Terms and Conditions for Business Customers
OVERVIEW
These General Terms and Conditions for Business Customers (“B2B Terms and Conditions”) apply to the B2B section of the kaudas.de online store operated by EcoBeam GmbH. Throughout these B2B Terms and Conditions, the terms “we,” “us,” and “our” refer to EcoBeam GmbH.
By registering a customer account in the B2B section and/or placing an order, you agree to these B2B Terms and Conditions. These B2B Terms and Conditions take precedence over the store’s general (consumer) Terms and Conditions for the B2B section; unless otherwise specified, the general provisions set forth in Sections 10 through 26 of these B2B Terms and Conditions apply in addition.
Our store is hosted on Shopify Inc. Shopify provides us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 – SCOPE OF APPLICATION
These B2B Terms and Conditions apply exclusively to orders placed in the B2B section of our online store by business entities as defined in Section 14 of the German Civil Code (BGB) that purchase the ordered goods for the purpose of commercial resale.
Access to the B2B section is reserved exclusively for business owners with a valid business license or entry in the commercial register and a valid VAT identification number. Consumers, as defined in Section 13 of the German Civil Code (BGB), are not permitted to use the B2B section.
The B2B section is currently intended exclusively for business customers with a registered office and shipping address in the Federal Republic of Germany. Orders with a shipping address outside of Germany cannot currently be accepted through the B2B section.
SECTION 2 – CUSTOMER ACCOUNT AND ACTIVATION
Use of the B2B section requires registration of a customer account. As part of the registration process, you must provide proof of business registration or entry in the commercial register, as well as the company’s VAT identification number.
Newly registered accounts are initially assigned the status “pending” and will only be activated for orders after we have reviewed and approved them (status “approved”). There is no guarantee that a customer account will be activated.
We reserve the right to refuse to activate an account, to revoke activation, or to suspend an account, particularly if there are doubts regarding the commercial use of the ordered goods or the accuracy of the documentation provided.
SECTION 3 – ORDERS, MINIMUM ORDER AMOUNT, AND UNITS OF SALE
Products in the B2B sector are offered exclusively in sealed units (“case packs”) and cannot be ordered in quantities less than a full sales unit. The number of units per case pack is specified on the respective product page.
For B2B orders, a mandatory minimum order value of €200.00 plus applicable sales tax and plus shipping costs per order applies. Orders below this minimum order value cannot be processed.
An order may be canceled or modified by the customer free of charge until the merchandise is shipped. Once the merchandise has been shipped, cancellation is no longer possible; the applicable legal provisions apply.
We reserve the right to refuse orders or limit the quantity ordered, particularly if there are reasonable doubts regarding the customer's creditworthiness or identity.
SECTION 4 – RIGHT OF CANCELLATION
The statutory right of withdrawal under Section 312g of the German Civil Code (BGB) applies exclusively to consumers as defined in Section 13 of the BGB. Since the B2B sector is reserved exclusively for business entities as defined in Section 14 of the BGB, there is no right of withdrawal for orders placed in the B2B sector.
Return or exchange options in individual cases—such as in the event of an incorrect delivery or damage during shipping—are governed by the statutory warranty rights set forth in Section 9 of these B2B Terms and Conditions.
SECTION 5 – TERMS OF PAYMENT
1. Payment in Advance
Unless otherwise agreed upon by the parties, payment for ordered goods is due in advance (prepayment). The payment details required for the bank transfer will be provided to the customer upon receipt of the order. Delivery will be made after full payment has been received.
2. Payment by invoice for business customers
Payment by invoice is available exclusively to business customers as defined in Section 14 of the German Civil Code (BGB) and requires our prior approval.
There is no automatic entitlement to payment by invoice. Approval is granted at our sole discretion following an individual review of the customer, which may take into account, in particular, the existing business relationship, the customer’s payment history, the order volume, and the purchase volume. Payment by invoice is not available to new customers on their first order.
3. Custom Payment Terms
Once payment on account has been approved, the customer is assigned a specific payment term. Depending on the agreement, the payment term may be:
- 7 calendar days,
- 14 calendar days, or
- 30 calendar days.
The payment term applicable to each customer is specified on the corresponding invoice. Unless otherwise stated on the invoice, the payment term begins on the invoice date.
4. Modification or Revocation of Authorization for Payment on Account
We reserve the right to modify or revoke authorization for payment on account for future orders at any time. This applies in particular in the event of outstanding or past-due payments, a significant deterioration in the customer’s financial circumstances, or other circumstances that indicate an increased risk of nonpayment.
Orders that have already been confirmed remain subject to the payment terms agreed upon for them, unless the parties expressly agree otherwise.
5. Due Date and Late Payment
Invoices must be paid in full and without deduction within the agreed payment period. The date on which full payment is received in the account specified by us shall determine whether the payment was made on time.
In the event of a delay in payment, we are entitled to assert our legal rights, including the right to statutory late-payment interest as well as any other costs or damages permitted by law.
6. Suspension of Further Deliveries
In the event of outstanding or past-due payment obligations, we are entitled to make further deliveries contingent upon advance payment or the provision of appropriate payment guarantees. This also applies to customers who have previously been granted credit terms.
7. Payment Methods
In the B2B sector, credit cards, debit cards, and SEPA direct debit are available as payment methods. Payment by invoice is reserved exclusively for existing, verified business customers, in accordance with the preceding paragraphs.
SECTION 6 – SHIPPING AND DELIVERY
Unless otherwise agreed, delivery in the B2B sector is made under the FCA (Free Carrier, Incoterms) terms from our warehouse or the agreed-upon delivery location.
Shipping costs are always calculated separately for B2B orders and are based on the weight of the order. The free shipping offered on the website for orders above a certain value applies exclusively to B2C orders and does not apply to B2B orders. There is no minimum order value required for free shipping in the B2B sector, regardless of the order amount.
Delivery time estimates are non-binding and may vary depending on the delivery address and destination country. A binding delivery time will be provided only upon confirmation of the order. To the extent permitted by law, we assume no liability for delays beyond our control (e.g., due to raw material shortages, production capacity constraints, or transportation delays).
SECTION 7 – RETENTION OF TITLE
7.1 Retention of Title
The delivered goods remain our property until all claims arising from the respective business relationship with the customer have been paid in full.
The customer must treat the goods subject to retention of title with care and may neither pledge them nor assign them to third parties as security.
7.2 Resale in the ordinary course of business
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business.
As a precautionary measure, the customer hereby assigns to us in advance all claims arising from the resale of the goods subject to retention of title against its customers, including all ancillary rights, in the amount of the final invoice amount agreed upon between us and the customer. We accept this assignment.
The customer remains authorized to collect the assigned receivables in the ordinary course of business. We reserve the right to revoke this authorization if the customer fails to meet its payment obligations, falls into default, or if other circumstances arise that indicate a significant deterioration in the customer’s financial situation.
7.3 Processing or Blending of the Goods
If the goods subject to retention of title are processed, mixed, or combined by the customer, we shall acquire co-ownership of the newly created product in proportion to the value of the goods we delivered relative to the total value of the new product.
The customer hereby assigns to us in advance any claims arising from the sale of the new product to third parties, in proportion to our share of co-ownership. We accept this assignment.
7.4 Duty to Disclose
The customer must immediately notify us in writing of any actions taken by third parties with respect to the goods subject to retention of title—in particular, seizures or other interventions by third parties—and must provide us with all information and documents necessary to protect our property rights.
7.5 Right to Return Property
If the customer acts in breach of the contract—in particular, in the event of late payment—we are entitled to demand the return of the goods subject to retention of title in accordance with statutory provisions. Unless we expressly state otherwise, asserting this claim for return does not constitute a withdrawal from the contract.
SECTION 8 – DUTY TO INSPECT AND NOTIFY
1. Duty to Investigate
If the customer is a merchant as defined by the German Commercial Code (HGB), the customer must inspect the goods immediately upon delivery, to the extent that this is feasible in the ordinary course of business, particularly with regard to quantity, type, and externally visible defects.
2. Notice of Defects
Any defects discovered during the inspection must be reported to us in writing immediately. Any defects not discovered during the inspection must be reported in writing immediately upon their discovery.
3. Consequences of Failure to Report
If the customer fails to conduct the required inspection or to report an apparent defect within the applicable time limit, the goods shall be deemed accepted with respect to that defect, to the extent provided for in § 377 of the German Commercial Code (HGB).
4. Hidden Defects
If a defect was not apparent during the inspection and is discovered only later, the customer must notify us in writing immediately upon discovery. The customer’s statutory rights in the case of fraudulently concealed defects remain unaffected by this provision.
SECTION 9 – WARRANTY
We are liable for defects in the delivered goods in accordance with statutory provisions, unless otherwise specified below.
For business customers as defined in § 14 of the German Civil Code (BGB), the statutory warranty period is reduced from two years to one year from the date of delivery of the goods. This reduction does not apply to claims for damages arising from injury to life, limb, or health; in cases of intent or gross negligence on our part; in cases where we have assumed a guarantee of quality; or in cases of fraudulently concealed defects; in such cases, the statutory periods apply.
The obligation to inspect and give notice of defects pursuant to Section 8 of these B2B Terms and Conditions remains unaffected by this and, as a provision of higher priority, takes precedence over the general warranty provisions.
SECTION 10 – CHANGES TO SERVICES AND PRICES
Prices for our products are subject to change without prior notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice.
Shopify is not liable to you or any third party for any changes, price changes, suspension or discontinuation of the Service.
SECTION 11 – ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
We are not responsible if the information provided on this site is not accurate, complete or current. The material on this website is for general information purposes only and should not be relied upon or used as the sole basis for making decisions without checking primary, more accurate, more complete or more up-to-date sources of information. Any reliance you place on the material on this website is strictly at your own risk.
This page may contain certain historical information. Historical information is not necessarily current and is provided for your reference only. We reserve the right to change any content on this website at any time, but we are under no obligation to update any information on our website. You agree that it is your responsibility to monitor changes to our website.
SECTION 12 – PRODUCTS
Certain products may be available only online through the website and may be in limited supply.
We have made every effort to display the colors and images of our products that appear in the store as accurately as possible. We cannot guarantee that your computer screen will display every color correctly.
We reserve the right, but are not obligated, to restrict the sale of our products to certain individuals, geographic regions, or jurisdictions. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of products we offer. All product descriptions or prices are subject to change at any time without notice and at our sole discretion. We reserve the right to discontinue any product at any time.
SECTION 13 – ACCURACY OF ORDER AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, at our sole discretion, limit or cancel purchase quantities per customer account or per order. If we modify or cancel an order, we will attempt to notify you using the contact information you provided at the time of the order.
You agree to provide current, complete, and accurate order and account information for all purchases made in the B2B section and to update this information promptly—including your email address and payment details—so that we can complete your transactions and contact you as needed.
SECTION 14 – ADDITIONAL TOOLS
We may provide you with access to third-party tools that we cannot monitor, control or influence.
You agree that we provide access to these tools “as is” and “as available,” without any warranties, representations, or conditions of any kind, and without any endorsement. We assume no liability arising from or related to your use of additional third-party tools.
Any use of additional tools offered through the website is at your own risk and discretion.
SECTION 15 – THIRD-PARTY LINKS
Certain content, products, and services available through our service may include materials from third parties. Third-party links on this website may direct you to third-party websites that are not affiliated with us. We are not responsible for reviewing or evaluating the content or its accuracy, and we make no warranties and assume no liability or responsibility for third-party materials, websites, or services.
Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party provider.
SECTION 16 – USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS
If you submit creative ideas, suggestions, proposals, plans, or other materials online, by email, by mail, or by any other means (“Comments”), you agree that we may edit, reproduce, publish, distribute, translate, and otherwise use such Comments at any time and without restriction. We are under no obligation to treat Comments as confidential, to pay compensation for them, or to respond to them.
You agree that your comments do not infringe on the rights of third parties and do not contain any illegal, offensive, or otherwise prohibited material. You are solely responsible for your comments and their accuracy.
SECTION 17 – PERSONAL DATA
The transmission of personal data through the online store is subject to our Privacy Policy.
SECTION 18 – ERRORS, INACCURACIES, AND OMISSIONS
Occasionally, our website may contain typographical errors, inaccuracies, or omissions regarding product descriptions, pricing, shipping fees, delivery times, and availability. We reserve the right to correct such errors, modify information, or cancel orders at any time and without prior notice.
SECTION 19 – PROHIBITED USES
In addition to other prohibitions set forth in these B2B Terms and Conditions, you are prohibited from using the website or its content for unlawful purposes, violating applicable laws, infringing intellectual property rights, transmitting viruses or malicious code, unlawfully collecting personal data of third parties, or disrupting or circumventing the service’s security features. We reserve the right to terminate your use of the Service if you violate these terms.
SECTION 20 – DISCLAIMER; LIMITATION OF LIABILITY
We assume no guarantee, responsibility or warranty that the use of our service will be uninterrupted, timely, secure or error-free.
Under no circumstances shall EcoBeam GmbH, our directors, officers, employees, subsidiaries, agents, contractors, suppliers, or licensors be liable for any indirect, incidental, punitive, special, or consequential damages of any kind, including lost profits, lost revenue, or loss of data, to the extent permitted by law. Liability for damages resulting from injury to life, limb, or health, as well as for willful misconduct and gross negligence, remains unaffected by this provision.
SECTION 21 – COMPENSATION
You agree to indemnify EcoBeam GmbH and its affiliates, agents, and employees against any third-party claims, including reasonable attorney’s fees, arising from your breach of these B2B Terms and Conditions or the rights of a third party.
SECTION 22 – SEVERABILITY CLAUSE
If any provision of these B2B Terms and Conditions is found to be unlawful, void, or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected.
SECTION 23 – TERMINATION
The obligations and liabilities of the parties that arose prior to the termination date shall survive the termination of these B2B Terms and Conditions for all purposes.
These B2B Terms and Conditions remain in effect until terminated by you or us. If, in our sole discretion, you fail to comply with any provision of these B2B Terms and Conditions, we may terminate this agreement at any time without notice and deny you access to the B2B area.
SECTION 24 – ENTIRE AGREEMENT
These B2B Terms and Conditions, as well as the policies we have published, constitute the entire agreement between you and us regarding the B2B sector and supersede all prior agreements, communications, and offers between you and us on this subject.
SECTION 25 – GOVERNING LAW AND JURISDICTION
These B2B Terms and Conditions, as well as all agreements under which we provide you with B2B services, are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
To the extent permitted by law, the exclusive venue for all disputes arising out of or in connection with the business relationship in the B2B sector is Hamburg.
In the event of disputes arising from the business relationship, the parties will first attempt to reach an amicable resolution through direct contact between the parties involved before taking legal action.
SECTION 26 – CHANGES TO THE B2B TERMS AND CONDITIONS
The most recent version of these B2B Terms and Conditions can be viewed on this page at any time. We reserve the right to update, modify, or replace parts of these B2B Terms and Conditions at our sole discretion by posting updates on our website.
SECTION 27 – CONTACT INFORMATION
Please direct any questions regarding these B2B Terms and Conditions or B2B orders to: [INSERT B2B SUPPORT EMAIL].