Terms of service (ToS) | Online Shop
“Seller” within the meaning of the following text shall in each case mean “BORN GmbH, Gewerbepark Wiesenstraße, Wiesenstraße 19, D-66115 Saarbrücken”.
§ 1 Subject Matter of the GTC – Scope of Application – General Provisions
§ 2 Offer, Conclusion and Subject Matter of the Contract
§ 3 Prices, Payment Terms, Set-Off
§ 4 Delivery and Delivery Time
§ 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance
§ 6 Liability for Defects (Warranty)
§ 7 Proprietary Rights, Intellectual Property
§ 8 Liability for Damages Based on Fault
§ 9 Retention of Title
§ 10 Applicable Law and Place of Jurisdiction for Disputes and Contract Language/Translations
§ 1 Subject Matter of the GTC – Scope of Application – General Provisions
(1) These General Terms and Conditions (GTC) apply to all contracts concluded between the Seller and its customers via the Seller’s online shop.
(2) The Seller operates a purely B2B shop. This means that purchase contracts are concluded only with customers and that, accordingly, only such customers are invited to use the shop and submit offers, or are intended to receive offers from the Seller, who act towards the Seller as entrepreneurs. Consumers are excluded from using the shop.
(3) An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. A consumer is any natural person who concludes, or intends to conclude, a legal transaction for purposes that can predominantly be attributed neither to their commercial nor to their independent professional activity.
(4) These GTC also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
(5) The inclusion of any of the customer’s own terms and conditions is expressly rejected. The parties may agree otherwise individually.
The customer’s or third parties’ terms and conditions shall not apply even if the Seller does not separately object to their applicability in an individual case. Even if the Seller refers to a letter that contains or refers to the customer’s or a third party’s terms and conditions, this shall not constitute consent to the applicability of such terms and conditions.
(6) The sale, resale and disposition of the deliveries and services, as well as any related technology or documentation, may be subject to German, EU and US export control law and, where applicable, the export control laws of other countries. Resale to embargoed countries, to blocked persons or to persons who use, or may use, the deliveries and services for military purposes, for ABC weapons or for nuclear technology is subject to approval. By placing the order, the customer declares compliance with such laws and regulations and further declares that the deliveries and services will not be delivered directly or indirectly to countries that prohibit or restrict the import of such deliveries and services, in particular the goods. The customer declares that it will obtain all approvals required for export and import.
§ 2 Offer, Conclusion and Subject Matter of the Contract
(1) The item descriptions available in the Seller’s online shop do not constitute binding offers by the Seller to conclude purchase contracts; rather, they initially serve only as an invitation to a customer to submit a binding offer.
(2) The customer may then submit the binding offer via the online order form provided in the online shop. For this purpose, the customer places the selected goods in the digital shopping cart and goes through the prescribed ordering process; the customer completes this process by clicking the button that concludes the ordering process and, by doing so, submits a legally binding purchase offer to the Seller in respect of the products contained in the shopping cart.
(3) The Seller then has five working days to accept the offer. This may be done by
• sending the customer a written order confirmation or an order confirmation in text form, by fax or email, whereby receipt of the order confirmation by the customer shall be decisive for its effectiveness, or
• dispatching/handing over the ordered goods to the customer, whereby receipt of the goods by, or acceptance of the goods by, the customer shall be decisive for effectiveness, or
• transmitting a payment request to the customer.
If several of the aforementioned alternatives apply, the contract shall be concluded at the point in time at which the first alternative is fulfilled. The acceptance period for the Seller begins on the day after the customer sends the offer; it ends upon expiry of the fifth working day following the sending of the customer’s offer. If timely acceptance does not occur, the customer shall no longer be bound by its offer and the late acceptance shall be deemed a new offer to the customer, which the customer may accept within five working days of receipt by
• sending a declaration of acceptance to the Seller at least in text form, whereby receipt by the Seller shall be decisive, or
• paying the purchase price.
If several of the aforementioned alternatives apply, the contract shall be concluded at the point in time at which the first alternative is fulfilled.
(4) If the customer selects as the payment method one of the payment methods offered by PayPal, the payment transaction shall be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22–24 Boulevard Royal, L-2449 Luxembourg, hereinafter “PayPal”.
In that case, the PayPal Terms of Use shall apply, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full, insofar as the customer has a PayPal account. If the customer does not have their own PayPal account, the terms for payments without a PayPal account shall apply, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.
(5) If the customer selects as the payment method one of the payment methods offered by PayPal, the Seller declares — in deviation from the above provisions — already now that the customer’s purchase offer shall be accepted at the point in time at which the customer clicks the button that concludes the ordering process.
(6) If the contract is concluded via the online order form, the contract text will be stored after conclusion of the contract and transmitted to the customer once in text form, for example by email, fax or letter, after the order has been sent. The Seller shall not make the contract text accessible beyond this. Only if the customer also creates a customer account in the online shop when placing the order can the customer subsequently view their purchases via the account, at least until the contracts have been processed. For this purpose, the customer requires their access data for the password-protected account.
(7) The customer may identify any input errors before submitting the binding order via the final button in the online order form by carefully reading the information displayed on the screen. As a technical aid for detecting any input errors, the customer may use the browser’s zoom function. Input errors may be corrected, or entries adjusted, until the customer has clicked the button that concludes the ordering process; this may be done using the usual keyboard and mouse functions.
(8) Order processing and contact are generally carried out by email or by automated functions of the online shop. The customer must therefore carefully check their entries and ensure that all information provided is truthful, and must ensure that the email address provided by them for order processing has been entered without errors and that they can actually receive emails sent by the Seller at this address. The customer must also configure any SPAM filters used in such a way that all emails sent by the Seller or by third parties commissioned by the Seller in connection with order processing can be delivered.
(9) Information provided by the Seller regarding the purchased item, for example weights, dimensions, utility values, load capacity, tolerances and technical data, as well as depictions thereof, for example drawings and illustrations, in particular in the item description in the online shop, are only approximately decisive unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Deviations customary in the trade and deviations resulting from legal requirements or representing technical improvements, as well as the replacement of components by equivalent parts, are permissible insofar as they do not impair usability for the contractually intended purpose.
§ 3 Prices, Payment Terms, Set-Off
(1) Unless expressly stated otherwise in the information in the online shop, in particular in the item description, prices are always exclusive of statutory VAT, i.e. net prices, and exclusive of delivery and shipping costs; the latter are stated separately in the respective item description.
(2) If shipment of the goods to a country outside the European Union is agreed, additional costs may arise in individual cases. These fall within the customer’s area of responsibility and are neither attributable to nor to be borne by the Seller. Such costs may include, for example, costs for money transfers by credit institutions, such as transfer fees and exchange rate fees, import duties or taxes, such as customs duties. Costs for money transfers may also arise if the goods are not delivered to a country outside the EU, but the customer makes the payment from a country outside the European Union.
(3) The available payment option or options will be communicated to the customer in the online shop.
(4) If the customer selects a payment method offered via the “PayPal” payment service, payment processing shall be carried out via PayPal. PayPal is permitted to use third-party payment service providers for this purpose.
(5) Set-off against counterclaims of the customer or the retention of payments on account of such claims is permissible only insofar as the counterclaims are undisputed or have been finally and legally established, or arise from the same order under which the relevant delivery was made.
(6) The Seller is entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, circumstances become known to it that are capable of substantially reducing the customer’s creditworthiness and that jeopardise payment of the Seller’s outstanding claims by the customer under the respective contractual relationship, including from other individual orders to which the same framework agreement may apply.
§ 4 Delivery and Delivery Time
(1) Deliveries shall be made ex works or ex warehouse of the Seller.
(2) Periods and dates for deliveries and services indicated by the Seller are always approximate only, unless a fixed period or fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transport.
(3) Without prejudice to its rights arising from the customer’s default, the Seller may demand from the customer an extension of delivery and service periods or a postponement of delivery and service dates by the period during which the customer fails to fulfil its contractual obligations towards the Seller.
(4) 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 unforeseeable at the time of conclusion of the contract, for example operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures, failure by suppliers to deliver, incorrect delivery or late delivery by suppliers, or disruptions to the Seller’s own operations, production and/or supply chain as a result of a pandemic, for which the Seller is not responsible. If such events substantially impede or render impossible the Seller’s delivery or service and the impediment is not merely temporary, the Seller is entitled to withdraw from the contract. In the case of impediments of temporary duration, the delivery or service periods shall be extended, or the delivery or service dates postponed, by the duration of the impediment plus a reasonable start-up period. If, as a result of the delay, acceptance of the delivery or service cannot reasonably be expected of the customer, the customer may withdraw from the contract by immediate written declaration to the Seller.
(5) The Seller is entitled to make partial deliveries only if
a) the partial delivery can be used by the customer within the scope of the contractual purpose,
b) delivery of the remaining ordered goods is ensured, and
c) this does not cause the customer significant additional effort or additional costs, unless the Seller declares its willingness to assume such costs.
(6) If the Seller is in default with a delivery or service, or if a delivery or service becomes impossible for the Seller for whatever reason, the Seller’s liability for damages shall be limited in accordance with § 8 of these GTC.
§ 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance
(1) The place of performance for all obligations arising from the contractual relationship shall be the Seller’s registered office, unless otherwise specified.
(2) The method of shipment and packaging shall be subject to the Seller’s dutiful discretion.
(3) Unless otherwise agreed, delivery of the goods shall be made by shipment to the delivery address specified by the customer as part of their order.
(4) Risk shall pass to the customer at the latest upon handover of the delivery item, whereby the start of the loading process shall be decisive, to the forwarding agent, carrier or other third party designated to carry out shipment. This shall also apply if partial deliveries are made or if the Seller has assumed other services, for example shipping or installation. If shipment or handover is delayed as a result of a circumstance whose cause lies with the customer, risk shall pass to the customer from the day on which the delivery item is ready for shipment and the Seller has notified the customer thereof.
(5) Storage costs after transfer of risk shall be borne by the customer. In the case of storage by the Seller, storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per completed week. The parties reserve the right to assert and prove higher/further or lower storage costs.
(6) The shipment shall be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks only at the customer’s express request and at the customer’s expense.
(7) Where, by way of exception, acceptance is to take place, the purchased item shall be deemed accepted if
a) delivery and, where the Seller also owes installation, installation has been completed,
b) the Seller has notified the customer thereof with reference to the deemed acceptance under this § 5 (7) and has requested acceptance,
c) 14 days have passed since delivery or the customer has begun using the purchased item, for example has put the item into use/operation, and in this case seven (7) days have passed since delivery or installation, and
d) the customer has failed to declare acceptance within this period for a reason other than a defect notified to the Seller that makes use of the purchased item impossible or substantially impairs it.
§ 6 Liability for Defects (Warranty)
(1) The warranty period shall be one year from transfer of risk. This period shall not apply to the customer’s claims for damages arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or its vicarious agents, each of which shall become time-barred in accordance with the statutory provisions.
(2) The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by the customer. With regard to obvious defects or other defects that would have been detectable during an immediate, careful inspection, they shall be deemed approved by the buyer if the Seller does not receive a written notice of defects within five (5) working days after delivery. Working days are all days from Monday to Friday, excluding statutory holidays at the Seller’s registered office. With regard to other defects, the delivery items shall be deemed approved by the customer if the notice of defects is not received by the Seller within five (5) working days after the time at which the defect became apparent; however, if the defect was already obvious at an earlier point in time during normal use, this earlier point in time shall be decisive for the beginning of the notification period. At the Seller’s request, a delivery item complained of must be returned to the Seller freight prepaid. In the case of a justified notice of defects, the Seller shall reimburse the costs of the least expensive shipping method for the return shipment; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.
(3) In the event of material defects in the delivered items, the Seller shall initially be obliged and entitled, at its choice to be made within a reasonable period, to remedy the defect or deliver a replacement. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of remedy or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is based on fault on the part of the Seller, the customer may, where applicable, also claim damages under the conditions set out in § 8.
(5) In the case of defects in components from other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its choice, assert its warranty claims against the manufacturers and suppliers for the customer’s account or assign them to the customer. Warranty claims against the Seller shall exist in respect of such defects, subject to the other requirements and in accordance with these General Terms and Conditions of Delivery, only if judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the customer’s relevant warranty claims against the Seller shall be suspended.
(6) The warranty shall lapse if the customer modifies the delivery item without the Seller’s consent or has it modified by third parties and this renders remedy of the defect impossible or unreasonably difficult. In any event, the customer shall bear the additional costs of remedying the defect arising from the modification.
(7) Any delivery of used items agreed with the customer in an individual case shall be made excluding any warranty for material defects.
(8) The statutory limitation periods for the right of recourse under § 445b of the German Civil Code (BGB) shall remain unaffected by the above limitations and reductions.
(9) Unless otherwise regulated above or in these GTC, liability for defects shall be governed by the statutory provisions.
§ 7 Proprietary Rights, Intellectual Property
(1) In accordance with this § 7, the Seller warrants that the delivery item is free from third-party industrial property rights or copyrights. Each contracting party shall notify the other contracting party immediately in writing if claims are asserted against it due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller shall, at its choice and at its expense, modify or replace the delivery item in such a way that no third-party rights are infringed while the delivery item continues to fulfil the contractually agreed functions, or procure for the customer the right of use by concluding a licence agreement with the third party. If the Seller does not succeed in doing so within a reasonable period, the customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the customer shall be subject to the limitations of § 8 of these GTC.
(3) In the case of infringements of rights by products of other manufacturers delivered by the Seller, the Seller shall, at its choice, assert its claims against the manufacturers and upstream suppliers for the customer’s account or assign them to the customer. In these cases, claims against the Seller shall exist in accordance with this § 7 only if judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.
(4) The Seller reserves ownership and copyright in all offers and cost estimates submitted by it, as well as in drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. Without the Seller’s express consent, the customer may neither make these items as such nor their contents accessible to third parties, disclose them, use them itself or through third parties, make them publicly accessible, reproduce them or otherwise use them for purposes other than initiating and processing the contract. At the Seller’s request, the customer must return these items in full to the Seller and destroy any copies made if they are no longer required by the customer in the ordinary course of business or if negotiations do not lead to the conclusion of a contract, in any case insofar as no statutory retention obligations prevent this. Excluded from this is the storage of electronically provided data for the purpose of customary data backup.
§ 8 Liability for Damages Based on Fault
(1) The Seller’s liability for damages, irrespective of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tortious acts, shall, insofar as fault is relevant in each case, be limited in accordance with this § 8.
(2) The Seller shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless this involves a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and install the delivery item on time, its freedom from defects of title and from such material defects as impair its functionality or usability more than insignificantly, as well as advisory, protection and custodial obligations intended to enable the customer to use the delivery item in accordance with the contract or intended to protect the life or limb of the customer’s personnel or to protect the customer’s property from significant damage.
(3) Insofar as the Seller is liable for damages on the merits pursuant to § 8 (2), this liability shall be limited to damage that the Seller foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or that it should have foreseen when applying due care customary in business. Indirect damage and consequential damage resulting from defects in the delivery item shall furthermore be compensable only insofar as such damage is typically to be expected when the delivery item is used as intended.
(4) The above exclusions and limitations of liability shall apply to the same extent in favour of the Seller’s executive bodies, legal representatives, employees and other vicarious agents.
(5) Insofar as the Seller provides technical information or acts in an advisory capacity and such information or advice is not part of the contractually agreed scope of performance owed by it, this shall be done free of charge and excluding any liability.
(6) The limitations of this § 8 shall not apply to the Seller’s liability for intentional conduct, for guaranteed characteristics, due to injury to life, body or health, or under the German Product Liability Act.
§ 9 Retention of Title
(1) The goods delivered by the Seller to the customer shall remain the property of the Seller until all secured claims have been paid in full. The goods, as well as the goods replacing them under the following provisions and covered by the retention of title, are hereinafter referred to as “Reserved Goods”.
(2) The customer shall store the Reserved Goods for the Seller free of charge.
(3) The customer is entitled to process and sell the Reserved Goods in the ordinary course of business until the occurrence of an enforcement event, paragraph 8. Pledges and transfers by way of security are inadmissible.
(4) If the Reserved Goods are processed by the customer, it is agreed that the processing shall be carried out in the name and for the account of the Seller and that the Seller shall directly acquire ownership or, if the processing is carried out using materials of several owners or if the value of the processed item is higher than the value of the Reserved Goods, co-ownership, i.e. fractional ownership, of the newly created item in the ratio of the value of the Reserved Goods to the value of the newly created item. In the event that no such acquisition of ownership by the Seller should occur, the customer hereby already transfers to the Seller, by way of security, its future ownership or, in the ratio stated above, co-ownership of the newly created item. If the Reserved Goods are combined with other items to form a single item or inseparably mixed and one of the other items is to be regarded as the principal item, the customer shall, insofar as the principal item belongs to it, transfer to the Seller pro rata co-ownership of the single item in the ratio stated in sentence 1.
(5) In the event of resale of the Reserved Goods, the customer hereby already assigns to the Seller, by way of security, the claim arising therefrom against the purchaser — in the case of the Seller’s co-ownership of the Reserved Goods, pro rata in accordance with the co-ownership share. The same applies to other claims that replace the Reserved Goods or otherwise arise in respect of the Reserved Goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The Seller revocably authorises the customer to collect the claims assigned to the Seller in its own name. The Seller may revoke this collection authorisation only in the enforcement event, paragraph 8.
(6) If third parties access the Reserved Goods, in particular by seizure, the customer shall immediately point out the Seller’s ownership to them and inform the Seller thereof in order to enable the Seller to enforce its ownership rights. If the third party is unable to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable to the Seller for such costs.
(7) The Seller shall release the Reserved Goods as well as the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter shall lie with the Seller.
(8) If the Seller withdraws from the contract due to conduct by the customer in breach of contract, in particular default in payment, this shall constitute an enforcement event, and the Seller shall be entitled to demand surrender of the Reserved Goods.
§ 10 Applicable Law and Place of Jurisdiction for Disputes and Contract Language/Translations
(1) If the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between the Seller and the customer shall, at the Seller’s choice, be Saarbrücken or the customer’s registered office. However, for actions against the Seller, Saarbrücken shall in these cases be the exclusive place of jurisdiction. Mandatory statutory provisions regarding exclusive places of jurisdiction shall remain unaffected by this provision.
(2) The relationship between the Seller and the customer shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.
(3) Only the German language is available for conclusion of the contract.
(4) These GTC as well as all other descriptions and texts relating to the goods or the content of the contract shall be interpreted solely on the basis of applicable German law and in accordance with German legal and linguistic understanding. Insofar as translated versions are also made available on this website, these serve for information purposes only; they shall not become part of the legal transaction. In the event of discrepancies between the German version and versions in other languages, only the German version shall therefore apply.
(5) Insofar as the contract or these GTC contain regulatory gaps, those legally effective provisions shall be deemed agreed to fill such gaps which the contracting parties would have agreed, in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery, had they been aware of the regulatory gap.
Version: June 2025