Terms of service

GENERAL TERMS AND CONDITIONS FOR THE ESPAS GMBH ONLINE SHOP

1. Scope

1.1 All business relationships between Espas GmbH, Graf-Haeseler-Straße 7–13, 34134 Kassel, Germany (hereinafter ‘Espas’), and the respective customer (hereinafter ‘Customer’) shall be governed exclusively by the following General Terms and Conditions in the version valid at the time of the order.

1.2 These General Terms and Conditions apply to all orders placed via the Espas GmbH online shop. For the purposes of these General Terms and Conditions, a ‘customer’ refers to both consumers and entrepreneurs. A ‘consumer’ within the meaning of these General Terms and Conditions is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor related to their self-employed professional activity. An ‘entrepreneur’ is any natural or legal person, or partnership with legal capacity, who, at the time of concluding the contract, is acting in the course of their commercial or self-employed professional activity.

1.3 Any conflicting, deviating or supplementary general terms and conditions of business or purchase on the part of the purchaser shall not form part of the contract, unless Espas has expressly agreed to their validity in writing in individual cases. This shall also apply if Espas does not expressly object or carries out the delivery without reservation whilst being aware of conflicting terms and conditions.

2. Conclusion of the Contract

2.1 The product descriptions, prices and other information contained in the Espas online shop at www.espas.de do not constitute binding offers by Espas, but are merely a non-binding invitation to the customer to make a binding offer.

2.2 The customer may submit their offer via the online order form provided in the Espas online shop. To do so, the customer adds the desired products from the Espas range to the virtual shopping basket by clicking the ‘Add to basket’ button, completes the electronic ordering process and, by clicking the ‘Place order’ button that concludes the ordering process, submits a legally binding contractual offer in respect of the products contained in the shopping basket. Before submitting the order, the customer may view and amend the details at any time. As part of the checkout process, the customer is expressly informed that Espas’s General Terms and Conditions are available via a clearly marked link. The contract is concluded by clicking the ‘Place order with obligation to pay’ button in accordance with the terms and conditions linked there. Alternatively, the customer may also submit their offer to Espas by email or telephone.

2.3 In response to the customer’s offer, Espas will send an automatic confirmation of receipt by email, in which Espas confirms the content and receipt of the customer’s order and which the customer can print out using the ‘Print’ function. This automatic confirmation of receipt does not constitute acceptance of the customer’s offer.

2.4 Espas may accept the customer’s offer within five (5) working days by sending the customer an order confirmation in writing (in particular by email), in which case receipt of the order confirmation by the customer is decisive, or by delivering the ordered products to the customer, in which case receipt of the products by the customer is decisive, or by requesting payment from the customer after the order has been placed. If more than one of the above alternatives applies, the contract is concluded at the time when the first of the above alternatives occurs. The period for accepting the offer begins on the day after Espas receives the customer’s offer and ends at the end of the fifth working day. If Espas does not accept the customer’s offer within this period, this shall be deemed a rejection of the offer; in this case, the customer is no longer bound by their order.

2.5 If the customer is a consumer, Espas shall provide the customer with a confirmation of contract setting out the ‘content of the contract’ in accordance with Section 312 f (2), first sentence, of the German Civil Code (BGB) on a ‘durable medium’ within a reasonable period following the conclusion of the contract, and at the latest upon delivery.

2.6 The contract is concluded in German. The information contained in catalogues, brochures, technical documentation or other documents (in particular illustrations, drawings, weight and dimension specifications, performance data, references to standards) represents approximate values customary in the industry and is only binding if it is expressly designated as binding or as an agreement on quality in Espas’s quotation or order confirmation.

3. Availability of goods, delivery time

3.1 Delivery times specified by Espas are calculated from the date of the order confirmation, subject to prior payment of the purchase price (except in the case of purchase on account). Unless no delivery time or a different delivery time is specified for the relevant goods in the online shop, the delivery time is 21 days.

3.2 If the product selected by the customer is not available at the time of ordering, Espas shall inform the customer of this without delay. In this case, no contract shall be concluded. Espas shall, in this case, refund any payments already made by the customer without delay.

3.3 If the product selected by the customer is only temporarily unavailable, Espas will also inform the customer of this without delay in the order confirmation, stating the expected date of availability.

4. Delivery, Delivery Area and Shipping Conditions

4.1 Standard deliveries are made exclusively within the Federal Republic of Germany. The customer must have a delivery address within Germany.

4.2 Deliveries to Member States of the European Union outside Germany are possible only upon individual enquiry and subject to a separate agreement regarding shipping costs. The shipping costs will be communicated to the customer in an individual quotation prior to the conclusion of the contract.

4.3 Deliveries to countries outside the European Union are made only upon separate order and subject to individual agreement. The customer shall bear all costs, duties, customs charges and fees associated with import and export.

4.4 Espas’ scope of services comprises solely the delivery of the ordered goods, not their assembly. Assembly services require a separate written agreement.

4.5 Unless otherwise agreed, delivery shall be made to the nearest unloading point at the delivery address that is accessible to a 25-tonne lorry. The customer must ensure that the delivery address is accessible to such a vehicle and that suitable unloading facilities are available. If delivery is not possible for reasons attributable to the customer, the customer shall bear the reasonable additional costs incurred as a result, in particular for a second delivery, waiting times, transhipment or temporary storage. In the case of consumers, this shall only apply insofar as the customer was clearly informed of this prior to the conclusion of the contract and the costs are reasonable and verifiable.

4.6 Partial deliveries to a reasonable extent are permitted and may be invoiced separately to entrepreneurs.

5. Transfer of risk

5.1 If the purchaser is a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the consumer only upon handover of the goods to the consumer, even in the case of sale by correspondence.

5.2 If the purchaser is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods passes to the purchaser upon handover to the forwarding agent or carrier designated to carry out the dispatch. Espas shall determine the method and route of dispatch, unless otherwise agreed. Any special instructions regarding transport must be provided by the purchaser in writing and shall only be binding on Espas if they have been confirmed by Espas in writing.

5.3 Transport insurance shall only be taken out at the express request and at the expense of the customer.

5.4 The customer must have any transport damage documented and confirmed by the transport company immediately upon receipt of the goods. For consumers, failure to comply with this requirement shall have no effect on statutory rights in respect of defects.

6. Prices, Invoices, Payments

6.1 The prices stated on the website www.espas.de are in euros and include the applicable VAT, but exclude any costs for freight, postage or transport insurance.

6.2 Delivery within the Federal Republic of Germany is subject to the delivery charges specified in the online shop.

6.3 Payment of the purchase price is due immediately upon conclusion of the contract. If the due date for payment is determined by the calendar, the customer shall be in default simply by failing to meet the deadline. In the case of consumers, default shall only occur following a reminder. In this case, the customer, insofar as they are a consumer, shall pay default interest at a rate of 5 percentage points above the base rate. If the customer is an entrepreneur, they shall pay default interest at a rate of 9 percentage points above the base rate in the event of default.

6.4 Payments must be made in euros, free of charges and costs, to a bank designated by Espas.

6.5 Espas is entitled to apply payments made by the customer, notwithstanding any provision to the contrary on the part of the customer, first towards costs, then towards interest and finally towards the oldest outstanding principal claim.

7. Set-off and rights of retention

7.1 The customer is only entitled to set off claims against Espas if their counterclaim is undisputed, has been acknowledged by Espas, has been legally established or is ready for a decision, or if their claim arises from the same contractual relationship as Espas’s claim.

7.2 The same applies to the assertion of rights of retention and rights to refuse performance. The customer is only entitled to a right of retention to the extent that their counterclaim is based on the same contractual relationship and is undisputed, acknowledged by Espas, has been legally established or is ready for a decision.

7.3 The Customer’s statutory rights to withhold payment on account of defects in the delivery remain unaffected, provided they are based on the same contractual relationship; this clause does not entail any restriction of the statutory rights in respect of defects.

8. Force majeure, reservation regarding supply to Espas, hindrances

8.1 Events of force majeure which lie beyond Espas’s reasonable control, were unforeseeable at the time the contract was concluded and cannot be prevented by Espas shall extend delivery and performance deadlines for the duration of the disruption and to the extent of its effects.

8.2 Espas shall inform the customer without delay. If the disruption lasts for more than six weeks, either party may withdraw from the contract in question; any consideration already provided shall be refunded. Mandatory statutory claims, in particular in the event of breaches of duty for which Espas is responsible, remain unaffected.

8.3 If Espas is unable to fulfil its delivery or service obligations because, despite having entered into corresponding hedging transactions, Espas is not supplied by its suppliers, is not supplied in sufficient quantities, or is supplied with defective goods, and Espas is not at fault for this, Espas shall be released from its obligation to perform and may withdraw from the contract in question. Espas shall inform the customer of this without delay and shall refund any consideration already received. The customer shall have no further claims.

8.4 If the fulfilment of Espas’s contractual obligations is made substantially more difficult as a result of circumstances beyond Espas’s reasonable control and which were unforeseeable at the time the contract was concluded (e.g. due to significant changes in legal or regulatory frameworks, or prolonged disruptions to supply chains), Espas shall be entitled to require the customer to amend the contract in a manner that allows the difficulties to be reasonably overcome. Until an agreement on an amendment is reached, Espas’s obligations to perform shall be suspended. If no agreement is reached within a reasonable period, or if an amendment to the contract is unreasonable for either party, both parties shall be entitled to withdraw from the contract. Services already rendered shall be refunded; no further claims shall arise.

9. Retention of title

9.1 In relation to consumers, Espas retains title to the goods delivered until the purchase price has been paid in full.

9.2 In relation to entrepreneurs, Espas retains title to all goods delivered (‘goods subject to retention of title’) until all present and future claims arising from the business relationship with the customer have been settled in full, including any outstanding balances on current accounts.

9.3 Entrepreneurs are obliged to treat the goods subject to retention of title with due care, to maintain them at their own expense and to insure them against theft, breakage, fire, water damage and other damage at replacement value to the extent that a prudent trader would do so. The entrepreneur hereby assigns to Espas, by way of security in advance, its claims arising from the insurance contracts relating to the goods subject to retention of title; Espas accepts the assignment.

9.4 If the goods subject to retention of title are processed, mixed or combined by the entrepreneur with other items not belonging to Espas, Espas shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the value of the other processed items at the time of processing, mixing or combining. If the goods subject to retention of title are combined with a principal item belonging to the entrepreneur or a third party, the entrepreneur hereby assigns to Espas, by way of security, its rights to the new item or the principal item to the extent of the aforementioned value ratio; Espas accepts the assignment. The new item shall be deemed to be goods subject to retention of title within the meaning of this clause 9.

9.5 In the event of the entrepreneur’s breach of contract, in particular in the event of default in payment, a significant deterioration in their financial circumstances or other material breaches of duty, Espas shall be entitled – without prejudice to any further rights – after setting a reasonable deadline, to withdraw from the contract and to demand the return of the goods subject to retention of title. The entrepreneur is obliged to surrender the goods and hereby authorises Espas to enter its business and storage premises for this purpose. The taking back of the goods subject to retention of title shall only be deemed a withdrawal from the contract if Espas expressly declares this.

9.6 The customer must inform Espas immediately in writing of any enforcement measures taken by third parties against the goods subject to retention of title, the claims assigned to Espas or other security, and must provide all information and documents necessary for Espas to intervene. If the third party is unable to reimburse the judicial and extrajudicial costs incurred in this connection, the customer shall be liable for them.

9.7 If the realisable value of the existing security exceeds the total secured claims by more than 10 per cent, Espas shall, at the customer’s request, be obliged to release security of its choice to the corresponding extent. The realisable value corresponds to the proceeds that could be realised from the goods subject to retention of title in the event of a hypothetical insolvency of the customer at the time of the decision on the request for release.

10. Warranty

10.1 Espas shall be liable for material defects in accordance with the applicable statutory provisions, in particular Sections 434 et seq. of the German Civil Code (BGB).

10.2 If the purchaser is an entrepreneur, they must inspect the goods immediately upon delivery for obvious defects, shortfalls and incorrect deliveries, and must give written notice of any apparent defects without delay, at the latest within eight calendar days of delivery. Hidden defects must be reported in writing immediately upon their discovery. In all other respects, the obligations to inspect and give notice of defects under Section 377 of the German Commercial Code (HGB) apply.

10.3 If the customer is a consumer, their rights in the event of defects are governed by the statutory provisions. If the customer is an entrepreneur, Espas shall, in the event of defects, at its own discretion, provide subsequent performance by remedying the defect or delivering goods free from defects.

10.4 If the subsequent performance fails, the customer is entitled to demand a reduction in the purchase price or – provided that the contract is not a contract for construction work – to withdraw from the contract.

10.5 In relation to entrepreneurs, the limitation period for claims for defects in newly manufactured goods is one year from the date of delivery. This does not apply to claims for damages arising from injury to life, limb or health; in cases of wilful misconduct or gross negligence; in cases of fraudulent concealment of a defect; where a guarantee has been given; in claims under the Product Liability Act; in statutory rights of recourse; or in the case of goods which, in accordance with their normal use, have been used in a building and have caused its defectiveness; in these cases, the statutory limitation periods apply.

10.6 In the case of wooden products, natural changes such as colour changes, resin seepage, knotting, weather-related surface changes or normal cracking do not constitute a defect, provided they are typical of the material and do not impair the structural stability, road safety or the contractual fitness for purpose of the goods. Claims arising from material or design faults remain unaffected.

11. Liability

11.1 Claims for damages by the customer, regardless of the legal basis, as well as claims for reimbursement of wasted expenditure, are excluded, unless

• the cause of the damage is attributable to an intentional or grossly negligent breach of duty on the part of Espas, its legal representatives or vicarious agents, or
• there is a breach, at least through negligence, of a contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely (material contractual obligation); in this case, Espas’s liability is limited in amount to the damage that was foreseeable at the time the contract was concluded and that typically occurs.

11.2 In all other respects, Espas’s liability for simple negligence is excluded.

11.3 The above limitation of liability set out in clause 11.1 also applies to the personal liability of Espas’s legal representatives, employees, staff and vicarious agents.

11.4 The limitations of liability set out in clauses 11.1 and 11.2 do not apply to damage resulting from injury to life, limb or health, to claims under the Product Liability Act, or in cases where Espas has, exceptionally, given a guarantee or fraudulently concealed a defect. In such cases, Espas shall be liable in accordance with the statutory provisions.

12. The consumer’s right of withdrawal

12.1 Consumers generally have a statutory right of withdrawal upon conclusion of a distance contract, about which the supplier provides the following information in accordance with the statutory model:

Cancellation Policy

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day on which you, or a third party nominated by you (other than the carrier), took possession of the goods.

In the case of a contract covering several items which you have ordered as part of a single order and which are delivered separately, the withdrawal period is fourteen days from the day on which you, or a third party designated by you (other than the carrier), took possession of the last item.

To exercise your right of withdrawal, you must inform us (to espas GmbH, Graf-Haeseler-Straße 7-13, 34134 Kassel, Germany, email: info@espas.de, telephone: +495615746390) by means of a clear statement (e.g. a letter sent by post or an email) of your decision to withdraw from this contract. You may use the attached model withdrawal form for this purpose, although this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising your right of withdrawal before the withdrawal period expires.

Consequences of withdrawal

If you withdraw from this contract, we shall refund to you all payments we have received from you, including delivery costs (with the exception of any additional costs arising from your choice of a delivery method other than the cheapest standard delivery offered by us), without delay and at the latest within fourteen days of the day on which we receive notification of your withdrawal from this contract. We will make this refund using the same payment method you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged any fees in connection with this refund. We may withhold the refund until we have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earlier.

You must return or hand over the goods to us without delay and, in any event, no later than fourteen days from the day on which you notify us of your withdrawal from this contract. The deadline is met if you post the goods before the expiry of the fourteen-day period.

You shall bear the direct costs of returning the goods. The costs are estimated at a maximum of approximately 2380 EUR.

You will only be liable for any loss in value of the goods if this loss in value is attributable to handling of the goods that goes beyond what is necessary to check their nature, characteristics and functioning.

End of the cancellation policy

12.2 The right of withdrawal does not apply to contracts for the supply of goods which are not prefabricated and for the manufacture of which an individual selection or specification by the consumer is decisive, or which are clearly tailored to the consumer’s personal needs. This does not apply to standardised goods which are merely produced to order without any individual selection or specification by the consumer being decisive for their manufacture. The return costs to be borne by the consumer are stated transparently prior to the conclusion of the contract, broken down by product and delivery method.

13. Data Protection

13.1 Espas processes the customer’s personal data exclusively for the purpose of fulfilling contracts, maintaining the business relationship and for the purposes described in the current privacy policy. Further details can be found in the privacy policy available on the website at https://www.espas.de/policies/privacy-policy.

14. Jurisdiction, Applicable Law

14.1 The place of jurisdiction for all disputes arising from or in connection with the business relationship is Kassel, provided that the customer is a trader, a legal entity under public law or a special fund under public law.

14.2 All legal transactions and legal relationships between Espas and the customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods; however, in relation to consumers, this shall apply only to the extent that the consumer is not deprived of the protection afforded to them by mandatory provisions of the state in which they have their habitual residence.

15. Alternative Dispute Resolution

15.1 Espas is not obliged to participate in dispute resolution proceedings before a consumer arbitration board and is, in principle, not prepared to do so.

16. Final Provisions

16.1 Amendments and additions to these General Terms and Conditions, as well as ancillary agreements, must be made in writing to be valid. This also applies to any amendment or waiver of this requirement for written form. Individual contractual agreements remain unaffected by this.

16.2 Should any individual provisions of these General Terms and Conditions, or parts thereof, be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a valid provision shall be deemed to have been agreed which most closely approximates the economic purpose of the invalid or unenforceable provision. In all other respects, the statutory provisions shall apply. The same shall apply in the event of an unintended omission.

Date: July 2026