General Terms and Conditions (GTC) for Business Customers (B2B)

 

§ 1 Scope of Application

(1) The following General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between Capoyo GmbH, Rotwandweg 3, 82024 Taufkirchen (hereinafter referred to as the "Seller") and its customers (hereinafter referred to as the "Buyer"), which are initiated and concluded via individual communication (e.g., email, telephone, or in text form).

(2) The Seller's offer is exclusively directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. Sales to consumers (Section 13 BGB) do not take place. By placing an order, the Buyer confirms that they are acting in the exercise of their commercial or independent professional activity.

(3) Deviating, conflicting, or supplementary GTC of the Buyer shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity in text form.

§ 2 Conclusion of Contract and Subject Matter of the Contract

(1) The presentation of articles and information on the website orbsmart.de does not constitute a legally binding offer, but an invitation to place an order (invitatio ad offerendum).

(2) By ordering in text form (e.g., email), the Buyer submits a binding offer to conclude a purchase contract.

(3) The contract is only concluded when the Seller accepts the order by an explicit order confirmation in text form, transmits an invoice to the Buyer, or dispatches the ordered goods to the Buyer.

(4) Software: If software (e.g., operating systems) is included in the scope of delivery, the respective End User License Agreement (EULA) of the software manufacturer shall apply additionally. The Seller assumes no liability for the functionality or legal stability of third-party software.

§ 3 Prices, Terms of Payment, E-Invoicing and Set-off

(1) All prices quoted are net prices plus the applicable statutory value-added tax and any shipping costs incurred, unless otherwise agreed.

(2) Unless otherwise stated on the invoice, the purchase price is due for payment within 14 days of the invoice date without deduction.

(3) If the Buyer is in default of payment, the Seller is entitled to demand interest on arrears at a rate of 9 percentage points above the respective base interest rate. The right to claim further damages caused by delay remains reserved.

(4) Electronic invoicing: The Buyer agrees to receive invoices exclusively electronically (e.g., as a PDF or as a structured e-invoice in accordance with statutory requirements).

(5) The Buyer shall only be entitled to a right of set-off if their counterclaims have been legally established, are undisputed, or have been recognized by the Seller. The Buyer may only exercise a right of retention if their counterclaim is based on the same purchase contract.

§ 4 Delivery, Transfer of Risk and Force Majeure

(1) Delivery dates or delivery periods are only binding if they have been expressly confirmed as binding by the Seller in text form.

(2) The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g., operational disruptions, pandemics, transport delays, strikes, official interventions, embargoes) for which the Seller is not responsible. This also applies in the event of missing, incorrect, or delayed self-delivery by the Seller's suppliers (reservation of self-delivery).

(3) Delivery is ex warehouse (place of performance). At the request and expense of the Buyer, the goods will be shipped to a different destination (sale by delivery to a place other than the place of performance).

(4) The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment (Section 447 BGB). This also applies to partial deliveries.

§ 5 Retention of Title

(1) The Seller retains title to the delivered goods until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The Buyer is authorized to resell the goods subject to retention of title in the ordinary course of business. However, the Buyer already now assigns to the Seller all claims in the amount of the final invoice amount (including VAT) arising from the resale against their customers or third parties. The Buyer remains authorized to collect this claim even after the assignment. The Seller's authority to collect the claim itself remains unaffected by this.

§ 6 Duty to Inspect and Report Defects, Warranty & Returns

(1) The Buyer's warranty rights presuppose that they have properly complied with their statutory duties to inspect and report defects (Sections 377, 381 of the German Commercial Code - HGB). If a defect appears during delivery, inspection, or at any later point in time, the Seller must be notified of this in text form immediately (at the latest within 7 days after receipt of the goods). If the Buyer fails to properly inspect and/or report defects, the Seller's liability for the defect not reported, or not reported on time or properly, is excluded in accordance with statutory provisions.

(2) In the event of justified and timely notices of defects, the Seller shall, at its option, provide supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery).

(3) Deviating from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one (1) year from delivery of the goods.

(4) No right of withdrawal: As the offer is exclusively directed at entrepreneurs, there is no statutory right of withdrawal or return. The return of defect-free goods takes place exclusively after prior, express consent of the Seller in text form out of pure courtesy. In this case, the Seller reserves the right to charge a reasonable restocking and processing fee (usually 15% of the net value of the goods) and to deduct it from the refund amount.

§ 7 Limitation of Liability and Data Backup

(1) Claims of the Buyer for damages are excluded. This does not apply to claims for damages by the Buyer arising from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations), as well as liability for other damages based on an intentional or grossly negligent breach of duty by the Seller, its legal representatives, or vicarious agents.

(2) In the event of a breach of essential contractual obligations, the Seller shall only be liable for the contractually typical, foreseeable damage if this was caused by simple negligence, unless it concerns claims for damages arising from injury to life, body, or health.

(3) Excluded damages: Liability for consequential damages caused by a defect, lost profits, failure to realize savings, production downtimes, as well as other indirect damages is fully excluded to the extent permitted by law.

(4) Data backup: The Buyer is responsible for regularly backing up their own data. If hardware is sent in for repair or return, the Seller assumes no liability for the loss of data or programs on the storage media of the submitted devices.

(5) The provisions of the Product Liability Act remain unaffected.

§ 8 Export Control

Delivered goods and any technical know-how are generally intended for use and retention in the Federal Republic of Germany. If the hardware is intended for export, the Buyer is solely responsible for independently verifying and complying with the applicable national and international export control regulations (in particular embargoes and dual-use regulations).

§ 9 Disposal and Environmental Protection (ElektroG, VerpackG)

(1) After the end of use, the Buyer must properly dispose of the delivered goods (electrical and electronic equipment) at their own expense in accordance with the applicable statutory provisions. The Buyer hereby expressly indemnifies the Seller from the obligations under Section 19 of the German Electrical and Electronic Equipment Act (ElektroG) (manufacturer's obligation to take back) and from any related claims by third parties.

(2) The Buyer waives the right to return transport packaging in accordance with Section 15 (1) of the German Packaging Act (VerpackG) and will properly recycle it on their own responsibility and at their own expense, unless expressly agreed otherwise.

§ 10 Data Protection

The Seller processes the Buyer's personal data (e.g., contact details of contact persons) for contract processing and communication on the basis of Art. 6 (1) (b) and (f) GDPR. Further information on data processing and the rights of data subjects can be found in the privacy policy on the Seller's website.

§ 11 Final Provisions

(1) Contracts between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(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 – and international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the Seller's place of business in Taufkirchen (Munich).

(3) Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The relevant statutory provisions shall apply in place of the invalid provision.

Status of GTC: April 2026