1.1These General Terms and Conditions (hereinafter “GTC”) of Novicos GmbH (hereinafter “Seller”) apply to all contracts for the delivery of goods that a consumer or business (hereinafter “Customer”) enters into with the Seller regarding the goods displayed by the Seller in its online store. The inclusion of the Customer’s own terms and conditions is hereby rejected, unless otherwise agreed.
1.2These Terms and Conditions apply mutatis mutandis to contracts for the delivery of goods with digital elements, unless otherwise specified. In such cases, in addition to delivering the goods, the Seller is obligated to provide digital content or digital services (hereinafter “digital products”) that are incorporated into or linked to the goods in such a way that the goods cannot perform their functions without them.
1.3These Terms and Conditions apply mutatis mutandis to contracts for the provision of license keys, unless otherwise specified herein. In such cases, the Seller is obligated to provide a license key for the use of the digital content or digital services described by the Seller (hereinafter “digital products”) and to grant the contractually agreed rights to use the respective digital products. The customer does not acquire any intellectual property rights to the digital product. The seller’s respective product description is decisive regarding the nature of the digital product.
1.4For the purposes of these Terms and Conditions, a “consumer” is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor related to their independent professional activity.
1.5For the purposes of these Terms and Conditions, a “business entity” means a natural person, a legal entity, or a partnership with legal capacity that acts in the course of its commercial or self-employed professional activities when entering into a legal transaction.
1.6Depending on the Seller’s product description, the subject matter of the contract may be either the purchase of goods via a one-time delivery or the purchase of goods via a recurring delivery (hereinafter “Subscription Agreement”). Under the subscription agreement, the seller undertakes to deliver the contractually agreed goods to the customer for the duration of the agreed contract term at the contractually agreed intervals.
2.1The product descriptions contained in the Seller’s online store do not constitute binding offers on the part of the Seller, but are intended to enable the Customer to submit a binding offer.
2.2The customer may submit an offer using the online order form integrated into the seller’s online store. After adding the selected items to the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding offer to enter into a contract for the items in the shopping cart by clicking the button that finalizes the order process. Furthermore, the customer may also submit the offer to the seller via email, fax, the online contact form, mail, or telephone.
2.3The seller may accept the customer’s offer within five days,
If more than one of the aforementioned alternatives applies, the contract is concluded at the time the first of these alternatives occurs. The period for accepting the offer begins on the day after the customer sends the offer and ends at the close of the fifth day following the sending of the offer. If the seller does not accept the customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the result that the customer is no longer bound by their declaration of intent.
2.4When an order is placed using the Seller’s online order form, the Seller will save the contract text after the contract is concluded and send it to the Customer in writing (e.g., via email, fax, or letter) after the Customer submits the order. The Seller will not make the contract text available in any other way. If the Customer has created a user account in the Seller’s online store prior to submitting their order, the order data will be archived on the Seller’s website and can be accessed by the Customer free of charge via their password-protected user account by entering the corresponding login credentials.
2.5Before submitting a binding order via the Seller’s online order form, the Customer can identify any input errors by carefully reading the information displayed on the screen. An effective technical tool for better identifying input errors can be the browser’s zoom function, which enlarges the display on the screen. During the electronic ordering process, the customer can correct their entries using standard keyboard and mouse functions until they click the button that completes the ordering process.
2.6The contract can be concluded in various languages. The specific language options are displayed in the online store.
2.7Order processing and communication generally take place via email and automated order processing. The customer must ensure that the email address provided for order processing is accurate so that emails sent by the seller can be received at that address. In particular, if using spam filters, the customer must ensure that all emails sent by the seller or by third parties commissioned by the seller to process the order can be delivered.
3.1Consumers generally have the right to cancel.
3.2Further information regarding the right of withdrawal can be found in the seller’s cancellation policy.
4.1Unless otherwise stated in the seller’s product description, the prices listed are total prices that include the applicable sales tax. Any additional delivery and shipping costs will be listed separately in the respective product description.
4.2For deliveries to countries outside the European Union, additional costs may arise in individual cases for which the seller is not responsible and which must be borne by the customer. These include, for example, costs associated with money transfers through financial institutions (e.g., transfer fees, exchange rate fees) or import duties and taxes (e.g., customs duties). Such costs may also arise in connection with the transfer of funds even if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.
4.3The available payment options are listed for the customer in the seller’s online store.
4.4If payment in advance by bank transfer has been agreed upon, payment is due immediately upon conclusion of the contract, unless the parties have agreed on a later due date.
4.5If a payment method offered via the "Shopify Payments" payment service is selected, payment processing is handled by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The specific payment methods offered via Shopify Payments are communicated to the customer in the seller’s online store. To process payments, Stripe may use additional payment services, which may be subject to specific payment terms and conditions that the customer may be notified of separately. Further information about "Shopify Payments" is available online at https://www.shopify.com/legal/terms-payments-de.
4.6If the “Purchase on Invoice” payment method is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid in full within 30 (thirty) days of receipt of the invoice, unless otherwise agreed. The Seller reserves the right to offer the “purchase on account” payment method only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the Seller will inform the customer of such a payment restriction in the payment information section of the online store. The Seller further reserves the right to conduct a credit check when the “purchase on account” payment method is selected and to reject this payment method if the credit check yields a negative result.
4.7If the “Purchase on Invoice” payment method is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid in full within the time limit specified on the invoice, unless otherwise agreed. The Seller reserves the right to offer the “purchase on account” payment method only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the Seller will notify the customer of such a payment restriction in the payment information section of the online store. The seller further reserves the right to conduct a credit check when the “purchase on account” payment method is selected and to reject this payment method if the credit check is negative.
4.8If the “Purchase on Invoice” payment method is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid in full within 30 (thirty) days of receipt of the invoice, unless otherwise agreed. The Seller reserves the right to offer the “purchase on account” payment method only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the Seller will notify the customer of such a payment restriction in the payment information provided in the online store.
4.9If the “Purchase on Invoice” payment method is selected, the purchase price becomes due after the goods have been delivered and invoiced. In this case, the purchase price must be paid in full within the time limit specified on the invoice, unless otherwise agreed. The Seller reserves the right to offer the “purchase on account” payment method only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. In this case, the Seller will notify the customer of such a payment restriction in the payment information provided in the online store.
5.1If the Seller offers to ship the goods, delivery will be made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. For the purposes of processing the transaction, the delivery address specified in the Seller’s order processing system shall be decisive.
5.2For goods delivered by a freight carrier, delivery is made “curb-side,” meaning to the public curb nearest the delivery address, unless otherwise specified in the shipping information on the Seller’s online store or unless otherwise agreed.
5.3If delivery of the goods fails for reasons attributable to the customer, the customer shall bear the reasonable costs incurred by the seller as a result. This does not apply to the costs of the initial shipment if the customer effectively exercises their right of withdrawal. If the customer effectively exercises their right of withdrawal, the provisions set forth in the seller’s cancellation policy shall apply to the costs of returning the goods.
5.4If the customer is acting as a business, the risk of accidental loss or accidental deterioration of the goods sold passes to the customer as soon as the seller has handed over the goods to the shipping agent, the carrier, or any other person or entity designated to carry out the shipment. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the sold goods generally passes only upon delivery of the goods to the customer or an authorized recipient. Notwithstanding the foregoing, the risk of accidental loss and accidental deterioration of the sold goods passes to the customer—even in the case of consumers— as soon as the seller has delivered the goods to the forwarding agent, the carrier, or any other person or entity designated to carry out the shipment, if the customer has commissioned the forwarding agent, the carrier, or any other person or entity designated to carry out the shipment, and the seller has not previously named this person or entity to the customer.
5.5The Seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the Seller. This applies only if the Seller is not responsible for the non-delivery and has entered into a specific covering transaction with the supplier with due diligence. The Seller will make every reasonable effort to procure the goods. In the event that the goods are unavailable or only partially available, the Customer will be notified immediately and the purchase price will be refunded without delay.
5.6For logistical reasons, self-pickup is not possible.
5.7License keys are provided to the customer as follows:
- by email
6.1The license key provided entitles the customer to use the digital product specified in the seller’s product description to the extent described therein.
6.2If the license key pertains to a one-time provision of digital content, the grant of rights shall not take effect until the customer has paid the full amount due.
7.1Subscription agreements are entered into for a fixed term, as specified in the respective product description in the Seller’s online store, and automatically terminate upon the expiration of the term.
7.2The right to terminate the contract for cause remains unaffected. Cause exists if, taking into account all the circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination date or until the expiration of a notice period.
7.3Notices of termination must be given in writing or in text form (e.g., by email).
If the seller delivers the goods in advance, the seller retains title to the delivered goods until the purchase price owed has been paid in full.
Unless otherwise provided in the following provisions, the statutory provisions regarding liability for defects shall apply. Notwithstanding the foregoing, the following shall apply to contracts for the delivery of goods:
9.1If the customer is acting as a business,
9.2The limitations of liability and shortened time limits set forth above do not apply
9.3Furthermore, with respect to business customers, the statutory limitation periods for any existing statutory right of recourse remain unaffected.
9.4If the customer is acting as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the customer is subject to the commercial duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). If the customer fails to comply with the notification obligations set forth therein, the goods shall be deemed to have been accepted.
9.5If the customer is acting as a consumer, they are requested to file a complaint with the delivery service regarding any goods delivered with obvious transport damage and to notify the seller of this. Failure to do so shall have no effect on the customer’s statutory or contractual claims for defects.
The Seller shall be liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:
10.1The seller shall be fully liable on any legal grounds
10.2If the Seller negligently breaches a material contractual obligation, liability is limited to foreseeable damages typical for this type of contract, unless unlimited liability applies in accordance with the preceding paragraph. Material contractual obligations are obligations that the contract imposes on the Seller by its terms to achieve the purpose of the contract, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the Customer may regularly rely.
10.3In all other respects, the Seller’s liability is excluded.
10.4The foregoing liability provisions also apply with respect to the Seller’s liability for its agents and legal representatives.
11.1If, under the terms of the contract, the Seller is obligated not only to deliver the goods but also to process them according to the Customer’s specific instructions, the Customer must provide the Seller with all content required for such processing—such as text, images, or graphics—in the file formats, formatting, image sizes, and file sizes specified by the Seller, and must grant the Seller the necessary rights of use for this purpose. The customer is solely responsible for procuring and acquiring the rights to this content. The customer declares and assumes responsibility for ensuring that they have the right to use the content provided to the seller. In particular, they shall ensure that no third-party rights are infringed, especially copyrights, trademark rights, and personality rights.
11.2The Customer shall indemnify the Seller against any claims that third parties may assert against the Seller in connection with an infringement of their rights resulting from the Seller’s use of the Customer’s content in accordance with the contract. The Customer shall also bear the necessary costs of legal defense, including all court and attorney’s fees in the statutory amount. This shall not apply if the Customer is not responsible for the infringement. In the event of a claim by a third party, the Customer is obligated to provide the Seller immediately, truthfully, and completely with all information necessary for the examination of the claims and for a defense.
11.3The Seller reserves the right to refuse processing orders if the content provided by the Customer for this purpose violates any legal or regulatory prohibitions or is contrary to public decency. This applies in particular to content that is anti-constitutional, racist, xenophobic, discriminatory, offensive, harmful to minors, and/or glorifies violence.
If, under the terms of the contract, the seller is obligated not only to deliver the goods but also to assemble or install them at the customer’s premises, as well as to carry out any necessary preparatory work (e.g., measurements), the following applies:
12.1The Seller shall perform its services, at its discretion, either personally or through qualified personnel selected by the Seller. In doing so, the Seller may also engage the services of third parties (subcontractors) acting on its behalf. Unless otherwise specified in the Seller’s service description, the Customer has no right to select a specific person to perform the requested service.
12.2The Customer must provide the Seller with all information necessary for the performance of the agreed services in a complete and truthful manner, unless the Seller is responsible for obtaining such information under the terms of the contract.
12.3After the contract is concluded, the Seller will contact the Customer to schedule an appointment for the performance of the services. The Customer shall ensure that the Seller or its designated personnel have access to the Customer’s relevant facilities at the agreed time.
12.4The risk of accidental loss or accidental deterioration of the goods sold shall not pass to the customer until the installation work has been completed and the goods have been handed over to the customer.
13.1If the Customer is acting as a business entity, the Customer may not, either directly or indirectly, sell, export, or re-export goods delivered under or in connection with this Agreement that fall within the scope of Article 12g of Regulation (EU) No. 833/2014 to the Russian Federation or for use in the Russian Federation.
13.2The customer must ensure that the purpose of this provision is not undermined by third parties in the supply chain, including any resellers.
13.3The Customer shall establish and maintain an appropriate monitoring mechanism to detect any conduct by third parties in the supply chain, including potential resellers, that would frustrate the purpose of this provision.
13.4Any breach of any of the foregoing obligations constitutes a material breach of a material term of this Agreement and entitles the Seller to terminate the Agreement.
13.5If the Customer culpably breaches any of the foregoing obligations, the Customer shall be obligated to pay the Seller a contractual penalty in an appropriate amount. The amount of the contractual penalty shall be determined by the Seller at its reasonable discretion and may be reviewed by a court at the Customer’s request in the event of a dispute. Any additional claim for damages to which the Seller may be entitled remains unaffected by this provision.
13.6The Customer shall promptly notify the Seller of any issues arising from the application of this provision, including any relevant activities by third parties that could frustrate the purpose of this provision. Upon request, the Customer shall provide the Seller with information regarding compliance with the obligations under this provision within two weeks.
14.1Vouchers issued free of charge by the Seller as part of promotional campaigns with a specific validity period, which cannot be purchased by the Customer (hereinafter “Promotional Vouchers”), may only be redeemed in the Seller’s online store and only during the specified period.
14.2Certain products may be excluded from the voucher promotion if such a restriction is specified in the terms of the promotional voucher.
14.3Promotional coupons can only be redeemed before the order process is completed. They cannot be applied retroactively.
Only one promotional coupon may be redeemed per order.
14.5If the promotional voucher specifies a specific amount rather than a percentage discount, the value of the merchandise must be at least equal to the amount of the promotional voucher. The seller will not refund any remaining balance.
14.6If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the seller may be selected to pay the remaining balance.
14.7The value of a promotional voucher will not be paid out in cash nor will it accrue interest.
14.8The promotional voucher will not be refunded if the customer returns goods paid for in whole or in part with the promotional voucher under their statutory right of withdrawal.
14.9The promotional voucher is transferable. The Seller may make performance to the respective holder who redeems the promotional voucher in the Seller’s online store with discharging effect. This does not apply if the Seller has knowledge or is grossly negligent in failing to recognize the respective holder’s lack of entitlement, legal incapacity, or lack of authority to act on behalf of another.
All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws on the international sale of goods. With respect to consumers, this choice of law shall apply only to the extent that it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the country in which the consumer has his or her habitual residence.
If the customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the exclusive venue for all disputes arising from this contract shall be the seller’s place of business. If the customer is based outside the territory of the Federal Republic of Germany, the seller’s place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer’s professional or commercial activities. In the foregoing cases, however, the seller is in any event entitled to bring an action before the court at the customer’s place of business.
The seller is neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
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