existence upon receipt of an order or upon written acceptance of an offer from Second IT by the supplier.
2.2 Prices and terms of payment
(1) All prices are strictly net. They do not include deviations such as statutory sales tax, logistics costs, customs duties and similar charges.
(2) Unless otherwise agreed, all payments shall be made by invoice. Otherwise, a credit note may also be issued.
(3) After receipt of the invoice, Second IT shall pay it within 14 working days.
2.3 Logistics, security logistics and transfer of risk
(1) In consultation with the supplier, the decision on the appropriate logistics variant shall be made. Second IT reserves the right to determine the most suitable logistics option and the transportation company.
(2) Possible logistics options are collection on site by Second IT or by other transport companies as well as delivery by the supplier itself.
(3) Security logistics is always used as soon as compliance with the GDPR is necessary to protect personal data that also concerns companies (Chapter 3, Art. 17 GDPR).
(4) Security logistics includes the sealing of all data carriers and GPS tracking of the vehicle during collection on site. For this reason, vehicles with tarpaulins are not permitted. The vehicle will only be unsealed at the company's place of business (in-house).
(5) Security logistics shall include the use of a GDPR-compliant protective case (= Peli Cases) for delivery by the supplier itself. Second IT reserves the right to determine the most suitable protective case for processing.
(5) The goods shall be collected from the address provided by the supplier.
(6) Logistics processing without security logistics shall only take place after prior consultation with the supplier.
(7) The transfer of risk shall take place upon acceptance of the goods by Second IT at the company's place of business (in-house) or, in the case of sealed pick-ups by Second IT, upon sealing of the vehicle at the pick-up location.
(8) The supplier undertakes to state the correct quantity of goods and its transport order number on shipping documents and in communication with Second IT. If this is not done, Second IT shall not be liable for possible delays in processing.
(9) Deliveries shall be made to the registered office of the Company, unless otherwise agreed.
2.4 Collection and delivery deadlines
(1) Deadlines and dates specified by Second IT for the collection of the goods are always only approximate and may therefore be exceeded indefinitely without giving reasons.
(2) Second IT is not responsible for delays caused by the transportation company.
(3) In the event of delays, Second IT undertakes to inform the supplier immediately.
(4) In the case of deliveries by the supplier, the supplier undertakes to inform Second IT of the time of handover of the goods to the shipping company.
2.5 Processing time
(1) There is no entitlement to the agreed processing time.
(2) Second IT reserves the right to extend the processing time agreed before delivery or collection if this is not otherwise possible.
(3) Second IT undertakes to inform the supplier immediately of any anticipated deviations in the processing time.
2.6 Ownership regulation
(1) Ownership is transferred by agreement and handover, so that the buyer becomes the owner of the purchased item when it is handed over (Section 929 (1) BGB).
(2) Second IT shall be entitled, without further written consent, to return the goods received from the supplier to remarketing after the audit process has been completed in order to be able to comply with the previously agreed price.
(3) Operating system licenses that are linked to the device are transferred to Second IT together with the device and are remarketed together.
2.7 Data protection
(1) Second IT may process and store the data relating to the respective purchase contracts insofar as this is necessary for the execution and processing of the purchase contract as well as for further orders or as long as it is obliged to store this data due to legal regulations.
(2) Second IT shall not forward personal supplier data to third parties without the express consent of the supplier, unless it is legally obliged to do so.
(3) Second IT shall not be permitted to collect, transmit or otherwise process personal data of the supplier for purposes other than those specified in this section 2.7.
(4) Second IT undertakes to ensure GDPR compliance for the protection of personal data at all times. Exceptions are only permitted with the express written consent of the supplier.
(5) The supplier undertakes to maintain confidentiality with regard to all information and documents received from Second IT. These may only be disclosed to third parties with the express consent of Second IT. The confidentiality regulation shall not apply to information and documents that are already publicly known.
2.8 Liability
(1) The Supplier shall be liable within the scope of the statutory provisions.
(2) Second IT shall not be liable for damages (regardless of the legal grounds) that occur during the packaging of the goods by the supplier.
3.1 Offer and conclusion of contract
(1) The offers are non-binding.
(2) By placing an order, the customer makes a binding offer to purchase the relevant product. Second IT may accept the offer until the end of the third working day following the day of the offer.
(3) Second IT shall send the customer a confirmation of receipt of the offer immediately after receipt of the offer, which does not constitute acceptance of the offer. The offer shall only be deemed accepted by Second IT as soon as it declares acceptance to the customer (by e-mail) or dispatches the goods. The purchase contract with the customer is only concluded upon acceptance by Second IT.
3.2 Prices and terms of payment
(1) The prices include the statutory value added tax, but not shipping costs. Customs duties and similar charges shall be borne by the customer.
(2) Unless expressly agreed otherwise, Second IT shall only deliver against advance payment or cash on delivery, in each case against invoice.
(3) If delivery on account has been agreed, invoices are due for payment within 3 working days after the goods have been sent and the invoice has been received by the customer.
(4) The customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been legally established.
3.3 Delivery periods, special items
(1) Deadlines and dates specified by Second IT for the shipment of the goods are always only approximate and may therefore be exceeded by up to two working days. This shall not apply if a fixed shipping date has been agreed.
(2) All delivery periods stated or otherwise agreed by Second IT when placing the order shall commence (a) if delivery against advance payment has been agreed, on the day of receipt of the full purchase price (including VAT and shipping costs) or (b) if payment by cash on delivery or on account has been agreed, on the day of the conclusion of the purchase contract.
(3) The day on which Second IT hands over the goods to the shipping company shall be decisive for compliance with the shipping date.
(4) Even if goods are marked as "in stock" on the order form, Second IT is entitled to sell these goods at any time if
a) a reference to the limited availability of the goods has been made on the order form or
b) the delivery is made against prepayment and the payment is not received by Second IT within a period of 3 working days after acceptance of the offer.
In these cases, shipment within the agreed period or the period specified by Second IT shall only take place while stocks last.
(5) If no delivery period is specified or otherwise agreed or if Second IT is no longer obliged to comply with an agreed delivery period due to the sale permitted under paragraph 4, shipment within three weeks from the relevant start of the delivery period pursuant to paragraph 2 shall be deemed agreed.
(6) In the event that the supplier does not deliver goods to Second IT on time which are indicated as "not in stock" on the order form or which have been sold off according to paragraph 4, the relevant delivery period according to this clause 3.3 shall be extended until the delivery by the supplier plus a period of three working days, but by a maximum period of three weeks, provided that Second IT is not responsible for the delay in delivery by the supplier and has reordered the goods immediately.
(7) If the goods cannot be delivered or cannot be delivered in time for one of the reasons mentioned in paragraph 6, Second IT shall notify the customer immediately. If the goods are not available from the supplier for the foreseeable future, Second IT shall be entitled to withdraw from the purchase contract. In the event of a withdrawal, Second IT shall immediately reimburse the customer for payments made to Second IT. The statutory rights of the customer due to delayed delivery shall not be affected by the above provision, whereby the customer may only demand compensation for damages in accordance with the special provisions of section 3.7 of these General Terms and Conditions.
(8) Second IT shall be entitled to make partial deliveries of separately usable products included in an order, whereby it shall bear the additional shipping costs caused thereby.
3.4 Shipping, insurance and transfer of risk
(1) Unless expressly agreed otherwise, Second IT shall determine the appropriate mode of shipment and the transportation company at its reasonable discretion.
(2) Second IT shall only be responsible for the timely and proper delivery of the goods to the transport company and shall not be responsible for delays caused by the transport company. A shipping time stated by Second IT is therefore non-binding.
(3) In all cases, the risk shall be transferred to the customer upon delivery of the goods to the transportation company if Second IT is only responsible for the shipment.
(4) Second IT shall only be obliged to take out transport insurance if expressly instructed to do so in writing by the buyer; the costs of this insurance shall be borne by the buyer.
(5) If Second IT is entitled to claim damages for non-performance due to non-acceptance by the buyer, it may demand 15 % of the order amount from the buyer as damages without providing further evidence. This shall not affect the right of the buyer to prove a lower damage to Second IT and the right of Second IT to prove a higher damage.
3.5 Retention of title
(1) Second IT shall retain ownership of the goods delivered by Second IT until full payment of the purchase price (including VAT and shipping costs) for the goods in question.
(2) The customer shall not be entitled to resell the goods delivered by Second IT and still subject to retention of title without the prior written consent of Second IT.
3.6 Warranty
(1) If the delivered goods have a material defect, Second IT may choose between remedying the defect or delivering a defect-free item; this choice can only be made by notifying the customer in text form (also by fax or e-mail) within three working days of receipt of the notification of the defect.
(2) If the supplementary performance pursuant to Clause 7 (1) fails or is unreasonable for the customer or Second IT refuses the supplementary performance, the customer shall be entitled in each case in accordance with the applicable law to withdraw from the purchase contract, to reduce the purchase price or to demand compensation for damages or reimbursement of its futile expenses. The special provisions of item 8 of these General Terms and Conditions shall also apply to the customer's claims for damages.
(3) The limitation period for warranty claims against entrepreneurs for newly manufactured items is 1 year, for used items it is excluded.
The above shortening of the limitation period does not apply to claims for damages by the customer due to injury to life, limb or health or to claims for damages due to a breach of material contractual obligations. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
The above shortening of the limitation period also does not apply to claims for damages based on an intentional or grossly negligent breach of duty by the provider, its legal representatives or vicarious agents. The statutory periods for the right of recourse according to § 478 BGB remain unaffected.
(4) The customer shall carefully inspect the goods immediately after delivery. The delivered goods shall be deemed approved by the customer if a defect is not reported to Second IT (i) in the case of obvious defects within three working days after delivery or (ii) otherwise within three working days after discovery of the defect.
3.7 Liability
(1) Second IT's liability for late delivery shall be limited to an amount of 5% of the respective purchase price (including VAT), except in cases of intent or gross negligence.
(2) Second IT shall not be liable (regardless of the legal grounds) for damages that are not typically to be expected during normal use of the goods. This liability is also excluded for damages resulting from data loss if the recovery is not possible or is made more difficult due to missing or insufficient data backup. The above limitations of liability shall not apply in the event of intent or gross negligence.
(3) The limitations of this § 8 shall not apply to Second IT's liability for guaranteed characteristics within the meaning of § 444 BGB. § 444 BGB, due to injury to life, body or health or according to the Product Liability Act.
3.8 Data protection
(1) Second IT may process and store the data relating to the respective purchase contracts insofar as this is necessary for the execution and processing of the purchase contract and as long as Second IT is obliged to store this data due to legal regulations.
(2) Second IT reserves the right to transfer personal data of the customer to credit agencies, insofar as this is necessary for the purpose of a credit check, provided that the customer expressly agrees to this in individual cases. Second IT shall also not forward personal customer data to third parties without the customer's express consent, unless it is legally obliged to do so.
(3) Second IT shall not be permitted to collect, transmit or otherwise process the customer's personal data for purposes other than those specified in this Section 3.8.
(1) This contract and the legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all claims arising from the business relationship with merchants and contractual partners without a general place of jurisdiction in Germany shall be Schwäbisch Hall.
(2) The place of performance is the registered office of the company.
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