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General Terms And Conditions

General Terms of Sale of 4smarts GmbH, Am Mittleren Moos 24, 86167 Augsburg

  1. 1. Scope
    1. 1.1  These General Terms and Conditions apply to the purchase of products and all other deliveries and services from 4smarts GmbH, Am Mittleren Moos 24, 86167 Augsburg.
    2. 1.2 The entire offer of 4smarts is exclusively directed at business customers. Business customers (hereinafter referred to as “Customers”) are all natural or legal persons or partnerships with legal capacity who act in the exercise of their commercial or self-employed professional activity when purchasing.
    1. 1.3  Deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall have no binding effect on 4smarts.
  1. 2. Offer and Conclusion of Contract
    1. 2.1  All offers from 4smarts are legally non-binding and merely represent an invitation to submit a binding offer (invitatio ad offerendum), unless explicitly marked as binding. Product images may differ slightly from the delivered products, especially during product range updates by the manufacturer.
    2. 2.2  The Customer makes a legally binding offer to conclude a purchase contract by clicking the order button in the online shop or by placing an order in writing or by phone. The offer is submitted at the Customer’s own risk.
    3. 2.3  The confirmation by 4smarts of receipt of the order in the online shop is not a declaration of acceptance but merely a statutory customer notification. The offer is only accepted by 4smarts if it is confirmed in writing or in text form, usually via a dispatch notification, within 5 working days of receipt, or through unconditional delivery within the same period. Otherwise, the offer is deemed rejected after 5 working days.
    4. 2.4  Login credentials for the online shop must be kept confidential by the Customer and must not be disclosed to third parties. In case of misuse, the Customer is liable for damages caused by their fault.
  3. 3.  Prices, Payment and Delivery, Default in Payment
    1. 3.1  All stated prices are net prices. They are to be paid plus shipping costs and other statutory charges, especially VAT. The shipping costs stated on the 4smarts website apply.
    2. 3.2  Discounts and rebates require separate agreement with 4smarts. Payments by cheque or bill of exchange are not accepted.
    3. 3.3  If the Customer has issued a SEPA direct debit mandate, the pre-notification of the debit will occur at least 7 calendar days before the due date.
    4. 3.4  4smarts is entitled to execute outstanding deliveries only against prepayment or provision of security if, after contract conclusion, circumstances become known that significantly reduce the Customer’s creditworthiness and jeopardize payment of outstanding claims.
    5. 3.5  Shipping is ex warehouse Augsburg, uninsured, at the Customer’s cost and risk via a logistics provider selected by 4smarts to the delivery address specified by the Customer. Upon request and where possible, insured shipping may be arranged. Shipping method and packaging are at the discretion of 4smarts.
    6. 3.6  The risk of accidental loss or deterioration transfers to the Customer upon handover of the goods to the carrier, freight forwarder, or other party commissioned for shipment. If the Customer is in default of acceptance, it is considered equivalent to handover. Storage costs after risk transfer are borne by the Customer. If stored by 4smarts, the storage cost is 1% of the invoice amount of the stored goods per elapsed week. Further or lower storage costs may be claimed or evidenced.
    7. 3.7  4smarts reserves the right to make partial deliveries for justified reasons, considering the legitimate interests of the Customer.
    8. 3.8  Delivery dates or periods are always approximate unless explicitly agreed otherwise. Timely handover to the carrier is sufficient for adherence to delivery deadlines.
    9. 3.9  If binding delivery deadlines have been agreed in individual cases, 4smarts may demand an extension equal to the delay caused by the Customer not fulfilling contractual obligations.
    10. 3.10 If 4smarts is delayed in delivery or performance, or if delivery becomes impossible, liability for damages is limited in accordance with clause 10
  4. 4. Customer’s Inspection Obligation
    1. 4.1 Transport damage must be reported to the logistics company immediately upon receipt and notified to 4smarts. Open or damaged packages must not be accepted.
    2. 4.2  Upon receipt, the number of packages and the delivery note data must be checked before signing. Missing deliveries must be noted by the Customer on the delivery note
    3. 4.3  Obvious and discovered defects must be reported in writing or text form immediately. Complaints made later will not be accepted if the above obligations were not met.
    4. 4.4  The legal basis for processing personal data is Art. 6 (1) lit. b GDPR (contract performance) and, if applicable, Art. 6 (1) lit. f GDPR (legitimate interest).
  6. 5.  Force Majeure, Withdrawal, and Claims for Damages
    1. 5.1  4smarts is not liable for delivery impossibilities or delays caused by force majeure or other unforeseeable events at the time of contract conclusion, e.g., operational disruptions, shortages, pandemics, strikes, war, or delayed deliveries from suppliers. If such events hinder delivery or performance significantly or make them impossible and are not temporary, 4smarts may withdraw from the contract. If temporary, delivery times are extended accordingly.
    2. 5.2  4smarts will notify the Customer without delay of the occurrence and expected duration of such hindrance.
    3. 5.3  If the delay renders acceptance unreasonable for the Customer, they may withdraw from the contract by immediate written notice.
  7. 6.  Retention of Title
    1. 6.1  Products remain the property of 4smarts until full settlement of all claims, including incidental and current account claims.
    2. 6.2  The Customer may process or combine the products. Processing is done on behalf of 4smarts, which becomes the owner or co-owner depending on the value ratio.
    3. 6.3  The Customer may sell the goods in regular business but not pledge or assign them. Resulting claims are hereby assigned to 4smarts for security.
    4. 6.4  If the Customer breaches the contract, especially in case of payment default, 4smarts is entitled to reclaim the goods. This also constitutes contract withdrawal.
    5. 6.5  The Customer must handle the goods with care and insure them adequately. Necessary maintenance must be carried out at their own cost.
    6. 6.6  In case of third-party access, the Customer must indicate 4smarts’ ownership and inform 4smarts immediately.
    7. 6.7  Upon request, 4smarts will release securities if their value exceeds claims by more than 50%.
    8. 6.8  In case of insolvency, 4smarts may reclaim goods still under retention of title without contract termination.
  8. 7. Export Control
    1. 7.1  The Customer must comply with national and international export regulations, especially of Germany, the EU, and the USA.
    2. 7.2  Before resale, the Customer must assess possible export consequences for 4smarts and inform them if such consequences cannot be excluded.
  9. 8. Warranty Claims of the Customer in Case of Material Defects
    1. 8.1  No warranty claims exist for used products, normal wear and tear, or for defects or damages caused by improper use or attempted repairs by the Customer or unauthorised third parties. This also applies to spare parts installed by non-authorised service workshops. In all such cases, the Customer must bear the additional costs caused by such actions.
    2. 8.2  If there is a defect in the purchased item for which 4smarts is responsible, 4smarts shall, at its discretion and subject to Clause 8.3, repair the defect or deliver a replacement. If rectification fails – meaning it is impossible, unreasonable, refused, or unreasonably delayed – the Customer may withdraw from the contract or reduce the purchase price appropriately.
    3. 8.3  In the case of defects in components from other manufacturers which 4smarts cannot remedy for legal or factual reasons, 4smarts may either assert warranty claims against the manufacturers/suppliers for the Customer or assign them to the Customer. Claims against 4smarts exist only under the legal requirements and these Terms if legal enforcement against the manufacturer/supplier fails or is futile (e.g., due to insolvency). During such legal disputes, the statute of limitations for the Customer’s warranty claims against 4smarts is suspended.
    4. 8.4  Returns not due to defects are at the Customer’s risk. In such cases, 4smarts reserves the right to charge the Customer for handling costs.
    5. 8.5  The limitation period for warranty claims is one year from the transfer of risk, subject to Clause 8.6. If a replacement is provided under warranty, this does not reset the limitation period. The Customer’s statutory rights under §§ 478, 479 BGB remain unaffected.
    6. 8.6  Claims for damages due to defects are governed exclusively by Clause 10
  11. ​​​​​​​9. Defects of Title and Intellectual Property Infringements
    1. 9.1  4smarts warrants, in accordance with this Clause, that the products are free from third-party intellectual property rights that would impair their contractual use. Each party shall notify the other in text form without delay if claims are made against them due to the infringement of such rights.
    2. 9.2  If a product infringes third-party IP rights, 4smarts shall, at its discretion and own cost, modify or replace the product so that it no longer infringes rights, while maintaining agreed functionality, or obtain a licence for the Customer. Software issues shall be resolved via update, patch, or workaround. If 4smarts fails to do so within a reasonable time, the Customer may withdraw from the contract or reduce the purchase price.
    3. 9.3  Any claims for damages are subject exclusively to Clause 10.
    4. 9.4  In cases of infringement by components supplied by other manufacturers, Clause 8.3 shall apply accordingly.
    5. 9.5  Clauses 8.4 and 8.5 apply accordingly.
  12. 10. Liability
    1. 10.1 Any liability of 4smarts for damages, regardless of the legal basis, directly or indirectly related to the products, is excluded unless otherwise stated below. This includes, in particular, loss of profits, data loss, other damages caused by product defects, or damages due to force majeure. The same applies to personal liability of employees, representatives, and vicarious agents.
    2. 10.2 4smarts is not liable for simple negligence of its legal representatives, employees, or agents unless it concerns a breach of essential contractual obligations (cardinal duties). Cardinal duties are those which enable the proper performance of the contract and on whose observance the Customer may rely.
    3. 10.3 In cases of liability for breach of cardinal duties under Clause 10.2, such liability is limited to the typical foreseeable damage unless otherwise agreed. Indirect or consequential damage is only compensable if such damage is typically foreseeable in the use of the product.
    4. 10.4 In cases of liability for simple negligence, 4smarts’ liability is capped at EUR 3 million per damage event, even in the case of breach of cardinal duties.
    5. 10.5 These limitations do not apply to liability for intentional misconduct, guaranteed characteristics, injury to life, body or health, or under the German Product Liability Act.
  13. 11. Set-off, Right to Withhold Performance
    1. Set-off, withholding payment, or raising the defence of unfulfilled contract by the Customer is only permissible if the counterclaim or ground for withholding is undisputed or legally established.
  14. 12. Severability Clause
    1. Should any provision of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a statutory provision that comes closest to the intended economic purpose. The same applies to any contractual gaps.
  15. ​​​​​​​​​​​​​​13. Place of Performance and Jurisdiction
    1. 13.1 The place of performance and exclusive jurisdiction for all disputes arising from this contractual relationship is the registered office of 4smarts.
    2. 13.2 German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  16. 14. Data Protection
    1. 14.1 4smarts treats the Customer’s personal data confidentially. The data provided during the order (company name, address, phone, fax, email, VAT ID) and usage data will be stored and used solely for contract processing, including any credit checks. Without the Customer’s consent, 4smarts will not collect, process, or use any personal data for advertising, market, or opinion research.
    2. 14.2 The Customer may access, modify, or delete their stored data at any time via their customer account under “My Data”. Further details are available in the privacy policy on the 4smarts website in printable format.
    4. ​​​​​​​Version: March 2025