§ 1 Validity

These terms and conditions govern the contractual terms for all transactions to be conducted between business customers, government agencies, associations, etc. (the "Business partners") and the Optamit GmbH (hereinafter "we").The following terms and conditions apply to all Business relations of the company Optamit GmbH, Business address: 50858 Köln, Court of Registration: Köln: HRB 56261, Managing Director: Amit Gormanns, and their business partner.

Registered office details:

Office (only for Mailing, no Product Shipments, no Returns)
Optamit GmbH
Bachemerstr. 418
50935 Köln
Germany

Warehouse (for Product Shipments)
Optamit GmbH
c/o trans-o-flex Logistik-Service GmbH
Ernst-Heinrich-Geist-Str. 9-11
50226 Frechen
Germany
Tel.: +49 221 70900670
Fax:  +49 221 70900679
Email: info@optamit.de
www.optamit.de

Business customers are all natural or legal persons / companies with legal capacity to act in the finalization of the contract in their commercial or independent professional activity. Authorities, associations, etc. are public or private institutions that do not order for the purpose of personal and private interest.                   
In our online shop www.optamit.de the business customer confirm the order process, reads the terms and conditions and recognize it explicitly and without further explanation. Different conditions of the business customers are not valid. Exceptions require written approval by the Optamit GmbH.

§ 2 Contract Conclusion

The offers on our website simply display product and price information and not a legal offer. We are therefore not obligated to deliver in case of non-availability. 

A legally binding contract is first concluded when we accept the customer order by means of a separate order acceptance, a dispatch confirmation or by dispatching the goods. Please note that prepaid goods will only be dispatched once the full payment amount has been received in our account.

We are legitimated to deliver goods with comparable quality and price, if the ordered goods are not available and the customer declares the acceptance of this article change.

§ 3 Offers

The prices shown are final prices, meaning that they include the respectively valid statutory VAT and other price components.
Possible delivery costs will be added. The amount of the delivery costs depends on purchase price, weight and delivery address. We are always taking care that the offered articles, especially pictures, descriptions and prices are free of errors and advise that typing errors related to pricing are not binding.

§ 4 Delivery

All orders will be handled directly. The products will be delivered to the place, the customer declares as delivery place. Requirements of compensation because of defaults are excluded.
Our delivery obligation is subject to timely and proper delivery, unless that incorrect or late delivery or non-delivery is caused by us.
We are not obliged to supply, if this is impossible by force majeur. A possible purchase price already paid will be refunded immediately.
We may refuse delivery if this requires an effort that is disproportionate with respect to the contents of the purchase contract and the principle of good faith, taking into account the interests of business in the completion of the purchase contract.
Deadlines for meeting delivery deadlines and the date of dispatch from the factory or warehouse is decisive. They apply with the notice of readiness as fulfilled, when the goods are not beyond our control.
If the delivery of the product fails, we are no longer required to deliver a second time. You will be refunded immediately, if you already paid.
If we do not deliver the goods according to the contract, the business customer has to send us a deadline of two weeks to provide the service. Only after this period, the business customer is entitled to withdraw from the contract.

§ 5 Partial Delivery

We always make an effort to ship your orders to you complete. If, however, as an exception, of course only to a reasonable extent, additional deliveries are necessary, you will not be charged initially for articles that are identified on the invoice as an additional delivery and they will be placed on backorder. The shipping for the additional delivery will be free of charge. The rights that you incur otherwise as a result of the partial delivery, in particular as a result of delay or lack of delivery, will remain unaffected.

§ 6 Payment Terms

The following payment methods can be used when placing orders via our online shop:

The delivery of an invoice requires a successful credit check.

• Payment by direct debit

When paying via direct debit, the amount will be charged after the order has been shipped.

• Advance payment transfer

Please transfer the payment amount on our account by using account no. and bank code for German transfers. For orders coming from the rest of Europe, please transfer the invoice amount by using the IBAN and SWIFT. The invoice amount should reach the Optamit account within 10 days after the order has been placed. The delivery dates become valid and the reserved goods will be dispatched as soon as the amount reaches our account. If the goods are not available off-the-shelf, they will only be ordered from the supplier on receipt of your payment and delivered to you once received by Optamit. If the business customer has a default of payment, he must pay the purchase price including interest on delays with the rate of 8% above the base rate. We reserve the right to prove a higher loss and claim.
If you choose the payment option “debit granted”, the business customer authorizes Optamit for direct debit. The amount will be deducted by us from the specified bank account. This payment is only possible with German bank accounts. If the direct debit cannot be redeemed and the business customer can be held responsible for this, the business customer will be charged with a fee of EUR 10.00.
A right to offset its business customers only if his counterclaims have been legally established in court or are undisputed or acknowledged written by us.
The business customer can only exercise his right of lien as far as the claims are rising from the same contract.

§ 7 Retention of title

The delivered goods remain - until full payment - the property of Optamit GmbH.
The business customer may sell the reserved commodity only in cash or with retention of title in the ordinary course of business. For other orders, particularly for collateral assignment, pledge, sell the entire inventory or liquidation sale, he is not entitled.
The business customer assigns his claims from the resale of the goods - including the corresponding claims from checks and bills - with all ancillary rights to us. The business customer is entitled to collect the debts in its own name for us. If the subject goods are sold by business customers along with others, not our goods at a single price, the assignment is only for the amount we have calculated the business customers.
The business customer shall assign all insurance or other claims that he bought for loss or damage to the Vendor.
We accept all the aforementioned assignments. The business customer has to hand over to his request a list of the assigned claims and all information and documents to their application.

If the business customer becomes insolvent or if an application for opening of bankruptcy proceedings against its assets, the business customer should no longer have available on the subject goods and we may disclose the transfers of business customers and cancel the contract and demand the immediate return of the goods. To surrender, the business customer has to disconnect the subject goods from other goods of the business customers to store, they be identified as our goods under reservation to refrain from any disposal of and given a list of the goods.

The business customer must inform us of being accessible to the subject merchandise or the receivables assigned to us in writing immediately, and support us in every way in asserting our rights.

§ 8 Product returns

As far as we sell the product to business customers, government agencies, associations, etc., returns are not allowed. Unless we take back in this case, a gesture of goodwill services, the business customer, the products have to be returned in original condition and returned in undamaged packaging. The business customer bears the costs and the risk of the return.

§ 9 Warranty

If the goods - at the time of transfer of risk – do not correspond to the agreed quality, we can choose whether we supply a repaired product or replacement product.
For both the case of repair and in case of delivery of a replacement product, the business customer is obliged to send the product at our expense to the specified return address, stating the order number.
If the repair or replacement within a reasonable period of absence is entitled to the business customer, reduce the purchase price or, if not just a minor defect, the contract. The business customer must give us three attempts to rectify this. This does not apply if repeated attempts are unreasonable in a particular case or we refuse to remedy unjustified or unreasonable delay.
Except in the case of fraudulent concealment of a defect, the warranty shall terminate 12 months from delivery.

As far as the business customer a part of a supply chain within the meaning of § 478 BGB is, the rights under § § 478, 479 BGB remain unaffected. The business customer has to forward us each of his customers claims.

§ 10 Liability

We are unlimited liable for intentional or grossly negligently caused damage.
In the case of simple negligence, we shall only be liable if essential contractual obligations (cardinal obligations) have been violated. We are also liable for negligence if the damage is a manageable risk of us alone. In both cases, the damages to the existence and the amount is limited to damages, the occurrence of contract completion under the circumstances known that at that time was reasonably foreseeable. The compensation for pure economic loss or loss of profits is given by the general principles of good faith is limited, such as when the loss amount is disproportionate to the amount of compensation for products beyond.
Excluded is the personal liability of legal representatives, agents and employees is the provider for damages they have caused negligently.
We remain fully liable for fraudulent concealment of a deficiency or acceptance of a guarantee Competing claims in tort, the provisions of this clause shall apply accordingly. Further liability is excluded by us.
These liability restrictions do not apply to damage to life and limb and for claims under product liability law.

§ 11 Change in the terms

We reserve the right to change or to amend these terms and conditions in the future. The business customer will be informed by email in case of any changes or additions. If the business customer does not contradict to these changes or additions within 4 weeks, they shall be deemed approved. For new customers, the terms and conditions apply immediately.

§ 12 Applicable law, place of jurisdiction

All legal transactions or other legal relations with us are subject to the law of the Federal Republic of Germany. The UN Purchase Law (CISG) and any other inter-country agreements, even after acceptance into German law, do not apply.
In business transactions with traders and public sector corporations, the place of jurisdiction for all legal disputes in relation to these Terms and Conditions and individual contracts concluded within their scope, including actions on bills and checks, shall be that of our registered office in Cologne, Germany.

§ 13 Severability clause

Should one or more of the provisions in these Terms and Conditions be invalid in whole or in part, or lose its legal effect at any time in the future, the validity of the remaining provisions in the Terms and Conditions this shall not be affected.