Baader Planetarium GmbH is active in the delivery both of commodities and of business services, especially of custom-made products like observatory dome structures. Accepting and executing orders is subject to the applying terms of business, whether in present or in future contractual relationships. All rights to amendments expressly withheld. Conflicting terms and conditions of the client shall not become part of the contract unless expressly agreed in writing.
I. Formation of contract
- Our offers are subject to change after the expiration date.
- The purchaser is bound to the given order for three weeks.
- The purchase contract shall come about by our order confirmation or by delivery of the ordered product. Orders for business services and customised products shall be made legally valid by our written confirmation. Service specifications and order modalities agreed in the order confirmation shall define the subject matter of contract in any case of doubt (especially performance and execution). The automated e-mail confirming the receipt of order is not considered an order confirmation and does not lead to the conclusion of a contract. We may refuse the acceptance of verbal, partially verbal or incomplete orders or provide for completion or correction within three weeks after ordering. The order shall be confirmed in such cases after verbal consultation with the purchaser. The written order confirmation shall then define the content of the order unless objection has been made within 2 working days in writing. The purchaser shall be held liable for any wrong or incomplete specifications in the order.
- We reserve the right to perform a credit investigation even after conclusion of the contract and to withdraw from the contract if negative.
- We do not assume any procurement risk and are entitled to withdraw from the contract if the ordered commodity is not available within an adequate time. The burden of proof for a breach of duty in connection with the procurement of supplies is incumbent upon the purchaser.
II. Delivery deadline/kind of delivery
- The delivery deadline begins with sending the order confirmation but not before the purchaser has supplied all required documents, licences, approvals and materials, if any, as well as any agreed deposit.
- The delivery deadline shall be considered met if readiness for delivery has been confirmed before expiry or if the commodity has left the factory.
- With commodities that we receive from suppliers selling, both we and the purchaser shall be entitled to withdraw from this contract if, for reasons beyond our liability, such commodities have been delivered in less than contractually agreed quality within three months after the contractually agreed delivery deadline although we have concluded a sufficient covering transaction and made every reasonable effort to ensure supply.
- The delivery deadline shall extend in case of measures of labour disputes, in particular strike and lockout, or of unforeseen obstacles beyond our control, such as breakdowns, delays in the delivery of essential materials, as far as such obstacles should demonstrably impair delivery of the commodity. This shall also apply if such circumstances occur to sub-suppliers or suppliers. The delivery deadline shall extend according to the duration of such measures and obstacles.
The above-mentioned circumstances are also not our responsibility if they occur during an already occurred delay. In important cases we will inform the purchaser about the beginning and end of any such obstacles as soon as possible.
- Observing our liabilities of delivery and contractual obligations assumes timely and proper fulfilment of the purchaser's liabilities.
- Partial deliveries are permissible within the deadlines stated by us as far as use is not impaired thereby.
- Delivery is usually done by UPS because of their transport insurance warranty and easy tracking of consignments. You will receive an automatic forwarding confirmation from UPS. If you expressly desire another method of delivery, please, let us know at the time of ordering.
- Celestron products will be delivered only within Germany. For delivering Celestron products into other countries, please, contact the local general importer identified about the ‘Dealer Locator’ on www.celestron.com.
III. Scope of supply, execution, error
- The scope of supply is determined by our written order confirmation.
- Technical changes to construction, implementation or other features that may emerge from technological improvements or from legal stipulations shall remain reserved during the delivery time unless the commodity is not substantially changed and the changes are reasonable from the purchaser’s point of view.
- Compensation or other claims by the purchaser owing to changes according to III/2 shall be excluded unless they are based on intent, culpable negligence or special assurance.
- No liability is accepted for incorrect product descriptions, wrong technical data or incorrect operation manuals of the manufacturer, especially of their German versions.
If the purchaser rejects the product for whatever reason or fails to comply by stating sizes, choosing equipment or colour or otherwise, we shall be entitled to withdraw from the order and claim damages at the rate of 40% because of default. We reserve the right to assert higher actual damage claims. The purchaser has the right to prove lower damage.
V. Packaging, forwarding, expenses, customs
Packaging shall become property of the purchaser and will be charged by us. Postages and packing charges shall be separately invoiced. The method of forwarding shall be chosen at mutual discretion. Forwarding expenses depend on number and weight of the packages and the country of the address of delivery. All kinds of import duties (such as customs) for deliveries outside the European Union shall be borne by the purchaser. If a product is withheld at an outer EU border, we shall not be responsible for further transporting.
VI. Acceptance and transfer of risk
DThe purchaser is obliged to accept the delivery item. Unless otherwise agreed (delivery by us), the transfer shall take place in Mammendorf. If we send the delivery item to a place which is not the place of performance, the risk shall pass to the purchaser as soon as we have delivered the commodity to the forwarding agent, carrier or other person allocated to forwarding. In the case of postal or UPS transport, we insure the commodity value at the expense and on behalf of the purchaser. In this case, a general insurance fee will be included in the forwarding expenses.
The purchaser shall be entitled to check the delivery item within fourteen days after receipt of a notification of availability or other information of completion at the place of handover. The purchaser undertakes to accept the delivery item within the same period unless acceptance is blamelessly prevented for a limited time.
VII. Prices subject to change
Prices are subject to change if more than four months accrue between contract conclusion and agreed delivery date. If any wages, costs of materials or market prices should increase before the delivery is completed, we shall be entitled to raise the price according to the cost increase. The purchaser shall be entitled to withdraw only if the price should rise between order and delivery much more than the general cost of living.
If the purchaser is a businessperson, a legal entity under public law or a public special fund, prices shall be subject to change according to the previous provision if more than six weeks accrue between contract conclusion and agreed delivery date.
VIII. Revocation instructions (applicable in the EU)
- Sie haben das Recht, binnen vierzehn Tagen ohne Angabe von Gründen diesen Vertrag zu widerrufen.
You may revoke this contract within fourteen days without giving reasons.
The revocation period is fourteen days from the day on which the last partial consignment or item has been accepted by you or any other person allocated by you, other than the carrier.
To exercise your right of revocation, let us know (Baader Planetarium GmbH, Zur Sternwarte 4, D-82291 Mammendorf, Fax: +49-8145-8089-105, E-Mail: email@example.com) by means of an unequivocal statement, such as a letter sent by mail, fax or e-mail. You may use the included Revocation Form.
The revocation deadline shall be considered met if you have dispatched a notification concerning your intention to exercise your right of revocation before the deadline has expired.
- Consequences of revocation: If you revoke this contract, we shall reimburse all payments received from you including delivery costs (except for any additional expenses arising from your choice of a method of delivery other than the most favourable standard delivery offered by us) without delay and no later than fourteen days after receipt of your notification that you are going to revoke this contract. For payback we shall use the same means of payment which you have used for the original transaction unless something else was agreed with you expressly; in no case will you be charged for any remunerations because of this payback.
We may refuse payback until the goods have been returned or you have provided evidence of having returned the goods, depending on which came first.
Please, return or pass the goods without delay but no later than fourteen days after sending your notification that you are going to revoke this contract to Baader Planetarium GmbH, Oskar-von-Miller-Str. 16, D-82291 Mammendorf. The deadline shall be considered met if you have dispatched the goods before the period of fourteen days has expired.
- The purchaser shall bear the direct costs of returning the goods.
- The purchaser shall be held liable for culpable deterioration, loss or other prevention of return. You will have to compensate a depreciation of the goods only if such depreciation originated from handling that was not required to check the state, properties and functionality of the goods.
- The right of revocation does not apply to goods customised for the purchaser, unambiguously tailored to meet personal demands of a private or public purchaser - especially when imported for a purchaser from abroad - or not suitable for returning owing to their structure.
- Commodities seen or presented live before the order was confirmed (on site in our office, on fairs or sales events, etc.) shall be excluded from returning.
- The right of revocation does not apply in any case to businesspeople or legal entities under public law or public special funds.
IX. Warranty, limitation, recourse
- If the packaging is visibly damaged on the outside upon delivery, acceptance should be refused with a corresponding notice to the delivery agent (please record the name of the delivery agent). If any damages or wrong deliveries are ascertained only after opening the packaging, please, contact us before returning the product. If your complaint is justified, we will refund any accruing return costs. Consignments without freight prepaid will not be accepted on account of the high surcharge due.
- The dealer from whom you have bought the product is your first contact. Specialist suppliers are often able to repair equipment in their own workshop. If a consignment to Baader Planetarium or Celestron Germany should be required, your specialist supplier will arrange it for you. Commodities bought from online shops like Amazon may be claimed on the corresponding online service pages. For equipment acquired directly from Celestron Germany, please, request authorisation to return using the repair registration form. Send the completed form by email to Celestron Germany. Then we will get in touch with you and discuss further action or the best remedy.
In any case will your dealer request an authorisation number before returning goods to Celestron Germany. Unauthorized repair consignments will not be accepted. Always frank a return delivery. Not franked return deliveries will not be accepted to avoid the high applying surcharge. If the warranty claim is justified, your postage fees will be refunded. The decision whether equipment will be repaired or exchanged is at our discretion.
- We assume the liability for defects of the delivery items in the following manner: (Please note: Important warranty information concerning astronomical devices)
- The warranty time in the EU, applying from the date of delivery, is 2 years for private purchasers and 1 year for commercial purchasers, businesspeople or independent commercial agents.
- During the warranty time, beginning with accepting the delivery item, the purchaser shall be entitled to remedy. If we fail to remedy a fault covered by our obligatory warranty in spite of three chances to execute remedy, the purchaser may require revocation of the contract or reduction of payment instead of remedy.
- The purchaser undertakes to notify of any evident faults (material defects and defects of title) in writing without undue delay or of any hidden defects within 14 days after ascertaining such defect.
- The following cases are generally not subject to warranty: (Please note: Important warranty information concerning astronomical devices)
- Natural wear of the product
- The purchaser cannot provide satisfactory evidence of purchase
- Inappropriate use or storage of the product
- Failure to comply with operation or servicing instructions of the seller
- Damage by negligent or deliberately injurious treatment by the owner or third persons
- Unauthorised changes to the products
- Use of consumable materials that do not match the original specifications or use of inexpedient operating resources (cleaning agent, power supply etc.)
- Unauthorised attempts to repair by service companies or private individuals who have not been acknowledged or trained by us, or by the purchaser
- Using EMC-incompatible electric or electronic devices near the product that emit hazardous interference preventing the product from properly functioning or damaging the product - see detailed information in the ‘Notes on how to preserve warranty’
- Damage by force majeure (such as natural disasters)
- Damage inflicted during return delivery owing to inexpedient packaging. Use the original packaging or order (at your expense) suitable packaging from us.
- If any defects are inflicted on delivery items that originate from the state of performances or objects produced by the purchaser, the purchaser shall take back the objects delivered and reimburse any resulting expenses according to our invoice.
- If a new product is delivered, the period of limitation for claims for compensation because of defects for whatever legal reason is 1 year unless deliberate misconduct or malicious concealment has been attested. Damages can be asserted only after three failures to remedy.
- The stated periods of limitation do not apply in cases of malicious concealment of a defect, damage to life, body, health or freedom, claims according to the product liability law, roughly negligent breach of duty or offence against essential contractual obligations.
- Warranty claims apply only to the direct purchaser and are not transferable.
- Evident defects of the delivery items shall be indicated immediately on receipt of the product but no later than 14 days after receipt. If the defect is not indicated within this period, the product shall be deemed approved and accepted in perfect shape.
- The invoice document serves as a proof of warranty entitlement. No complaint is possible without the corresponding invoice in original or copy. Please, keep the invoice, sales receipt or printed receipt carefully and require expressly a copy from your dealer including the dealer's stamp or the original. No claim to warranty may be accepted without evidence of purchase, a delivery note or handwritten records do not apply as evidence.
- Only frank returns will be accepted, especially in the case of complaints. Postage will be refunded later if the complaint is justified.
- Opened software is generally excluded from returning in case of dissatisfaction.
- We reserve the right to charge a handling fee for products that may not be resold and are taken back out of goodwill.
- The purchaser shall bear the risk for returned items until their arrival in our offices.
- For any further claims and rights we are liable only in case of intent or culpable negligence. In no other case is there any liability.
- Claims to recourse according to §478 Civil Code apply only as far as the purchaser has not met any arrangements exceeding the statutory warranty claims with the purchaser's customer.
- In case of faults detected after the warranty period, we may produce a quotation to repair your Celestron product if it was acquired in Germany or from an authorised dealer supplied by us. Submitting matching evidence of purchase is a requirement for any performance in this case as well. Please, fill the repair registration form before returning the commodity and send it to us by fax or email. We will get in contact with you and discuss further action.
X. Retention of title
- We retain title to the delivered goods until all claims against the purchaser arising from the business relationship have been fulfilled.
- If the purchaser breaches the contract, especially by being in default, we shall be entitled to taking the commodities back without giving a deadline and the purchaser shall be obliged to return them.
- Asserting retention of title or seizure of the delivery items by us shall not apply as revocation of the contract unless the provisions of the consumer credit law apply or this is expressly stated by us in writing.
The following applies in addition to entrepreneurs, a legal entity under public law or a public special fund:
- The purchaser is entitled to resell the delivery items in the ordinary course of business but shall resign at this point any demands to us which may arise to the purchaser from reselling up to the price agreed by us and the purchaser (including VAT) no matter whether the delivery items are resold without or after processing. The purchaser shall be authorised to collect these receivables after their resignation. Our right to collect the receivables independently remains unaffected; however, we undertake not to collect the receivables as long as the purchaser complies with all obligations of payment and is not in default. In case of default we may require the purchaser to disclose any resigned demands and their debtors, to provide all information required to collect, to submit corresponding evidence and to inform the debtors (third parties) about the resignation.
- The purchaser shall always process or reorganise goods on our behalf. If the delivery items are processed in junction with other objects that do not belong to us, we assume joint ownership of the new item according to the ratio of our delivery items to the other processed objects at the time of processing.
- If our delivery items are inseparably mixed with other objects that do not belong to us, we assume joint ownership of the new item according to the ratio of our delivery items to the other ingredients. The purchaser shall keep the jointly owned objects on our behalf.
- The purchaser may neither pledge the delivery items nor convey as surety. The purchaser shall inform us about any seizure, confiscation or other court order in writing without undue delay and provide all information and documents needed to defend our rights. Enforcement officers or third parties shall be referred to our property.
- We are also liable for actions of our vicarious agents in cases of intent or gross negligence as defined by the statutory provisions; moreover, but only under the Product Liability Act, because of injury of life, body or health or culpable violation of essential contractual obligations. Claims for damages for breach of essential contractual obligations are limited to the typical, foreseeable damage. Liability for damage caused to legal property of the purchaser by the delivered item, such as damage to other items, is excluded completely. The provisions of p. 2 and 3 shall not apply in cases of intent or gross negligence or liability for injury of life, body or health.
- We do not assume any liability for contents on foreign websites that we link to.
XII. Prices and terms of payment
- Retail prices are given in EUR incl. VAT unless otherwise stated. Exceptions: planetariums and domes for which the price lists state net prices in EUR (ex-VAT).
- Delivery at our discretion by cash on delivery, invoice payment or advance payment unless other methods of payment have been agreed.
- Unless otherwise agreed, our invoices are due immediately upon receipt and without deduction.
- The purchase price or any compensation for work and charges for ancillary services shall be due for payment upon delivery of the item. Any discounts or bonuses will be granted only if agreed with the purchaser upon conclusion of the contract in writing. The purchaser will be in default upon failure to pay until 7 days after the day of maturity without any statement by us to that extent. In case of defects, right of retention is not entitled to the purchaser as far as it is not in adequate proportion to the defects and the prospective expenses of subsequent performance (in particular of remedy).
- Cheques and bills of exchange shall only apply as payment after redemption. Accepting a bill of exchange always needs preceding written arrangement with us. The standard discount and collection expenses will be charged for bills of exchange. These expenses have to be paid immediately in cash.
- For commercial transactions, we charge default interests of 8% p.a. above the respective discount rate/base rate of the German Central Bank. They are higher or lower if we prove a charge with a higher interest rate or if the purchaser proves a lower charge.
- If the purchaser is a businessperson, a legal entity under public law or a public special fund, withholding payments or offsetting against any counterclaims of the purchaser that are not approved by us is inadmissible.
All texts and images published on our web site and otherwise are protected by copyright. Any exploitation not covered by the Copyright Act needs either our previous written approval or that of the respective copyright holder whose data we will disclose to you on request. Printing or storing (downloading) contents is allowed only for personal, private and non-commercial use.
We expressly reserve omissions, price changes and non-availability of any products promoted on our web sites and in print media. Drafts, images, measures, weights or other service data are obliging only if expressly agreed in writing. Hence, we shall not assume any liability for the correctness, completeness and topicality of the provided information. Product descriptions and the technical execution of products may be subject to change any time and without previous announcement.
XVI. Place of performance and jurisdiction
- The place of performance is Mammendorf.
- Any litigations arising from the contractual relationship require bringing the action before that court which is responsible for our head office if the purchaser is a businessperson, a legal entity under public law or a public special fund. We are also entitled to sue at the location of the purchaser.
- The application of German right is accepted as agreed, where applicable. The applicability of the UN Sales Convention (CISG) is expressly excluded.
- Any transfers of rights and duties of the purchaser emerging from the contract concluded with us need our written approval to become effective.
- If any of the above-mentioned provisions is or will become invalid, the validity of the other provisions shall remain unaffected. In the event of invalidity of any provision, apply such an approach as best matches the economic intentions of the parties to the contract.
Edition: January 2015, © Baader Planetarium GmbH