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1. Scope

1.1. All offers, deliveries and services of Phantom-One - hereinafter referred to as seller - and the associated contracts are based exclusively on these General Terms and Conditions of Sale and Delivery (AVL). Deviating, conflicting or supplementary general terms and conditions of the buyer only become part of the contract if and to the extent that the seller has expressly agreed to their validity. This also applies if the seller makes a delivery to the buyer without reservation and is aware of the conflicting terms and conditions of the buyer.

1.2. These terms and conditions apply exclusively to consumers and not to dealers or entrepreneurs. There are separate terms and conditions for dealers and entrepreneurs. These are available if required and upon request.

1.3. A buyer is a consumer if the purpose of the ordered deliveries and services cannot be attributed to his commercial or independent professional activity.
On the other hand, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, acts in the exercise of their commercial or independent professional activity.

2. Offer, conclusion of contract

2.1. Offers made by the seller are subject to change and non-binding unless they are expressly designated as binding.

2.2. The information, illustrations, drawings and descriptions of services contained in brochures, catalogues, price lists or the documents belonging to the offer do not constitute guarantees - unless expressly designated as such - but merely information on quality. These can be corrected at any time until the contract is concluded - unless because it is information that is already described as binding in an offer from the seller.

2.3. With the exception of managing directors or authorized signatories, the seller's employees are not entitled to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract. This also applies to the submission of guarantees.

3. Prices and terms of payment

3.1. Unless otherwise agreed and stated, the prices are ex warehouse including the statutory VAT and plus packaging and shipping including the statutory VAT. The amount of the costs results from the respective price list.

3.2. In the case of mail-order sales (section 5.1.), the buyer bears the transport costs from the warehouse and the costs of any transport insurance that may be required. In the event of delivery instructions subsequently deviating from the purchase contract at the request of the buyer, the latter shall bear the additional costs.

3.3. Target sale requires an express agreement. In the case of target sales, the purchase price is due and payable before the goods are dispatched, unless otherwise agreed. In the event of default of payment, #PROVIDER# is entitled to claim at least the statutory interest rate (9 percentage points above the respective base rate for entrepreneurs, 5 percentage points above the respective base rate for consumers). For each reminder during the delay, #PROVIDER# will demand a damage lump sum of 5 euros. The buyer reserves the right to prove that #PROVIDER# has suffered no or only minor damage.

3.5. All products are provided with a prepayment of 100% of the purchase price after the ordering process.

3.6. For all SEPA direct debits, the seller will inform the buyer no later than five working days before the collection date about a) the amount of the collection, b) the due date, c) the creditor identification number and d) the mandate reference (so-called pre-notification).

3.7. Price changes within the framework of a contract are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If the wages, material costs, taxes or market acquisition prices change unexpectedly within this period in such a way that this leads to an overall increase in costs, the seller is entitled to increase the price in accordance with the cost increase to the extent that a fixed price agreement for a certain period of time has not been expressly agreed became. The seller will provide evidence of the changes to the buyer upon request. If the increase is more than 5% of the agreed price, the buyer has the right to dissolve the contract (right of termination or withdrawal). If the buyer is an entrepreneur, a legal entity under public law or a special fund under public law, price changes are permitted in accordance with the aforementioned regulation if there are more than 12 weeks between the conclusion of the contract and the agreed delivery date.

3.8. In the event of impending insolvency (see Section 18 (2) of the Insolvency Code), the seller is entitled to carry out further deliveries only against advance payment, to make all open - including deferred - invoice amounts due immediately and to demand the return of any cash payment or security deposit received as payment. In addition, the seller can demand the provision of suitable security within a reasonable period of time or performance in return for the time of his performance. There is a significant deterioration in the financial situation if the buyer's economic situation has become so difficult that there are reasonable grounds to fear that the buyer will not fulfill a significant part of his obligations. If the buyer culpably does not comply with the legitimate request of the seller or does not do so in good time, the seller can withdraw from the contract and, if necessary, demand compensation. If the buyer has already provided other securities or if further securities are provided later, the seller can only demand additional security in accordance with the provisions in Sections 3 and 8 if the realizable value of all securities together does not exceed 110% of the secured purchase price claim; if this value is exceeded, the buyer has a corresponding right to the release of securities. For the valuation of the securities, 150% of the estimated value is used as the limit for the creation of a claim for release for collateral, and 150% of the nominal value for claims assigned as security.

4. Delivery time

4.1. Stated delivery times and delivery dates of between 8 and 10 weeks are only approximate and non-binding, unless expressly agreed otherwise.

4.2. Compliance with a delivery time presupposes that the order has been completely clarified, in particular the timely receipt of all specifications, documents, necessary permits and releases to be supplied by the buyer.

4.3. The delivery time is met if the goods are ready for dispatch within the agreed period and a corresponding notification has been sent to the buyer.

4.4. Labor disputes for which the seller is not responsible or other unforeseeable extraordinary events such as sovereign measures etc. for which he is not responsible release the seller from the delivery obligation for the duration of their effects or in the event of impossibility.

4.5. In the event of delivery delays, a grace period must be set. In principle, a grace period of one quarter of the agreed delivery period is considered reasonable. The period of grace begins to run at the end of the delivery period.

4.6. If the delivery becomes impossible because the seller uses his sub-supplier despite a contract with the seller's sub-supplier that was in place on the day the contract was concluded with the buyer and which, objectively speaking, is such that the seller can supply the buyer with the same certainty if everything runs smoothly can not be supplied, as he had promised, through no fault of his own and if another replacement procurement would only be possible with disproportionate and unreasonable effort, the seller is entitled to withdraw from the contract. The seller will immediately inform the buyer about these circumstances. Any payments already made by the buyer will be reimbursed by the seller immediately.

4.7. If a delivery date specified by date and hour has been agreed for the delivery, any waiting time in excess of one hour (= 60 minutes) will be charged with a damage flat rate of € 80.00 for each hour started. The buyer is expressly permitted to prove that no damage has occurred at all or that it is significantly lower than the flat rate; the seller reserves the right to make further claims.

4.8. If the delivery has not been called off six months after the conclusion of the contract, the seller is entitled to withdraw if the buyer is in default and the seller has unsuccessfully requested him to collect the goods by setting a deadline and threatening to refuse them.

5. Delivery, Passing of Risk

5.1. Delivery is ex warehouse, which is also the place of performance. At the request and expense of the buyer, the goods will be sent to another destination (sales by mail). Unless otherwise agreed, the seller is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) himself.

5.2. Delivery free shipping address or free warehouse means delivery without unloading, provided that there is an access road that can be used with heavy loads. If the delivery vehicle leaves the accessible access road on the instructions of the buyer, the buyer is liable for any damage that occurs, insofar as he is responsible for it, taking into account any contributory negligence on the part of the driver. The buyer must unload the goods promptly and properly. Crane unloading by seller will be charged. It can only be done at ground level. If the seller provides help during unloading or if the buyer requests another type of crane unloading, liability on the part of the seller for possible damage to the delivered goods is excluded within the scope of this assistance, unless the seller is responsible for this.

5.3. The risk of accidental loss and accidental deterioration of the goods is transferred to the buyer at the latest when the goods are handed over. In the case of mail-order sales, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay is already transferred when the goods are delivered to the forwarding agent, carrier or other person or institution responsible for carrying out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. For the rest, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. The handover or acceptance is the same if the buyer is in default with the acceptance.

6. Acceptance of goods upon transport

6.1. The company commissioned with the transport is liable for damage suffered by the goods during transport. The buyer must therefore carefully examine the goods or freight before acceptance/acknowledgment for damage and shortages, complain about them immediately, state the type in full on the receipt and have a complaint confirmed in writing. Without such a confirmation, he must refuse to accept the shipment.

6.2. In the event of damage that is only discovered when unpacking, the goods must be left in the packaging in the condition in which they were found and the transport company must be asked to determine the damage immediately. The buyer must report any damage or loss incurred during transport to the seller immediately, sending the documents required to settle the damage.

6.3. In the event of a complaint, the buyer must have all the necessary measures, including the assessment of the facts, carried out in good time and in the correct form. The seller is to be informed by him immediately.

7. Liability for Defects

7.1. The statutory provisions shall apply to the buyer's rights in the event of material defects and defects of title, unless otherwise specified below. Gap nuances of the individual components as in automobile construction between 3-5 mm are not a defect. This applies to the customer's end products as well as to special customer requests such as foiling, painting, unpainted components or modifications that the customer himself wants or does. The kinematic and hinge technology reduces the gap nuances in the adjustment process.

7.2. In the case of second-rate goods, characteristics of these goods that have led to their qualification as second-rate are not defects. Adjustments within the scope of technical progress, which do not cause any impairment of the product functionality, are also not considered defects.

7.3. The buyer must report obvious defects in writing within two weeks of the final delivery. If the buyer fails to report this in good time, claims based on these defects are excluded. This does not apply if the seller has fraudulently concealed the defects. The statutory inspection and notification obligations for merchants in accordance with §§ 377, 381 HGB remain unaffected.

7.4. The seller is entitled to make the supplementary performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a part of the purchase price that is reasonable in relation to the defect.

7.5. The buyer must give the seller the time and opportunity required for the supplementary performance owed, in particular to hand over the goods complained about for inspection purposes. In the case of a replacement delivery, the buyer must return the defective item to the seller in accordance with the statutory provisions.

7.6. If the subsequent performance has failed or a reasonable deadline to be set for the subsequent performance has expired without success or is unnecessary according to the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.

7.7. Claims for damages or reimbursement of wasted expenses exist only in accordance with Section 8 and are otherwise excluded.

7.8. In the case of transactions with entrepreneurs, the following is also agreed:

a) In order to meet the buyer's claims in the case of delivery of defective items, the seller assigns his claims against his supplier - even if they go beyond the statutory provisions - to the buyer. If the buyer is unable to enforce the claims assigned to him out of court, the seller's own liability is revived.

b) The period for asserting claims for defects in new items delivered is 1 year from the start of the statutory limitation period. This period does not apply if the law prescribes longer periods, in particular for buildings and things for buildings (§§ 438 Para. 1 No. 2 BGB), rights of recourse (§ 479 Para. 1 BGB) or in the case of intent or fraudulent concealment of a defect as well as non-compliance with a quality guarantee. If the buyer can no longer demand the delivery of a defect-free item or the removal of the defect as a result of the statute of limitations, claims for damages can no longer be based on this. This does not apply if the seller violated his obligation to deliver a defect-free item or to remedy the defect at a time when the buyer's claim was not yet time-barred. The statutory limitation periods apply to claims for damages based on this. In the case of used items, liability for material defects is excluded. The statutory deadlines apply to claims for damages. The legal regulations on suspension of expiry, suspension and restart of the periods remain unaffected.

c) After the unsuccessful second attempt, the rectification is not considered to have failed.

d) In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB) remain unaffected.

8. Liability for Damage

8.1. The liability of the seller for slightly negligent breaches of duty is excluded, provided that these do not relate to essential contractual obligations, damage from injury to life, limb or health or guarantees or claims under the Product Liability Act are affected. The same applies to breaches of duty by the seller's vicarious agents.

8.2. Significant contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the respective contractual partner regularly relies and may rely. In this case, the liability of the seller is limited to compensation for the foreseeable, typically occurring damage.

9. Retention of Title

9.1. In the case of consumers, the seller retains title to the object of purchase until the purchase price has been paid in full (secured claim).

9.2. The goods subject to retention of title may not be pledged to third parties or assigned as security before the secured claims have been paid in full. The buyer must inform the seller immediately in writing if and to the extent that third parties access the goods belonging to the seller.

9.3. In the event of breach of contract by the buyer, in particular non-payment of the purchase price due, the seller is entitled to
withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of retention of title and withdrawal. If the buyer does not pay the purchase price due, the seller may only assert these rights if the seller has previously unsuccessfully set the buyer a reasonable deadline for payment or setting such a deadline is unnecessary under the statutory provisions.

9.4. If the buyer is an entrepreneur, the seller also retains ownership until all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full, even if the specific goods have already been paid for. The inclusion of individual claims in a current account or the overdraft and their recognition do not cancel the retention of title. The following provisions also apply:

a) The retention of title extends to the products created by processing, mixing or combining the goods at their full value, with the seller being considered the manufacturer. If third-party goods are processed, mixed or combined with third-party goods, the seller acquires co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

b) The buyer hereby assigns the claims against third parties arising from the resale of the goods or the product in full or in the amount of any co-ownership share in accordance with the preceding paragraph to the seller as security. The seller accepts the assignment. The obligations of the buyer specified in Section 9.2 also apply with regard to the assigned claims.

d) The buyer remains authorized to collect the claim alongside the seller. The seller undertakes not to collect the claim as long as the buyer meets his payment obligations to the seller, does not default on payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in the buyer's ability to pay. If this is the case, however, the seller can demand that the buyer informs the seller of the assigned claims and their debtors, provides all the information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.

g) If the transaction made by the buyer is a cash transaction, i.e. a transaction in which the buyer also pays for the specific goods in direct connection with their receipt, the seller retains ownership of the specific object of purchase only until full payment has been made of the purchase price of the specific goods. The other provisions of this Section
9.4 do not apply. In this respect, the buyer acquires ownership, even if there are still current claims.

10. Offsetting, Retention, Assignment

10.1. The buyer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by the seller. In addition, the buyer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

10.2. The rights and obligations arising from the contracts concluded with the seller cannot be transferred by the buyer to a third party without the consent of the seller.

10.3. If an assignment made without the consent of the seller is still effective according to § 354a HGB, the right of the seller to offset any counterclaims against the buyer (old creditor) is not affected.

11. Rights in favor of Seller if Buyer is a Member

11.1. Buyer and seller agree that - if the buyer is/becomes a member of the seller's cooperative - the seller acquires a lien on current and future claims of the buyer (member of the cooperative) against the seller on the settlement balance (shares in the cooperative, dividends or cooperative reimbursement). The lien serves as security for all existing and future claims of the seller against the buyer

11.2. If the member has been excluded due to insolvency or the opening of insolvency proceedings, the seller can offset the claims due against the member against the credit to be paid out and/or a claim for reimbursement in the event of a dispute

12. Consent to the credit check, reference to credit reports

12.1. The customer agrees that the seller transmits his data, which he makes available to the seller as part of the contract initiation and the processing of this contract (personal data) to the following companies for the purpose of a credit check: a) SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden, b) Association of Creditreform Associations, Hellersbergstraße 12, 41460 Neuss, c) BÜRGEL Wirtschaftsinformation GmbH & Co. KG, Postfach 500166, 22701 Hamburg and d) R+V Allgemeine Versicherung AG, Raiffeisenplatz 1, 65189 Wiesbaden.

12.2. Irrespective of this, the seller also transmits data to the above companies due to non-contractual behavior (e.g. non-payment in the case of undisputed claims, requested dunning notices or enforcement measures). The seller can also receive information about this until the final settlement of the business relationship, but in particular for the duration of an installment payment agreement. According to the Federal Data Protection Act, these reports may only be made if this is permissible after weighing up all the interests involved.

12.3. The companies mentioned store the data as a credit agency in order to be able to provide their affiliated companies with information to assess the creditworthiness of customers. Address data can be transmitted to companies that collect receivables on a commercial basis and are contractually affiliated with the credit report for the purpose of identifying the debtor. The credit agency only makes the data available to its contractual partners if they credibly demonstrate a legitimate interest in the data transmission. The transmitted data will be processed and used exclusively for this purpose. You can obtain information from the credit agency about the data stored about you.

13. Jurisdiction

13.1. The law of the Federal Republic of Germany applies to these AVL and all legal relationships between the seller and the buyer, excluding the UN Sales Convention. The place of jurisdiction is Dresden.

13.2. If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the seller's place of business. However, the seller is also entitled to bring an action at the general place of jurisdiction of the buyer.

14. Returns: There is a legal right of return of 14 days from the day of delivery for the products Phantom-one, Phantom-one accessories, Phantom-one R version. The return costs are fully borne by the buyer. The item Phantom-one Individual cannot be returned because it is a custom-made product.

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