General Terms and Conditions of
Tentacle Sync GmbH
50827 Cologne, Germany
Retrieved March 2016
§ 1 General
(1) The following general terms and conditions apply for the customers of Tentacle Sync GmbH (hereinafter named: „Tentacle Sync“) exclusively and regardless of their way of ordering (be it by phone, fax, email or online-shop). They are subsequently called „TAC“.
(2) Pursuant to the TAC, customers are consumers as well as entrepreneurs. A consumer is a natural person who enters into a legal transaction for a purpose that mainly does not involve action within the framework of a commercial or other independent professional activity, § 13 BGB (German Civil Code). An entrepreneur means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession, § 14 BGB (German Civil Code).
(3) Contrary conditions deviating from the TAC will not be approved unless Tentacle Sync has expressly and in writing given its consent in regards to their validity. The TAC also apply when Tentacle Sync does deliver implicitly, although being informed of a contrary and deviating condition.
§ 2 Offer and Conclusion of contract
(1) The presentation Tentacle Sync`s products in the Online shop http://shop.tentaclesync.com does not represent a legally binding offer, but is only an invitation for the customer to make an offer (invitatio ad offerendum).
(2) The customer makes a binding offer once he has clicked on the button “Buy Now” for all items in the shopping cart.
After that, the customer is enabled to review and, if necessary, correct the order regarding its correctness and the data of value and quantity. After sending the order, the customer receives an order confirmation which has not the meaning of an accepting of the contract by Tentacle Sync. The contract is concluded through sending of a separate order confirmation within 10 working days or via delivery of the goods.
(3) The customer ensures that the email-address he has given to the order transaction is correct, so that the emails sent by Tentacle Sync can be recieved with this address. Particularly the customer has to ensure by using SPAM-filters, that all emails sent by Tentacle Sync or third parties who or which are instructed to do the order transactions can be delivered.
(4) The languages available for the contract conclusion are: German, English
(5) Tentacle Sync will save the contract text and send the customer the order data as well as the general terms and conditions and the declaration of revocation via email.
(6) Should the item not be available although a corresponding transaction has been made, Tentacle Sync reserves the right to not fulfill the contract. In such a case, the customer is notified immediately. Potential considerations will be credited to the customer and, if desired, reimbursed. Further customer claims are excluded.
§ 3 Right of return for consumers
Consumers generally have a legal right of return. Further informations can be found on the website http://shop.tentaclesync.com in the category „Power of Revocation“.
§ 4 Delivery conditions
(1) Delivery within the Federal Republic of Germany and outside of Germany occurs pursuant to the current schedule of delivery charges of UPS Germany.
(2) If the customer is an entrepreneur, delivery occurs at the risk of the customer. This applies as well in case of partial deliveries. In case of the customer being a consumer according to § 13 BGB, the risk of accidental destruction or accidental damage of the good is transferred to the purchaser upon conclusion of the contract. The delivery shall be tantamount to the customer’s default in accepting.
(3) Obstacles beyond one contractual party control relieve it, for their duration, from the duties that are affected by these obstacles. Obstacles can be strikes and lockouts, force majeure, riots, war or terroristic acts, administrative measures as well as other unforeseeable, unavoidable and major events. These events can also be deemed unforeseeable and unavoidable (such as, f. e., delay in delivery by subcontracting companies, lack of raw material or energy, considerable operational disturbances due to, f.e., the complete or partial destruction of the business or the breakdown of an indispensable manufacturing plant), when they would make the delivery unreasonably hard or temporarily impossible for Tentacle Sync.
In case of an exempted obligation to perform, every party of this contract is obliged to immediately notify the other party and to reduce the repercussions on the other party as much as possible.
If the performance is permanently impossible, the customer’s statutory rights remain unaffected.
(4) If in case of delivery the acceptance is declined by the customer, if he has stated an inaccurate delivery address or if the goods cannot be delivered due to other reasons that are the customer’s risk, the customer is obliged to bear all of the freight costs and fees.
(5) Immediately after delivery, the customer or his representative are to examine the goods in regards to its completeness and transport damages, if the customer is entrepreneur. Observed transport damages are to be reported immediately. The customer, if he is entrepreneur, has to have damaged packaging conformed in written form by the transport company when delivery occurs.
§ 5 Prices and payment
(1) Full payment is to be made within 10 days after having received the goods without discount. The legal rules concerning the consequences of late payment apply, if not otherwise agreed. Paying is possible by bank transfer or PayPal (see subparagraph 4).
(2) After an extension period of two weeks, Tentacle Sync shall be entitled to reject further contractual fulfillment and demand 25% of the purchase price as a flat rate compensation if the customer is in default and/ or the customer refuses the ordered goods and/ or declares the cancellation of contract. Tentacle Sync explicitly reserves the right to assert higher claims. Tentacle Sync expressly states that the customer has the right to prove that no, or only limited, loss or damage has been incurred.
(3) In case of payment by Paypal, the customer logs into his Paypal-account. Afterwards he is free to pay via debit entry, credit card, online wire transfer (through Giropay) or deduction from his Paypal account. Further information regarding the Paypal-payment procedures can be viewed here: http://www.paypal.com.
(4) Setoff rights entitle the customer only if his counter-claims are legally established, undisputed or recognized by Tentacle Sync. If the customer is an entrepreneur, he shall only have the right to exert his right of retention if his counterclaim is based on the same contractual relationship.
§ 6 Title retention
(1) In the case of contracts with consumers Tentacle Sync retains the ownership of the goods up until the complete payment of the agreed compensation.
(2) Regarding contracts with business clients, Tentacle Sync reserves the right of ownership of the goods until after the settlement of all claims on the client, even if the actual goods have been paid already.
§ 7 Liability for defects
(1) If the customer is a consumer, Tentacle Sync is liable in case of defects in accordance with the legal rules. The terms of guarantee for damage claims for new items is two years, for used items one year. It begins with the transfer of risk.
(2) If the customer is an entrepreneur, the terms of guarantee for damage claims for new items is one year, for used items six months. Duty to give notice of complaints and duty of inspection assertion of the customer’s defect rights presumes that the customer has correctly fulfilled his duties of inspection and duties to give notice of complaints in accordance with § 377 HGB (German Commercial Code).
(3) If the customer is an entrepreneur, Tentacle Sync has by defect the right to choose the kind of supplementary performance.
(4) Even in the case that the goods are being exchanged by us within the warranty period, the limitation time does not start anew. All claims end two years after reception of the (at first) damaged item.
§ 8 Liability for damages
The liability of Tentacle Sync for contractual breaches of duty as well as for offenses is limited to premeditation and gross negligence. This shall not apply for damages arising from injury to life, body or health. The above mentioned liability exclusion is also valid for slightly negligent breaches of duty caused by auxiliary persons.
§ 9 Place of performance – applicable law – jurisdiction
(1) Insofar as nothing else is stated in this contract, the office of Tentacle Sync shall be the place of fulfillment and the place of payment. The legal stipulations regarding places of jurisdiction shall remain unaffected, if not stated otherwise in subparagraph 3.
(2) For this contract, German Law applies with the exceptions of private international law and the UN sales convention. Excluded from the choice of law are solely district stipulations of the EU-customer protection law of the customer´s permanent country of residence, since when doing transactions with consumers, the law might be applicable, where the consumer has his usual residence within the European Union, if consumer protection rules are concerned.
(3) For contracts with merchants, bodies corporate under public law or bodies with special assets under public law, the court of our registered office is the exclusive place of jurisdiction in Cologne/ Köln (Local/ Small Claims Court or Superior/ District Court). Tentacle Sync however is also entitled to sue the customer at the place of general jurisdiction.
Alternative Dispute Resolution in accordance with Art. 14 (1) ODR-VO and § 36 VSBG:
The european commission provides a platform for online dispute resolution (OS) which is accessible at https://ec.europa.eu/consumers/odr. We are not obliged nor willing to participate in dispute settlement proceedings before a consumer arbitration board.