1. Scope

1.1 The following General Terms and Conditions (“GTC”) form an integral part of all contracts for the supply of goods and other services by Grüning & Loske GmbH (“Gruelo”) concluded via Gruelo’s online shop (www.https://shop.gruelo.de, hereinafter: “online shop”). The terms and conditions of purchase of Gruelo’s contractual partners shall not be recognised even if Gruelo does not expressly object to them upon receipt.

1.2 Unless otherwise specified, the GTC apply both to contracts with natural persons who enter into the contract for purposes that are predominantly neither commercial nor part of their self-employed professional activity (consumers pursuant to § 13 of the German Civil Code (BGB), “consumer customer”), as well as to contracts with natural or legal persons or partnerships with legal capacity who, at the time of concluding the contract, are acting in the course of their commercial or self-employed professional activities (entrepreneurs pursuant to § 14 of the German Civil Code (BGB), “entrepreneur customer”), collectively referred to as “customer”.

2. Offers and conclusion of contract in the online shop

2.1 All offers made by Gruelo, in particular those listed in the online shop, are non-binding. It is only by placing an order that the customer submits a binding offer to conclude a purchase contract. This contract only becomes effective upon acceptance of the order (order confirmation) by Gruelo. In this case, the contracting party is Grüning & Loske GmbH, represented by the managing director Dirk Loske, Magdeburger Str. 1, D-30880 Laatzen, Tel: +49-5102/9199-01, Fax: +49-5102/9199-90, Email: [email protected].

2.2 The customer may submit their offer via the online shop’s order form.

2.3 The images, details regarding dimensions, weights, quality and other descriptions of the goods contained in the product descriptions are approximate only, unless otherwise stated in the order confirmation; deviations or changes resulting from legal requirements or constituting technical improvements are permissible, provided they do not impair the usability for the contractually intended purpose.

2.4 Placing an order via the online shop requires the customer to register or log in to a customer account activated by Gruelo. The customer selects one or more items from the range of goods then available, in the desired quantity and with the selected specifications, and adds them to the ‘shopping basket’. The customer then selects the desired delivery address, payment method and delivery option on the ‘Checkout’ page. After confirming the Terms and Conditions, the customer submits a binding offer to purchase the goods in the shopping basket by clicking the ‘Place order now’ button.

2.5 All data entered is displayed in summary form once more before the order is submitted as a binding offer. Until the order is submitted, the customer may amend all data entered using the browser’s ‘Back’ button or cancel the process by closing the browser window.

2.6 Upon receipt of the order, Gruelo will send the customer an email confirming receipt of the order, which includes the subject of the order and the details entered (order confirmation). However, this does not yet constitute acceptance of the order. The contract is only concluded upon receipt of an order confirmation from Gruelo. Gruelo may accept the customer’s order within two working days of its receipt. To this end, the transmission of an order confirmation in writing is sufficient. If Gruelo does not accept the customer’s order within the aforementioned period, this shall be deemed a rejection of the order, with the consequence that the customer is no longer bound by their order.

2.7 The ordering process is available in German and English.

2.8 The customer may print both the order confirmation and the contract confirmation using the ‘Print’ function. When ordering via a customer account, all order details and the contract text can be viewed by logging into the customer account at https://shop.gruelo.de/konto. All order details and the Terms and Conditions are also set out in writing in the order confirmation sent following an order, where applicable. The Terms and Conditions are also available for download at https://gruelo.de/en/webshop-general-terms-and-conditions/. The customer may save and/or print these details themselves.

3. Prices, delivery costs and payment

3.1 Unless expressly stated otherwise, the prices quoted in the online shop are exclusive of VAT for registered business customers and inclusive of VAT for registered consumer customers, plus delivery costs.

3.2 For business customers, delivery is available to addresses within the European Union, Norway, Iceland, Liechtenstein and Switzerland; upon request and by individual arrangement, delivery is also available to addresses in certain other countries. For consumer customers, delivery is generally only possible to addresses within the territory of the Federal Republic of Germany.

3.3 The applicable delivery charges depend, among other things, on the purchase value of the goods and the delivery address. Detailed information is available at https://gruelo.de/wp-content/uploads/2025/09/versandkosten.pdf.

3.4 If the net value of goods sold falls below EUR 150.00, Gruelo will charge a minimum order surcharge of EUR 30.00 net per order.

3.5 The following payment methods are generally available to the customer:

• Invoice (with payment terms or prepayment at Gruelo’s discretion)

Gruelo reserves the right, in individual cases, not to offer certain payment methods and to direct the customer to another specified payment method.

3.6 The customer shall only be entitled to a right of retention and a right of set-off to the extent that their counterclaims arise from the same contractual relationship (in particular claims for defects and claims for completion costs) or are undisputed or have been established by a final and binding court decision.

4. Availability and Dispatch

4.1 Gruelo’s obligation to deliver to business customers is subject to contractual supply, in particular correct and timely supply, unless Gruelo is responsible for the non-contractual, incorrect or delayed supply.

4.2 Unless otherwise agreed, the ordered goods shall be delivered by post to the delivery address specified by the customer when placing the order.

4.3 If the contracted carrier is unable to deliver the ordered goods, the customer shall bear the costs of the unsuccessful delivery. This shall not apply in the event of the consumer-customer effectively exercising their right of withdrawal, or if the customer is not responsible for the impossibility of delivery, or if they were temporarily prevented from accepting the service offered, unless Gruelo had notified them of the service in good time.

4.4 In dealings with business customers, Gruelo is permitted to make partial deliveries to a reasonable extent.

5. Retention of title

5.1 Gruelo retains title to the delivered goods (reserved goods) until the purchase price owed has been paid in full by the customer.

5.2 The following also applies to contracts with business customers:

• All goods delivered shall remain the property of Gruelo (‘goods subject to retention of title’) until all claims, in particular the respective balance claims, to which Gruelo is entitled within the framework of the business relationship (‘balance retention’) have been settled. This balance retention shall expire definitively upon settlement of all claims still outstanding at the time of payment and covered by this balance retention. This also applies to future and conditional claims, and also where payments are made against specifically designated claims. However, the balance reservation does not apply to prepayment or cash transactions that are settled on a simultaneous basis.
• The business customer may only sell the goods subject to retention of title in the ordinary course of business, on their standard terms and conditions, and provided they are not in default, on condition that the claims arising from the resale are assigned to Gruelo in accordance with the following points.
• In the event of the resale of the goods subject to retention of title, the business customer hereby assigns to Gruelo, by way of security, the resulting claim against the purchaser – in the case of the business customer’s co-ownership of the goods subject to retention of title, pro rata in accordance with the co-ownership share. The same applies to other claims that take the place of the goods subject to retention of title or otherwise arise in connection with the goods subject to retention of title, such as insurance claims or claims arising from tort in the event of loss or destruction. Gruelo revocably authorises the business customer to collect the claims assigned to Gruelo in its own name. This authorisation to collect shall lapse in the event of revocation by Gruelo. Gruelo shall only exercise this right of revocation in the event of default in payment or an application for the opening of insolvency proceedings against the business customer’s assets. Upon request, the business customer is obliged to inform its customers immediately of the assignment to Gruelo and to provide Gruelo with the documents necessary for collection.
• If third parties access the goods subject to retention of title, in particular through attachment, the business customer shall inform Gruelo of this without delay. If the third party is unable to reimburse Gruelo for the judicial or extrajudicial costs incurred in this connection, the business customer shall be liable for these.
• Should the business customer default on payment, Gruelo shall be entitled to take back the goods subject to retention of title and to sell them at the best possible price, setting the proceeds against the purchase price. The same shall apply if, after conclusion of the contract, it becomes apparent that Gruelo’s claim for payment arising from this contract or from other contracts with the business customer is jeopardised by the latter’s lack of solvency. Such repossession shall not constitute a withdrawal from the contract. The provisions of the Insolvency Act remain unaffected.
• Upon request, Gruelo shall release the goods subject to retention of title, as well as any items or claims taking their place, at its own discretion, insofar as their value exceeds the amount of the secured claims by more than 50%.

6. Right of withdrawal for consumer customers

The consumer customer is entitled to a right of withdrawal in respect of the order in accordance with § 312g of the German Civil Code (BGB), to which Gruelo refers below:

6.1 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 named by you, who is not the carrier, took possession of the goods.

To exercise your right of withdrawal, you must inform us (Grüning & Loske GmbH, Magdeburger Str. 1, D-30880 Laatzen, Tel: +49-5102/9199-01, Email: [email protected]) 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 model withdrawal form provided below (see section 6.2 below), 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 reimburse you for all payments we have received from you, including delivery costs (with the exception of any additional costs arising from your choice of a type of delivery 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 use the same means of payment for this refund as 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 proof that you have returned the goods, whichever is the earlier.

You must return the goods to Grüning & Loske GmbH, Magdeburger Str. 1, D-30880 Laatzen/Hannover, or hand them over there by prior arrangement, 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 dispatch 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 EUR 100.00. You shall only be liable for any diminished value of the goods if this is attributable to handling of the goods that goes beyond what is necessary to establish their nature, characteristics and functioning.

6.2 Withdrawal form

If you wish to withdraw from the contract, please complete this form and return it to us.

Grüning & Loske GmbH,

Magdeburger Str. 1

D-30880 Laatzen/Hanover

Fax: +49-5102/9199-90

Email: [email protected]

… [insert date]

I/we hereby withdraw from the contract concluded by me/us for the purchase of the following goods:

…, [insert product description / item no.]

ordered on …/ received on … [insert date].

… [insert customer name]

… [insert customer’s address]

____________________

Signature (Note: only for paper notifications)

7. Liability for defects

7.1 The following applies to orders placed by consumer customers:

• As the purchaser of the goods from Gruelo, the consumer customer is entitled to make a claim for any defects that may arise.
• If rectification has taken place by way of a replacement delivery, the consumer customer is obliged to return the originally delivered and rejected goods to Gruelo within 30 days of receiving the replacement delivery.

7.2 The following applies to orders placed by business customers:

• The internal and external characteristics of the goods are determined in accordance with the agreed technical DIN/EN standards or, in the absence of an agreement, in accordance with the technical DIN/EN standards applicable at the time of ordering. References to standards and similar regulations, to test certificates and similar documents, as well as information regarding the suitability of the goods for use, do not constitute representations or warranties, nor do declarations of conformity and corresponding markings such as CE and GS.
• Insofar as the quality has not been agreed, the goods are free from material defects if they are suitable for the use intended under the contract. Such use is only deemed to be contractually intended if Gruelo has expressly agreed to it in writing.
• Insofar as the goods possess the agreed quality or are suitable for the agreed use, the business customer may not claim that the goods are not suitable for normal use or do not possess a quality that is customary for goods of this kind and which the business customer expected. In this respect, Gruelo’s liability is excluded in accordance with Section 8 of these General Terms and Conditions.
• The statutory provisions apply to the inspection of the goods and the notification of defects by the business customer, provided that defects in the goods must be notified to Gruelo in writing. Any transport damage can only be taken into account if it is noted on the delivery note. In this respect, the notification obligations of the General German Freight Forwarding Conditions (AdSP) apply. Defects which cannot be detected immediately after delivery, even upon the most careful inspection, must be notified to Gruelo in writing immediately upon discovery.
• In the event of the intended installation or fitting of the goods, the business customer is obliged to check the properties of the goods relevant to their use, at least on a random basis, prior to installation and to notify Gruelo of any defects in the goods without delay. If the business customer fails to examine the properties of the goods relevant to their use, at least on a random basis, prior to installation or fitting, this constitutes a particularly serious breach of the duty of care required in business dealings (gross negligence) in relation to Gruelo. In this case, claims for defects relating to these properties shall only be considered if Gruelo has fraudulently concealed the defect in question or has provided a guarantee for the quality of the goods.
• In the case of prefabrication processes and where the goods are used to manufacture a new item prior to installation, Gruelo shall be liable for any expenses or damages incurred by the contractor-customer, in particular for costs of remanufacture or restoration, only in the event of a culpable breach of duty. This shall also apply if the goods still retain their original material properties after processing by the contractor-customer.
• In the event of a justified complaint made within the prescribed period, Gruelo may, at its discretion, remedy the defect or supply goods free from defects (subsequent performance). In the event of failure or refusal to provide subsequent performance, the business customer may, following the fruitless expiry of a reasonable period, withdraw from the contract or reduce the purchase price. If the defect is not significant or if the goods have already been sold, processed or altered, the business customer is entitled only to the right to a price reduction.
• If the business customer has incorporated the defective goods into another item or attached them to another item in accordance with their nature and intended use, they may only claim compensation for the necessary expenses incurred in removing the defective goods and installing or attaching the repaired or delivered goods free from defects (‘removal and installation costs’) in accordance with the following provisions:
• Only those removal and installation costs are required which relate directly to the removal or dismantling of the defective goods and the installation or fitting of identical goods, which have been incurred on the basis of standard market terms, and which are substantiated by the business customer by providing suitable supporting documents, at least in writing.
• Any further costs incurred by the business customer for consequential damages resulting from the defect, such as loss of profit, business interruption costs or additional costs for replacement purchases, are not direct removal and installation costs and are therefore not eligible for reimbursement as expenses pursuant to § 439(3) of the German Civil Code (BGB). The same applies to sorting costs and additional expenses arising from the fact that the goods sold and delivered are located at a place of performance other than the agreed place of performance.
• The business customer is not entitled to demand an advance payment for removal and installation costs and other costs of subsequent performance.
• If the business customer does not immediately give Gruelo the opportunity to verify the defect, or, in particular, does not immediately make the goods subject to complaint or samples thereof available for inspection upon request, all rights arising from the material defect shall lapse.
• Insofar as the expenses claimed by the business customer for subsequent performance are disproportionate in individual cases, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the breach of contract, Gruelo shall be entitled to refuse to reimburse these expenses. Disproportionality shall be deemed to exist in particular where the expenses claimed, in particular for removal and installation costs, exceed 150% of the invoiced value of the goods or 200% of the reduction in value of the goods due to the defect. If the final contract in the supply chain is a sale of consumer goods, reimbursement of expenses shall be limited to a reasonable amount. The business customer shall not be entitled to reimbursement of costs incurred in remedying a defect themselves without the statutory requirements being met, nor of removal and installation costs, insofar as the goods supplied by Gruelo no longer retained their original physical characteristics as a result of processing by the business customer prior to installation.
• Further claims by the business customer are excluded in accordance with Section 8 of these General Terms and Conditions. The business customer’s rights of recourse under §§ 478 and 479 of the German Civil Code (BGB) remain unaffected.

8. General limitation of liability and limitation period

The following applies to contracts with business customers:

8.1 Gruelo – including its senior executives and other vicarious agents – shall be liable for breaches of contractual and non-contractual obligations, in particular for impossibility, delay, fault in the preliminary negotiations and tort, only in cases of intent and gross negligence, limited to the damage typical of the contract and reasonably foreseeable at the time of conclusion of the contract. Otherwise, Gruelo’s liability, including for defects and consequential damage arising from defects, is excluded.

8.2 These limitations shall not apply in the event of a culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in the event of culpably caused damage to life, limb or health, nor shall they apply if and to the extent that Gruelo has assumed a guarantee for the quality of the goods sold, as well as in cases of mandatory liability under the Product Liability Act. Essential contractual obligations are those which make the proper performance of the contract possible in the first place and on the fulfilment of which the business customer may regularly rely. The statutory provisions regarding the burden of proof remain unaffected by this.

8.3 Unless otherwise agreed, contractual claims arising for the business customer against Gruelo in connection with the delivery of the goods shall become time-barred one year after receipt of the goods. This shall not apply where § 438(1)(2) of the German Civil Code (BGB), §§ 478 and 479 of the German Civil Code (BGB) or § 634a(1)(2) of the German Civil Code (BGB) prescribe longer periods, as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by Gruelo, or in the event of fraudulent concealment of a defect. In cases of subsequent performance, the limitation period does not start running anew, but is suspended until the expiry of three months following the completion of the subsequent performance.

9. Jurisdiction and Applicable Law

The following applies to contracts with business customers:

• The place of jurisdiction shall be, at Gruelo’s discretion, 30880 Laatzen or the registered office of the business customer.
• In addition to these terms and conditions, German non-uniform law, in particular the BGB/HGB, applies to all legal relationships between Gruelo and the business customer. The provisions of the Vienna UN Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.