AGB (EN)

General Terms and Conditions (GTC).

§1. Applicability.

1.1. These General Terms and Conditions (GTC) apply to all contracts for the supply of work clothing and related products (hereinafter – “Goods”) between:

LEDO GROUP

Sole proprietorship

Neue Gasse 30, 90403 Nürnberg

Tax ID: 238/259/11413

VAT ID: DE455074242

hereinafter referred to as the “Seller”, and its clients, hereinafter referred to as the “Buyer”, collectively referred to as the “Parties”.

1.2. These General Terms and Conditions also apply to all contracts concluded between the Seller and the Buyer through the online shop.

1.3. Offers of the Seller are addressed exclusively to entrepreneurs within the meaning of §14 of the German Civil Code (BGB), legal entities under public law, or special public-law funds.

1.4. Consumers within the meaning of §13 BGB are not permitted to place orders.

1.5. By placing an order for the purchase and supply of Goods (hereinafter – the “Order”), the Buyer confirms that they are acting in the capacity of an entrepreneur.

1.6. Conflicting, deviating, or supplementary terms and conditions of the Buyer shall not become part of the contract, even if the Seller does not expressly object. Only the Seller’s General Terms and Conditions shall be decisive, and any conflicting or deviating terms of the Buyer shall be invalid unless their inclusion is expressly confirmed in writing by the Seller.

§2. Conclusion of Contract.

2.1. The presentation of Goods in the Seller’s online shop does not constitute a binding offer unless explicitly stated otherwise.

2.2. Submission of an Order by the Buyer through the online shop, via email, or by any other means is considered an offer to conclude a purchase contract. This offer is not binding on the Seller until it is accepted, which may be expressed by written confirmation, invoicing the Order and/or other charges, or by concluding a separate purchase agreement between the Parties (§§ 145 et seq. BGB).

2.3. By clicking the “Place Order” button, the Buyer submits a binding offer to conclude a contract.

2.4. Automatic notifications of receipt of the Order do not constitute acceptance of the contract.

§3. Prices, Minimum Order, Surcharges.

3.1. All prices of the Goods are stated as gross amounts and include the applicable value-added tax (VAT) in accordance with the law. Additional costs such as shipping and/or other charges shall be added unless explicitly stated otherwise.

3.2. Additional costs, including delivery, packaging, and rush orders, are specified separately and shall be paid additionally, unless otherwise agreed in writing by the Parties.

3.3. At the Seller’s discretion, a minimum order value and/or minimum order quantity (MOQ) may apply. Orders below the minimum may be rejected or subject to a small-order surcharge.

3.4. At the Seller’s discretion, discounts on the applicable price may be granted to the Buyer.

3.5. Additional services (branding, logo application, embroidery, special sizes, rush production, special packaging) are charged separately.

3.6. The Seller reserves the right to adjust prices in the event of changes in tax legislation or unforeseen increases in production costs, provided the contract has not yet been fully executed.

3.7. For deliveries of Goods to Buyers registered as VAT payers in another EU country, the responsibility for VAT payment is transferred to the Buyer in accordance with the reverse charge mechanism (§ 13b UStG).

3.8. The Seller shall issue the invoice without German VAT, indicating the applicable reverse charge provision, and the Buyer undertakes to pay the corresponding tax in their jurisdiction.

§4. Order Placement and Confirmation.

4.1. Orders are placed by the Buyer and submitted to the Seller in written or electronic form.

4.2. An order from the Buyer is considered an offer and is not binding on the Seller until it has been confirmed in writing.

4.3. The Seller may confirm the Order in full, in part, or decline confirmation without providing reasons. Partial confirmation of an Order constitutes a new offer (counter-offer) and requires acceptance by the Buyer.

4.4. An Order is deemed agreed upon by the Parties for execution once the Buyer receives written confirmation of the Order from the Seller, a purchase contract signed by the Seller, or an invoice issued by the Seller for the corresponding Order.

4.5. Any modification or cancellation of a confirmed Order is only permitted through prior written agreement between the Parties. In such cases, the Seller is entitled to reimbursement of actual costs incurred.

4.6. Cancellation of an Order is only possible by mutual written agreement of the Parties.

4.7. Cancellation is excluded for custom or individual Orders.

§5. Payment of the Order.

5.1. The sale of Goods to the Buyer is made on the basis of 100% (one hundred percent) prepayment of the total cost of the respective Order, including any agreed transport costs for delivery of the Goods to the Buyer.

Other payment terms for individual Orders are only permitted if expressly agreed in writing by the Parties and must be explicitly stated in the corresponding purchase contract or its annexes.

5.2. Payment for Goods is to be made by the Buyer only after receiving the Seller’s acceptance of the respective Order.

Acceptance of the Order may be expressed by written confirmation of the Order, issuance of an invoice to the Buyer for the cost of the Order, transport and/or other charges, or by conclusion of a separate purchase contract in accordance with §2.2 of these GTC.

The obligation to pay arises after the Seller issues an invoice specifying the agreed quantity and assortment of Goods, as well as the cost of transport and/or other charges associated with delivery to the Buyer.

5.3. Payment is generally made by bank transfer to the Seller’s account specified in the invoice.

Other payment methods are only permitted with the Seller’s prior written consent.

5.4. Payment of the invoice issued by the Seller shall be made by the Buyer within 10 (ten) calendar days from the date of invoice issuance, unless the Parties have explicitly agreed in writing on different payment terms.

5.5. If the Parties agree on a payment method other than 100% prepayment, the Seller is entitled, in case of delayed payment by the Buyer, to charge interest on overdue amounts and a fixed fee for late payment in accordance with §288 para. 2 of the German Civil Code (BGB).

5.6. In the event of late payment by the Buyer, the Buyer shall reimburse the Seller for all necessary and reasonable expenses incurred by the Seller in connection with the collection of the outstanding amount, to the extent permitted under applicable German law.

5.7. In the event of non-payment or late payment of the agreed prepayment, the Seller is entitled, after granting the Buyer a reasonable additional period for payment, to refuse performance of the respective Order in accordance with §323 BGB.

In such cases, the Seller’s liability for damages to the Buyer is excluded to the extent permitted by mandatory provisions of applicable law.

5.8. Payment made by the Buyer is non-refundable to the extent that the Seller has incurred costs or lost the opportunity for alternative use of the Goods due to the Buyer’s cancellation of the Order after written confirmation and commencement of execution.

Refunds are excluded, except in cases explicitly required by mandatory provisions of the law of the Federal Republic of Germany.

5.9. An Order is considered accepted for execution by the Seller only after the full payment has been credited to the Seller’s account, unless otherwise expressly agreed in writing by the Parties.

5.10. Delivery periods for the Goods commence upon receipt of full prepayment in the Seller’s account.

§6. Delivery of Goods.

6.1. Delivery of Goods shall be carried out in accordance with the rules and provisions of Incoterms® 2020. Incoterms® 2020 shall apply exclusively for determining the transfer of risk and allocation of responsibilities between the Parties; all other provisions of §§ 446–447 et seq. of the German Civil Code (BGB) shall apply in full unless explicitly overridden by these GTC.

6.2. The default delivery basis for Goods from the Seller to the Buyer shall be CPT (Carriage Paid To) from the manufacturer’s warehouse (Incoterms® 2020), unless otherwise confirmed by the Seller in writing in the confirmation of the respective Order.

6.3. The delivery period for Goods to the Buyer shall not exceed 30 (thirty) calendar days from the date the Seller accepts the Order for execution in accordance with §5.9 of these GTC, unless otherwise agreed in writing by the Parties.

6.4. The Seller shall arrange transportation of the Goods to the destination specified by the Buyer via postal service, freight company, or other carrier (hereinafter – the “Carrier”), taking into account quantity, delivery schedules, and other factors including safety and storage requirements.

6.5. The Buyer shall pay the Carrier’s fees for transportation of the Goods either as part of the prepayment for the Order or by another method agreed upon in writing by the Parties.

6.6. The Seller shall ensure proper packaging of the Goods suitable for transportation, in accordance with the nature of the Goods, Carrier requirements, and applicable standards.

6.7. The Seller reserves the right to change delivery dates in the event of objective and documented production, logistics, or other reasons affecting the ability to fulfill the Order.

6.8. Delays in delivery of Goods, including significant delays, shall not entitle the Buyer to cancel the contract, reduce the price, claim penalties, or seek damages, except in cases of intent or gross negligence on the part of the Seller.

6.9. Deviations in the quantity of Goods delivered of up to ±15% per item agreed in the Order are permissible.

6.10. The Seller’s obligations for delivery of Goods are deemed fulfilled upon handover of the Goods to the Carrier and signing of the relevant shipping and/or transport documents.

6.11. The Seller shall provide the Buyer with the following information regarding the Goods handed over to the Carrier:

- Type and registration number of the transport vehicle;

- Number of pallets/units;

- Packing list;

- Information enabling GPS (telematics) tracking of the Goods via the Carrier’s system;

- Estimated date and time of arrival of the Goods at the unloading location.

6.12. The risk of accidental loss or accidental deterioration of the Goods shall pass to the Buyer at the moment the Goods are handed over to the first Carrier.

§7. Retention of Title.

7.1. The Goods shall remain the property of the Seller until full payment of all claims.

7.2. Resale is permitted within the scope of ordinary business operations at the Buyer’s risk.

7.3. Claims arising from resale are hereby assigned to the Seller in the amount of the invoice in advance.

§8. Warranty.

8.1. The warranty on the Goods applies solely to defects proven to have arisen due to the manufacturer’s fault or as a result of improper delivery by the Seller, excluding normal wear and tear and natural aging of materials. Hidden defects are subject to warranty consideration only if detected in a timely manner and the Seller is notified in accordance with §9 of these GTC.

8.2. The warranty period is 6 (six) months from the date of transfer of the Goods to the Buyer or the first Carrier in case of CPT delivery, unless otherwise agreed in writing by the Parties.

8.3. All other claims, including lost profits, indirect, or consequential damages, are excluded, except in cases of intent, gross negligence, or injury to life, body, or health.

8.4. At the Seller’s discretion, warranty obligations include repair of the defect or replacement of the Goods.

8.5. Warranty claims shall be forfeited if the Buyer alters, improperly stores, or uses the Goods without the Seller’s consent.

§9. Acceptance of Goods.

9.1. The Buyer is obliged to accept the Goods at the time and place agreed upon by the Parties. Inspection is carried out to confirm that the quantity of Goods actually delivered corresponds to the quantity stated in the accompanying documents and that there is no visible damage to the packaging or the Goods (§ 377 HGB).

9.2. The agreed place of acceptance of the Goods is the delivery address specified by the Buyer when placing the Order.

9.3. The agreed time of acceptance of the Goods is the date and time of arrival of the Carrier’s vehicle, as communicated to the Buyer by the Seller/Carrier and/or confirmed via the Carrier’s tracking system.

9.4. The Buyer is obliged to prepare the unloading site and provide all necessary facilities for unloading as quickly as possible.

9.5. When the Goods are transported by a freight company, the time allowed for unloading and acceptance by the Buyer is no more than 4 (four) hours from the arrival of the Carrier’s vehicle at the delivery address. The moment of arrival is determined by the date and time indicated on the CMR by the Carrier’s representative.

9.6. The Buyer shall appoint an employee responsible for accepting the Goods and provide their contact details to the Seller/Carrier no later than 24 hours before the estimated arrival time of the Carrier’s vehicle with the Goods.

9.7. In the event of refusal or avoidance of acceptance for reasons not attributable to the Seller, the Goods shall be deemed duly delivered to the Buyer, and the Seller is entitled to invoice the Buyer for storage of the Goods and other costs.

9.8. The Buyer shall inspect the delivered Goods before unloading as follows:

- Obtain the CMR / consignment note from the Carrier’s representative;

- Obtain the delivery note (Lieferschein) from the Carrier’s representative;

- Verify the recipient (Empfänger);

- Verify the order/delivery number;

- Check the number of units (pallets/cartons);

- Check the integrity of the transport packaging of the Goods;

- Check for reservations (Vorbehalte) in the CMR from the Carrier at the time of loading.

9.9. In case of discrepancies in quantity and/or damage to packaging, the Buyer shall make written notes on the CMR / consignment note, document the discrepancy or damage using photo or video evidence indicating the damaged locations and pallet numbers, and notify the Seller in writing no later than 12 (twelve) hours after completion of unloading.

9.10. The notification must include a description of the defect, the quantity of affected Goods, and supporting evidence.

9.11. The Buyer shall unpack the Goods and check the conformity of the quantity, names, and item numbers with the Order within 12 (twelve) hours after completion of unloading.

9.12. In the event of defects, the Buyer shall:

- Document the defects using photo or video evidence;

- Notify the Seller in writing by submitting a complaint (Mängelanzeige).

9.13. The complaint must be submitted no later than 5 (five) calendar days from the date of unloading.

9.14. Failure to comply with this deadline shall deprive the Buyer of the right to claim defects under § 377 HGB.

9.15. For hidden defects, the period begins upon their discovery, and the complaint must be submitted immediately after detection. The complaint must include a detailed description of the defect, photographs/videos, and the quantity of defective units.

9.16. If no timely notification is given, the Goods shall be deemed accepted by the Buyer without objection.

9.17. In case of a justified and timely complaint submitted to the Seller, the Seller may, at its discretion: replace the Goods, remedy defects, and/or grant a discount or refund the cost of defective Goods. Until instructed by the Seller, defective Goods are stored by the Buyer at their expense and risk.

9.18. Return of defective Goods is only permitted with the Seller’s written authorization and in the manner specified by the Seller.

9.19. Other claims of the Buyer are excluded, unless mandatory provisions of applicable law provide otherwise.

9.20. Accompanying and transport documents have priority evidentiary value regarding the fact, quantity, and time of transfer of the Goods.

9.21. In the absence of objections within the prescribed period, the Seller’s data shall be deemed correct.

§10. Returns and Replacement.

10.1. There is no right of withdrawal, as contracts are concluded exclusively between entrepreneurs within the meaning of §14 BGB. The right of return and replacement exists only in cases explicitly specified in §§9.12 and 9.15 of these GTC.

10.2. Return of Goods is only possible in the event of a defect in the Goods.

10.3. Return of Goods, replacement, or remedy of defects is only permitted in the presence of a defect of the Goods within the meaning of §§434 et seq. BGB and only if all of the following conditions are met simultaneously:

- the defect existed at the time of transfer of risk;

- the Buyer immediately inspected the Goods upon receipt (§377 HGB);

- the Buyer timely and in writing notified the Seller of the identified defect in accordance with §9 of these GTC.

10.4. Costs related to subsequent performance in accordance with §439 BGB shall be borne by the Seller only if a justified and properly submitted complaint has been made.

10.5. In the case of an unjustified complaint, untimely notification of defects, or violation of the requirements of §377 HGB, all costs related to the return of the Goods, including transportation, packaging, insurance, and other incidental costs, shall be borne by the Buyer.

10.6. The risk of loss or damage to the Goods during return shipment shall be borne by the Buyer until the Seller acknowledges the reported defect.

§11. Liability of the Parties.

11.1. The Seller shall be liable only for intentional acts or gross negligence (§276 BGB).

11.2. In cases of slight negligence, liability is limited to the breach of essential (cardinal) obligations and only for typically foreseeable damages (§280 para.1, §286 BGB).

11.3. Liability for loss of profit, indirect, or consequential damages is excluded (§276 para.3 BGB, §309 No.7 BGB).

11.4. Claims for damages are limited to typically foreseeable losses (§280 para.1 BGB).

11.5. The Seller shall not be liable for damage, loss, or delay during transportation by third parties, except in cases of intentional or grossly negligent conduct by the Seller (§431 ff. HGB, §280 BGB).

11.6. The Seller is entitled to adjust delivery times in the event of unforeseen circumstances (§275 BGB).

11.7. Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

11.8. The Buyer bears full responsibility for all provided materials, content, logos, texts, graphics, and technical drawings (§13).

11.9. The Buyer guarantees that it holds all necessary rights and that no third-party rights are infringed (§823 para.1 BGB, §31 MarkenG).

11.10. Unless expressly agreed otherwise in writing by the Parties, the choice of delivery method and delivery basis is determined by the Buyer. The risk of accidental loss or damage to the Goods passes to the Buyer upon handover of the Goods to the Carrier in accordance with §447 BGB.

11.11. Each Party undertakes, upon first request, to indemnify the other Party against all justified claims by third parties and to reimburse any related damages, costs, and expenses (including reasonable court and attorney fees) arising from a breach of this Agreement or unlawful actions by the respective Party in accordance with §§280, 823 BGB.

§12. Custom Orders.

12.1. The Buyer bears full responsibility for all materials provided, including logos, texts, graphics, technical drawings, color samples, or other materials necessary for the production or personalization of the Goods.

12.2. The Buyer guarantees that it holds all necessary rights, licenses, or permits and that no third-party rights are infringed, including copyrights, trademarks, design rights, and other intellectual property rights.

12.3. The Seller shall not be liable for any unlawful or rights-infringing materials provided by the Buyer. All claims by third parties arising from the use of provided materials shall be borne by the Buyer. The Buyer undertakes to indemnify the Seller against all claims, costs, damages, and legal expenses arising therefrom.

12.4. Goods manufactured to individual specifications or personalized (e.g., with logos, engravings, special orders) are not subject to return or exchange.

12.5. In custom manufacturing, slight deviations in color, material, shape, size, or surface within normal production and material tolerances may occur. Such deviations shall not be considered defects and do not give rise to claims.

12.6. Changes or special requirements specified by the Buyer shall be executed to the extent possible by the Seller; however, minor technical or material deviations may occur that do not affect the functionality or agreed quality of the Goods.

§13. Confidentiality.

13.1. The Parties undertake to maintain strict confidentiality regarding all information obtained in the course of business relations, orders, deliveries, pricing, business processes, and technical data.

13.2. Confidential information may only be used for the purpose of fulfilling the Order. Any disclosure to third parties is permitted only with the prior written consent of the other Party.

13.3. The obligation of confidentiality shall remain in effect for 3 (three) years after the termination of cooperation between the Parties, counted from the date of fulfillment of the last Order.

13.4. Exceptions include:

- Information that is publicly available or becomes public without violation of this Agreement;

- Information that was already in the documented possession of the receiving Party before disclosure;

- Information whose disclosure is required by law.

13.5. Each Party is obliged to take reasonable technical and organizational measures to protect confidential information, including personal data, in accordance with GDPR/BDSG.

13.6. A breach of this obligation entitles the injured Party to claim compensation for damages.

§14. Data Protection.

14.1. The protection of the Buyer’s personal data is a priority for the Seller. Personal data is collected, processed, and used exclusively for the purpose of fulfilling the contract, delivering the Goods, issuing invoices, processing payments, and organizing delivery.

14.2. The processing of personal data is carried out in accordance with the General Data Protection Regulation (GDPR / EU 2016/679) and the German Federal Data Protection Act (BDSG, §§1–68).

14.3. The data collected includes, in particular: name, address, e-mail, contact phone number, order details, payment information, delivery data, and, if necessary, information about the Carrier.

14.4. Data processing is carried out solely for the performance of the Parties’ obligations, invoicing, delivery, organization of transport logistics, and legal protection of the Seller.

14.5. Data is transferred to third parties only to the extent necessary to fulfill the Parties’ obligations or if required by law.

14.6. The Buyer may opt out of receiving advertising and marketing communications at any time.

14.7. The Buyer has the right to request information about stored data, correction, deletion, restriction of processing, and objection to processing, unless statutory data retention obligations prevent this.

§15. Force Majeure.

15.1. Neither Party shall be liable for partial or complete non-performance of its contractual obligations if such non-performance is caused by circumstances of force majeure beyond its reasonable control, the occurrence of which was unpredictable and/or unavoidable, including, but not limited to:

- natural disasters;

- war, uprising, terrorist acts, sabotage;

- epidemics, pandemics, governmental measures, import/export restrictions;

- strikes, labor disputes, disruptions in transport or logistics services;

- fires, explosions, or other serious damage to production or storage facilities.

15.2. The affected Party shall promptly notify the other Party in writing of the occurrence of the event, the expected duration, and the likely impact on the performance of the contract.

15.3. During the period of force majeure, the performance of the respective contractual obligations of the Parties shall be suspended. The Parties undertake to resume performance immediately after the circumstances have been resolved.

15.4. If the force majeure event continues for more than 30 (thirty) calendar days, each Party shall be entitled to terminate the agreed obligations in whole or in part without liability for damages.

15.5. Force majeure also applies to situations related to transportation and delivery if they are beyond the control of the Seller.

15.6. Damages or delays caused by the affected Party’s own negligence or failure to take precautionary measures are not covered by this provision.

§16. Applicable Law and Jurisdiction.

16.1. All legal relations between the Parties shall be governed exclusively by the law of the Federal Republic of Germany, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2. If the Buyer is an entrepreneur, a public-law entity, or a special public-law fund, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract shall be the court at the Seller’s registered office. The same applies if the counterparty does not have a general court in Germany.

16.3. This exclusive jurisdiction provision also applies to international counterparties that do not have a general court in Germany.

16.4. The Parties may agree to voluntary mediation or arbitration before resorting to court.

§17. Final Provisions.

17.1. If individual provisions of these General Terms and Conditions are wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. Instead of the invalid provision, a valid provision that comes closest to the economic purpose of the invalid provision shall be deemed agreed.

17.2. Amendments or additions to these General Terms and Conditions must be made in writing. This also applies to the waiver of the written form requirement. Oral side agreements shall not be deemed concluded.

17.3. Rights and obligations under these General Terms and Conditions may not be assigned to third parties without the prior written consent of the other Party.

17.4. Notices under these General Terms and Conditions must be sent in writing or by e-mail, unless otherwise agreed. Notices shall be deemed delivered if sent to the last known address or e-mail of the Seller and/or Buyer.

17.5. The language of the contract is German. All documents, notices, and correspondence related to these General Terms and Conditions must be prepared in German.

17.6. These General Terms and Conditions, together with all individual agreements, constitute the entire agreement between the Parties and supersede all prior agreements, arrangements, or statements relating to the subject matter of the contract. Amendments are valid only in writing.

17.7. The Seller’s General Terms and Conditions apply in full and take precedence over any conflicting, supplementary, or differing terms and conditions of the Buyer.