Terms and Conditions

Terms of Delivery and Payment by INDOORCYCLING GROUP GmbH

I. General terms 1. We deliver our products on the following terms of delivery and payment, only. We explicitly reject any buyer’s terms and conditions of business and purchase. They remain ineffective without our explicit agreement.
2. Any agreements made orally by our sales representatives are subject to our written confirmation before they take effect.

II. Prices and terms of payment 1. The buyer has no right of retention. Buyers may set off payments only if their counterclaims have been explicitly declared uncontested or are legally established.
2. Any discount rates granted to a buyer will be cancelled if the buyer is in default on payment of any prior deliveries.
3. Outstanding accounts are payable immediately. In case of default, we are entitled to charge interest to the amount of 8% above the basic interest rate in effect (in case of consumers to the amount of 5% interest above the basic interest rate). Evidence provided that our bank charges us higher debit interest rates than this, we are entitled to charge the interest rate charged.
4. If one due payment is defaulted on, or other contractual obligations are violated, or circumstances become known to us that are suitable to reduce the buyer’s creditworthiness, all outstanding accounts become payable immediately, notwithstanding running times of accepted and credited bills of exchange. Moreover, in this event we are entitled to demand payment in advance or safeties before carrying out any open deliveries, and, on fruitless termination of an appropriate deadline, to cancel the contract and/or in case the buyer is liable, to claim for damages. Furthermore, we can prohibit resale of the products delivered under reservation of the proprietary rights, demand they be returned, or that the indirect property be transferred to us at the buyer’s expense, and revoke any existing direct debit authorizations.
5. If a right of withdrawal exists as per § 312d, section 1, phrase 1 German Civil Code, the regular charges for return shipment is at the buyer’s expense if the price of the product returned does not exceed €40,00, likewise, if in case of a higher price, the consideration or a partial payment at the point of time of the revocation has not been made - unless the delivered product does not correspond to the product ordered. The product to be returned must be prepared postage paid in all events. INDOORCYCLING GROUP GmbH will refund the costs of the return shipment, if they are reasonable and the value of the goods returned exceeds €40,00.

III. Reservation of proprietary rights (not applicable for consumers) 1. All goods delivered remain our property until all outstanding accounts have been settled (reserved goods), notwithstanding any payments made for particular specified receivables.
2. The buyer undertakes to sell the goods delivered under reservation of proprietary rights only in the ordinary course of business, under their regular terms and conditions, and only as long as they are not in default with their payments. They are entitled to resell the goods under reservation of proprietary rights only under the condition that the title for the receivables from the resold goods as per 3. – 5. is transferred to us. The buyer is not entitled to dispose of reserved goods in any other manner.
3. The buyer transfer their titles from goods resold under reservation of proprietary rights to us now, regardless of whether these goods are resold to one or several customers. The user must clear any securities due to them – where applicable, also in part – as far as their total sales value exceeds the total outstanding accounts by more than 20%.
4. The buyer is entitled to collect the titles from resold goods, subject to revocation on our part at any time. We will only make use of our right of revocation in the cases specified in section II.6. Once our titles become due, the buyer must immediately transfer any amounts collected to our account. The buyer is not authorized to transfer the claim to third parties under any circumstances.
5. At our request the buyer must – unless we inform their customer on our part – immediately inform the customer that the title has been transferred to us, to provide us with evidence of the notification of transfer of title and to send us the information and documents required to claim the title transferred with the according documents.
6. The buyer must notify us immediately in case of a seizure or any other infringement by third parties. If the buyer does not meet a deadline for payment, or violates other contractual obligations, or if circumstances become known to us that are suitable to reduce the buyer’s creditworthiness, we are entitled to prohibit resale of any goods subject to retention of title, to demand immediate return of these goods, or claim transfer of their indirect ownership to us at the buyer’s cost, to revoke any direct debit authorizations and/or to demand payment of the amounts collected by the buyer, or, if the goods have already been resold, but are not paid yet or only paid in part, to claim direct payment from the buyer’s customer.
7. In case of a breach of duty on the buyer’s part, particularly, in case of default of payment, we are entitled to withdraw from the contract and to claim return of the goods; and the buyer must surrender the goods. It is not a requirement that we withdraw from the contract on our part or enforce the title of reservation of proprietary rights in order to claim surrender of the goods; these actions or a seizure of the goods subject to retention of title on our part do not constitute a withdrawal from the contract unless the user has explicitly declared so. A title of retention cannot be enforced against the user’s right to claim surrender of goods. Herewith, the buyer declares that for this purpose they agrees to allow persons authorized by us to pick up the goods to access the premises where the regarding goods are located, by foot or by vehicle.
8. If a title of reservation of proprietary rights is enforced, the buyer pays the costs of return shipment of the goods.

IV. Reservation of proprietary rights (not applicable for businesses) 1. All goods delivered remain our property until all outstanding accounts have been settled (reserved goods), notwithstanding any payments made for separately specified receivables.
2. The buyer must inform us of any seizure or other infringement by third parties. If the buyer does not keep a deadline for payment or violates any other contractual obligations, or if circumstances become known to us that are suitable to reduce the buyer’s creditworthiness, we are entitled to prohibit resale of the reserved goods, to demand their surrender or, if the goods have already been resold, but are not or partially unpaid, to demand direct payment by the buyer’s customer.
3. In case of a breach of duty on the buyer’s part, particularly in case of default of payment, we are entitled to withdraw from the contract and take back the goods on fruitless termination of an appropriate deadline; the buyer is obligated to surrender the reserved goods. The buyer herewith agrees, for this purpose, to allow persons authorized by us to pick up the goods to access the premises where the regarding goods are located by foot or vehicle.
4. If the title of retention is enforced, return shipment of the goods is at buyer’s expense.

V. Delivery period 1. The delivery period begins on the date of our order confirmation, however not before all details of execution of delivery have been stated clearly (delivery period, place of delivery, freight insurance, and others).
2. The agreed delivery period is extended – irrespective of our title resulting from default on the buyer’s part – by the amount of time the buyer is in default with their obligations from this or another contract. This applies likewise if a delivery appointment has been agreed.
3. If we default on payment on our part, the buyer must – if legally stipulated – set an appropriate deadline for us. After this deadline has expired, they may cancel the contract, provided they have not been notified that the goods are ready for shipment by the point of time in question.
4. Force majeure events entitle us to delay delivery by the duration of the hindrance and a reasonable operations start-up time. The same applies to strikes, lockouts, and other circumstances that significantly impair our delivery or otherwise render it impossible, regardless whether they occur with us or a subcontractor. The buyer can demand us to declare whether we withdraw or will deliver within an appropriate deadline. If we do not declare, the buyer can withdraw from the contract.

VI. Acceptance and inspection by business persons 1. On delivery to the forwarding agent or the carrier, however at the latest on leaving the works or warehouse, all risks pass to the buyer.
2. We are only obligated to obtain transport insurance coverage at the buyer’s explicit request. The expenses are charged to the buyer.

VII. Liability for material defects and further liability towards business persons 1. The buyer must notify us, in writing, of possible defects within the 3 days following receipt of the goods at the place of destination. Complaints shall only be considered if the goods are still in the same condition they were delivered in, of course with the exception of due inspection measures.
2. A return shipment of the rejected goods is only admissible with our consent. The buyer must present a receipt on the freight charges. Refunds are granted only in cases of justified complaints.
3. Any parts or services that prove defect within the limitation period shall be remedied free of charge, redelivered, or newly performed, at our discretion,
4. Claims based on defects become time-barred after 12 months.
5. The buyer’s legal rights of recourse against INDOORCYCLING GROUP GmbH only exist as far as the buyer has not made other agreements exceeding the legally stipulated claims for defects.
6. The buyer’s claims for damages, regardless on which legal basis, in particular based on violation of duties from the contractual relation and from unlawful acts, are barred. This does not apply e.g. in cases of mandatory liability as per Product Liability Act, in cases of premeditation, gross negligence, based on injury to life, limb, or health. However, the claim for damages for breach of material contractual obligations is limited to damages that are typical and reasonably foreseeable for this type of contract, except for cases of premeditation and gross negligence ,or liability for injury of life, limb, or health.

VIII. Acceptance, liability for material defects and other liability towards consumers 1. Taking effect and legal results of liability for material defects are stipulated by the pertinent legal regulations, exclusively, if not regulated otherwise in the following.
2. If the buyer accepts a defect item, although the defect is known to them, they are only entitled to claims for material defects if they reserved their rights regarding the defect on delivery.
3. The buyer must file a written complaint regarding apparent defects within the 14 days following receipt of the goods. Dispatch of the complaint within this deadline is sufficient to meet the deadline.
Complaints shall only be considered if the goods are in the same condition they were delivered in, of course due inspection measures excepted.
4. Return shipment of the goods rejected is only admissible with our consent. The buyer must present a receipt on the freight charges. Refunds are granted only in cases of justified complaints.
5. Claims for damages become time-barred after 12 months starting delivery date of the goods purchased.
6. The user takes on no warranty for the procurement risk.

IX. Place of delivery, court of jurisdiction for business persons Place of delivery for both contracting parties is Nuremberg. Court of jurisdiction – also for actions filed under the summary proceedings based on bills of exchange, promissory notes and checks, is Nuremberg.

X. Final provisions 1. The laws of the Federal Republic of Germany, exclusively, also apply to deliveries made outside Germany. Application of the UN Contract for the International Sale of Goods (C.I.S.G.) is explicitly barred.
2. If our customers export our goods to areas outside of the Federal Republic of Germany, we accept no liability, should our product violate third-party trademarks. The buyer is liable for any damages claims made to us arising from export of goods that we have not delivered explicitly for export purposes.
3. Should one or several provisions of these Terms and Conditions be legally ineffective in parts or incomplete, this shall not affect the validity of the remaining provisions.