Servicevilkår
General Terms and Conditions (GTC)
EdgeVend UG (haftungsbeschränkt)
Lilienstrasse 11, 20095 Hamburg, Germany
Registered with: Amtsgericht Hamburg, HRB 195021
Managing Director: Marcus Paul
VAT ID: DE460285866
Email: support@edge-vend.com
1. Scope, Form Requirements and Priority of These GTC
1.1 These General Terms and Conditions (“GTC”) apply to all contracts for the sale and delivery of goods concluded via the EdgeVend online marketplace (the “Online Shop”) between EdgeVend and the customer (“Customer”, “you”).
1.2 These GTC apply only to entrepreneurs within the meaning of section 14 BGB, legal entities under public law and special funds under public law. We do not contract with consumers within the meaning of section 13 BGB.
1.3 These GTC apply in their current version as a framework for all future contracts concluded with the same Customer via the Online Shop, without us having to refer to them again in each individual case.
1.4 Customer terms and conditions that conflict with or deviate from these GTC shall not become part of the contract, even if we do not expressly object to them in individual cases or perform deliveries without reservation.
1.5 All agreements regarding the execution of a contract are binding only in text form (e.g. order confirmation, written framework agreement, email). Oral statements or telephone information are non-binding until confirmed by us in text form.
2. Online Shop, Offers and Product Information
2.1 Product presentations in the Online Shop, catalogues, brochures, technical information, samples and trial deliveries are non-binding and do not constitute a binding offer.
2.2 Technical information (including drawings, illustrations, data, weight, dimensions, performance values) are industry-standard approximations and do not constitute an agreement on specific qualities or a guarantee of properties, unless expressly confirmed as binding in our order confirmation.
2.3 Drawings, 3D models, CAD data, sketches, calculations and other documents provided by us or our suppliers remain the property of the respective rights holder and are protected by intellectual property laws. They may not be disclosed to third parties without our prior written consent.
2.4 The Customer is responsible for documents, data and specifications it provides and warrants that their use does not infringe third-party rights. The Customer shall indemnify us against claims arising in this context.
2.5 We reserve the right to make minor and technically necessary changes to the goods, provided this is reasonable for the Customer and does not affect the agreed functionality.
3. Registration and Customer Account
3.1 Access to ordering functions may require registration and a Customer account. The Customer warrants that it acts as a business entity and is duly authorised to conclude contracts in its name.
3.2 The Customer must keep login data confidential. Actions performed under the Customer’s account shall be attributed to the Customer unless the Customer proves unauthorised use without its responsibility.
3.3 We may refuse or revoke registration for good cause, including misuse of the Online Shop, persistent payment default, or justified doubts about creditworthiness.
4. Conclusion of Contract
4.1 Product displays in the Online Shop are invitations to place an order only (invitatio ad offerendum).
4.2 By completing the order process and clicking “Order with obligation to pay” (or similar), the Customer submits a binding offer to purchase the goods in the shopping cart.
4.3 We may accept the Customer’s offer within 7 days after receipt by (i) sending an order confirmation in text form, or (ii) dispatching the goods, or (iii) requesting or collecting payment. The contract is concluded upon acceptance.
4.4 We reserve the right to refuse orders, in particular if delivery is not possible, the goods are no longer available or can only be supplied under changed conditions, there are indications of misuse, or justified doubts exist about creditworthiness.
5. Subject of Contract and Role of EdgeVend
5.1 The subject of the contract is the delivery of precision cutting tools and related products as described in the order confirmation.
5.2 EdgeVend operates a multi-brand B2B marketplace. Unless otherwise indicated during checkout or in the order confirmation, EdgeVend acts as the seller of record towards the Customer.
5.3 Goods are shipped as drop shipments directly from manufacturers’ German warehouses. EdgeVend does not operate its own warehouse at this time.
5.4 Application information, machining parameters, tool recommendations and similar content (including calculators, wizards and digital advisors) are non-binding guidance and do not constitute a guarantee of performance or suitability for a particular application.
5.5 The Customer is responsible for selecting the correct tool, verifying suitability for its specific machine/setup/material/process, and conducting test cuts and validations before serial production.
6. Prices, Taxes and Payment
6.1 Unless otherwise agreed, all prices are in EUR and are net (excluding statutory VAT). Shipping costs (standard or express) are shown at checkout.
6.2 VAT is calculated based on the delivery address and the Customer’s VAT status.
6.3 EU B2B / Reverse charge: For cross-border deliveries within the EU, VAT may be charged at 0% (reverse charge / intra-Community supply) if the Customer provides a valid VAT identification number and all statutory requirements are met.
6.4 If the Customer does not provide a VAT ID, provides an invalid VAT ID, or does not qualify as a taxable person, we may (at our discretion) (i) charge VAT, (ii) request additional information, or (iii) refuse/cancel the order.
6.5 We may apply minimum order values, minimum packaging units, or quantity increments for certain products. Such conditions are indicated in the Online Shop or the order confirmation.
6.6 Payment methods
6.6.1 Available payment methods are shown in the Online Shop. By default, orders are payable immediately (e.g. card, instant transfer or similar methods made available in checkout).
6.6.2 Payment on invoice (“on account”) is available only for Customers explicitly approved by EdgeVend (e.g. VIP / framework customers). If approved, the payment term is 20 days net from invoice date, unless stated otherwise in the order confirmation.
6.6.3 We reserve the right to restrict payment methods based on risk, order value and credit assessment.
6.7 Default and credit risk
6.7.1 In the event of late payment, we may charge statutory default interest for business transactions and a flat fee where permitted by law.
6.7.2 If we become aware of circumstances that significantly jeopardise our payment claims, we may declare outstanding claims immediately due, revoke payment on account, and require advance payment or suitable security. If the Customer fails to comply within a reasonable period, we may withdraw from the contract.
6.7.3 Set-off is only permitted with undisputed or legally established claims. Rights of retention may only be exercised based on claims arising from the same contractual relationship.
7. Delivery Area, Delivery, Partial Deliveries and Self-Supply Reservation
7.1 Delivery area: We deliver exclusively within the European Union (EU27). Deliveries outside the EU are not offered at this time.
7.2 Shipping methods (standard/express), shipping costs and practical delivery information are described in our Shipping & Delivery Policy as amended from time to time.
7.3 Delivery times stated in the Online Shop are approximate unless expressly agreed as binding. Delivery periods start on the date of our order confirmation, provided all required details are clarified and the Customer has fulfilled all obligations (including payments where required).
7.4 We are entitled to make partial deliveries to a reasonable extent. For marketplace orders, this may occur where items are shipped from different manufacturers/warehouses or where part of the goods is available earlier.
7.5 Unless stated otherwise, we do not charge additional shipping fees for partial deliveries that belong to the same original order.
7.6 Our obligation to deliver is subject to correct and timely self-supply by our manufacturers/suppliers. If we do not receive goods (or receive them incorrectly or late) despite a corresponding covering transaction and we are not responsible, we may withdraw from the contract in whole or in part. We will inform the Customer without undue delay and refund any consideration already received for the undelivered goods.
7.7 In case of force majeure or circumstances beyond our control (e.g. strikes, lockouts, pandemics, operational disruptions, raw material shortages, transport disruptions, war, embargoes, governmental measures), delivery periods shall be extended by the duration of the hindrance plus a reasonable restart period. If performance becomes impossible or unreasonable, either party may withdraw from the affected part of the contract.
8. Transfer of Risk, Shipping and Packaging
8.1 Unless otherwise agreed, delivery is effected as a shipment purchase. Risk of accidental loss or deterioration passes to the Customer when the goods are handed over to the first carrier/freight forwarder/other person designated to perform the shipment.
8.2 If shipment is delayed at the Customer’s request or due to reasons within the Customer’s responsibility, risk passes when we notify readiness for shipment. Storage costs after risk transfer shall be borne by the Customer.
8.3 The Customer must check consignments for visible transport damage at delivery and have such damage noted on the carrier’s delivery documents. The Customer must also inform EdgeVend without undue delay and support us in handling transport claims.
8.4 Unless otherwise agreed, packaging and shipment are determined at our reasonable discretion in line with industry practice.
9. Retention of Title
9.1 We retain title to the goods until all claims from the contractual relationship have been paid in full.
9.2 The Customer must handle goods subject to retention of title with due care and insure them at replacement value against customary risks.
9.3 Pledging, assignment by way of security or other dispositions of the reserved goods are not permitted. The Customer must immediately notify us of any access by third parties (e.g. seizures) and provide all information and documents necessary to protect our rights.
9.4 The Customer may resell goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to us all claims arising from such resale up to the amount of our invoice value. We accept this assignment. The Customer remains authorised to collect such claims until revocation.
10. Duty to Inspect, Notification of Defects and Warranty
10.1 The Customer must comply with its duty to inspect and notify defects in accordance with section 377 HGB. Goods are deemed approved if defects are not reported in due time.
10.2 The Customer shall inspect goods without undue delay after delivery and notify us in text form of visible defects, shortages, transport damage or incorrect deliveries within 5 working days of delivery. Hidden defects must be reported without undue delay after discovery.
10.3 In case of justified and timely notice of defects, we will, at our discretion, remedy the defect (repair) or deliver non-defective replacement goods.
10.4 If subsequent performance fails or is not carried out within a reasonable period, the Customer may reduce the purchase price or withdraw from the contract and claim damages in accordance with clause 12, subject to statutory conditions.
10.5 Warranty claims become time-barred 12 months after delivery unless mandatory longer periods apply, the defect was fraudulently concealed, a guarantee was given, or the claim relates to injury of life, body or health.
10.6 For cutting tools, wear and tool life depend on external factors (material, machine, clamping, parameters). Normal wear or reduced tool life due to application conditions do not constitute defects.
11. Returns & RMA (Overview)
11.1 There is no general right of withdrawal for business customers. Returns are only possible after prior written approval by EdgeVend and assignment of an RMA number.
11.2 Complaints (defects, wrong delivery, transport damage) must be submitted within the time limits stated in clause 10.2 and in our Returns & RMA Policy.
11.3 Where a return is approved for reasons other than defect, a restocking/handling fee may apply. Any applicable fee will be confirmed in the RMA approval before you ship anything back.
11.4 Returns & RMA are handled in detail under our separate Returns & RMA Policy as amended from time to time.
12. Liability
12.1 We are liable without limitation for damages resulting from intent or gross negligence, arising from culpable injury to life, body or health, and under the German Product Liability Act.
12.2 In cases of slight negligence, we are liable only for breach of essential contractual obligations (cardinal duties). In such cases, liability is limited to typical, foreseeable damage.
12.3 We are not liable for indirect or consequential damages (production downtime, loss of profit, loss of use, loss of expected savings) unless clause 12.1 applies.
12.4 Liability limitations apply also to legal representatives, employees and vicarious agents.
13. Product Safety, Recalls and Cooperation Duties
13.1 The Customer must observe all safety instructions, operating instructions and warnings provided by the manufacturer and/or EdgeVend.
13.2 The Customer must not remove safety labels or product identification and must ensure that users are properly instructed.
13.3 If EdgeVend or a manufacturer initiates a safety notice or recall, the Customer shall cooperate reasonably, in particular by stopping use of affected goods where required, providing traceability information and returning goods where requested.
13.4 If the Customer causes or contributes to a safety issue by improper use, modification, incorrect installation or non-compliant application, the Customer shall indemnify EdgeVend against third-party claims to the extent legally permissible.
14. Technical Advice and Responsibility for Manufactured Parts
14.1 Advice and recommendations are provided to the best of our knowledge but are non-binding and do not replace the Customer’s own testing and validation.
14.2 The Customer remains responsible for final parameter selection/programming, clamping, use of suitable holders/machines, and compliance with laws and safety rules.
14.3 The Customer is solely responsible for the quality and conformity of parts manufactured using tools purchased from EdgeVend.
15. Intellectual Property
15.1 Content and materials provided via the Online Shop are protected by IP laws. The Customer receives no rights beyond the non-exclusive right to use the Online Shop for ordering and internal evaluation.
16. Confidentiality
16.1 Non-public information disclosed in connection with orders or projects must be kept confidential and used only for the purpose of performance of the contract, unless disclosure is required by law.
17. Data Protection and Credit Checks
17.1 We process personal data in accordance with applicable data protection law, in particular the GDPR. Details are set out in our Privacy Policy.
17.2 We may perform credit checks or risk assessments to the extent legally permissible and necessary, including via service providers.
18. Export Control and Compliance
18.1 Performance is subject to export control and sanctions compliance. The Customer must provide required information and comply with applicable regulations.
19. Amendments to These GTC
19.1 We may amend these GTC with effect for the future where reasonable for the Customer, particularly due to changes in law, case law or our business model.
19.2 Amended GTC will be communicated in text form. If the Customer does not object within 4 weeks and continues to use the Online Shop, the amended GTC are deemed accepted. We will inform the Customer about this consequence when notifying amendments.
19.3 For contracts already concluded, the GTC in force at the time of the Customer’s order apply.
20. Governing Law and Jurisdiction
20.1 These GTC and all contracts concluded under them are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
20.2 Exclusive place of jurisdiction for disputes is EdgeVend’s registered office, provided the Customer is a merchant/legal entity under public law/special fund under public law. We may also bring actions at the Customer’s general place of jurisdiction.
21. Severability
If any provision is invalid or unenforceable, remaining provisions remain unaffected. Parties shall replace the invalid provision with a valid one that comes as close as possible to the intended economic purpose.
Contact: support@edge-vend.com