Terms and Conditions

Last updated on February 23, 2025

General Terms and Conditions with Customer Information

 

Table of Contents

  1. Scope of Application

  2. Conclusion of Contract

  3. Right of Withdrawal

  4. Prices and Payment Conditions

  5. Delivery and Shipping Conditions

  6. Granting of Usage Rights for License Keys

  7. Contract Duration and Termination in Subscription Contracts

  8. Retention of Title

  9. Liability for Defects (Warranty)

  10. Liability

  11. Applicable Law

  12. Jurisdiction

  13. Alternative Dispute Resolution

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter "GTC") of GEMCore UG (limited liability) (hereinafter "we/us") apply to all contracts for the delivery of goods that you, as a consumer or entrepreneur (hereinafter "you") conclude with us regarding the goods presented in our online store. We hereby reject the inclusion of your own terms and conditions, unless we have agreed otherwise with you.

1.2 These GTC also apply to contracts for the provision of license keys, unless otherwise regulated in this respect. We owe the provision of a license key for the use of the digital content or digital services described by us (hereinafter "digital products") as well as the granting of the contractually agreed rights to use the respective digital products. You do not acquire any intellectual property rights to the digital product. The quality of the digital product is determined by the respective product description provided by us.

1.3 You are considered a consumer within the meaning of these GTC if you conclude a legal transaction for purposes that cannot be predominantly attributed to your commercial or independent professional activity.

1.4 You are considered an entrepreneur within the meaning of these GTC if, as a natural or legal person or as a partnership with legal capacity, you act in the exercise of your commercial or independent professional activity when entering into a legal transaction.

1.5 The subject matter of the contract can - depending on our product description - be both the purchase of goods through a single delivery as well as the purchase of goods through a permanent delivery (hereinafter "subscription contract"). In the case of the subscription contract, we commit ourselves to deliver the contractually owed goods for the duration of the agreed contract term at the contractually owed intervals.

2) Conclusion of Contract

2.1 The product descriptions contained in our online store do not constitute binding offers from us, but serve as an invitation to submit a binding offer from you.

2.2 You can submit the offer through the online order form integrated into our online store. After you have placed the selected goods in the virtual shopping cart and completed the electronic ordering process, you make a legally binding contractual offer regarding the goods included in the shopping cart by clicking the button that completes the ordering process.

2.3 We can accept your offer within five days,

  • by sending you a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by you is decisive, or

  • by delivering the ordered goods to you, whereby the receipt of the goods by you is decisive, or

  • by requesting payment from you after you have placed your order.

If multiple of the above alternatives are present, the contract is concluded at the moment when one of the aforementioned alternatives occurs first. The period for accepting your offer begins on the day following the submission of your offer and ends at the end of the fifth day following the dispatch of the offer. If we do not accept your offer within the aforementioned period, this is considered a rejection of the offer, with the result that you are no longer bound by your declaration of intent.

2.4 If you choose a payment method offered by PayPal, the payment processing is carried out through the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter "PayPal"), in accordance with the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if you do not have a PayPal account - under the conditions for payments without a PayPal account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If you pay using a payment method offered by PayPal that can be selected during the online ordering process, we already declare the acceptance of your offer at the moment when you click the button that completes the ordering process.

2.5 When making an offer via our company's online order form, the contract text will be saved by us after the conclusion of the contract and transmitted to you in text form (e.g., email, fax, or letter) after you have submitted your order. No further accessibility of the contract text by us will be provided. If you have set up a user account in our online store before submitting your order, the order data will be archived on our website and can be accessed by you free of charge via your password-protected user account by providing the corresponding login data.

2.6 Before making a binding order through our online order form, you can identify possible input errors by carefully reading the information displayed on the screen. A useful technical means for better recognition of input errors can be the zoom function of your browser, which enlarges the display on the screen. You can correct your entries in the electronic ordering process using the usual keyboard and mouse functions until you click the button that completes the ordering process.

2.7 Different languages are available for the conclusion of the contract. The specific language selection is displayed in the online store.

2.8 Order processing and contact typically take place via email and automated order processing. You must ensure that the email address you provided for order processing is correct so that the emails we send can be received at that address. In particular, you must ensure that all emails sent by us or third parties tasked by us with order processing can be delivered when using SPAM filters.

3) Right of Withdrawal

3.1 Consumers generally have a right of withdrawal.

3.2 For further information on the right of withdrawal, please refer to our withdrawal instruction.

3.3 The right of withdrawal does not apply to consumers who, at the time of the conclusion of the contract, do not belong to a member state of the European Union and whose only residence and delivery address at the time of the conclusion of the contract is outside the European Union.

4) Prices and Payment Conditions

4.1 Unless stated otherwise in our product description, the prices quoted are total prices that include the statutory value-added tax. Any additional delivery and shipping costs will be separately stated in the respective product description.

4.2 For deliveries to countries outside the European Union, further costs may arise on a case-by-case basis, which we are not responsible for and which are to be borne by you. This includes, for example, costs for money transfers through financial institutions (e.g., transfer fees, exchange rate fees) or customs duties or taxes (e.g., tariffs). These costs may also arise in relation to the money transfer, even if the delivery does not take place in a country outside the European Union, but you make the payment from a country outside the European Union.

4.3 The payment option(s) will be communicated to you in our online store.

4.4 If you select a payment method offered via the payment service "Stripe," the payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). The specific payment methods offered via Stripe will be communicated to you in our online store. To process payments, Stripe may use other payment services, for which special payment conditions may apply, which will be pointed out to you separately, if applicable. Further information about Stripe can be found on the internet at https://stripe.com/de .

4.5 If you choose the SEPA direct debit payment method, the invoice amount is due after issuing a SEPA direct debit mandate, but not before the expiry of the notification period for payment. The direct debit will be collected when the ordered goods leave our warehouse, but not before the expiry of the notification period. Notification ("Pre-Notification") is any notice (e.g., invoice, policy, contract) from us to you that announces a charge via SEPA direct debit. If the direct debit is not honored due to insufficient funds or because of incorrect bank account details, or if you object to the debit despite not being entitled to do so, you have to bear the fees incurred due to the reversal by the respective financial institution if you are responsible for this. We reserve the right to conduct a credit check when choosing the SEPA direct debit payment method and to refuse this payment method in case of a negative credit check.

4.6 If you choose the direct debit payment method via Stripe, the payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). In this case, Stripe collects the invoice amount after issuing a SEPA direct debit mandate, but not before the expiry of the notification period on our behalf from your bank account. Notification ("Pre-Notification") is any notice (e.g., invoice, policy, contract) from us to you that announces a charge via SEPA direct debit. If the direct debit is not honored due to insufficient funds or because of incorrect bank account details, or if you object to the debit despite not being entitled to do so, you have to bear the fees incurred due to the reversal by the respective financial institution if you are responsible for this. We reserve the right to conduct a credit check when choosing the SEPA direct debit payment method and to refuse this payment method in case of a negative credit check.

4.7 If you select the credit card payment method via Stripe, the invoice amount is due immediately upon conclusion of the contract. The payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter "Stripe"). Stripe reserves the right to conduct a credit check and to refuse this payment method in case of a negative credit check.

5) Delivery and Shipping Conditions

5.1 If we offer shipping of the goods, the delivery will take place within the delivery area indicated by us to the delivery address you provided, unless otherwise agreed. The delivery address specified in our order processing is decisive for the transaction.

5.2 If delivery of the goods fails for reasons for which you are responsible, you bear the reasonable costs incurred by us as a result. This does not apply to the costs of shipping if you have effectively exercised your right of withdrawal. The return costs are subject to the regulations made in our withdrawal instructions in the case of effective exercise of the right of withdrawal by you.

5.3 If you act as an entrepreneur, the risk of accidental loss and deterioration of the sold goods passes to you as soon as we have delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment. If you act as a consumer, the risk of accidental loss and deterioration of the sold goods generally only passes to you upon handover of the goods to you or a designated recipient. In deviation from this, the risk of accidental loss and deterioration of the sold goods also passes to you when we have delivered the item to the carrier, freight forwarder, or other person or institution designated to carry out the shipment, if you have instructed the carrier, freight forwarder, or other person or institution designated to carry out the shipment and we did not previously name this person or institution to you.

5.4 We reserve the right to withdraw from the contract in the event of incorrect or improper self-supply. This only applies in cases where the non-delivery is not due to us and we have concluded a concrete supply transaction with the supplier with the due care required. We will make all reasonable efforts to procure the goods. In the case of unavailability or only partial availability of the goods, you will be informed immediately and the consideration will be refunded to you immediately.

5.5 Self-pickup is not possible for logistical reasons.

5.6 License keys will be provided to you as follows:

– by display on the screen

6) Granting of Usage Rights for License Keys

6.1 The provided license key entitles you to use the digital product evident from our respective product description to the extent described there.

6.2 To the extent that the license key refers to the one-time provision of digital content, the granting of rights becomes effective only when you have fully paid the due remuneration.

7) Contract Duration and Termination in Subscription Contracts

7.1 Subscription contracts are concluded for an indefinite period and can be terminated by you at the end of any month.

7.2 The right to terminate for cause remains unaffected. A valid reason exists if, considering all circumstances of the individual case and weighing both parties' interests, the party terminating the contract cannot be reasonably expected to continue the contractual relationship until the agreed termination or until the expiration of a notice period.

7.3 Terminations can be made in writing, in text form (e.g., via email) or electronically via the termination device (termination button) provided by us on our website.

8) Retention of Title

If we provide performance in advance, we retain ownership of the delivered goods until full payment of the due purchase price.

9) Liability for Defects (Warranty)

Unless otherwise stipulated in the following provisions, the regulations of statutory liability for defects apply. By way of deviation, the following applies to contracts for the delivery of goods:

9.1 If you act as an entrepreneur,

  • we have the choice of the type of subsequent performance;

  • the limitation period for defect rights for new goods is one year from delivery of the goods;

  • defect rights are excluded for used goods;

  • the limitation period does not restart if a replacement delivery occurs in the context of liability for defects.

9.2 The limitations of liability and limitation periods regulated above do not apply

  • to your claims for damages and reimbursement of expenses,

  • in the event that we have fraudulently concealed the defect,

  • for goods that have been used for a building in the manner customary for its intended use and have caused its defects,

  • for any obligation of ours to provide updates for digital products in contracts for the delivery of goods with digital elements.

9.3 Furthermore, it applies to entrepreneurs that the statutory limitation periods for a potential statutory right of recourse remain unaffected.

9.4 If you act as a merchant within the meaning of § 1 HGB, you are subject to the commercial inspection and notification obligation in accordance with § 377 HGB. If you neglect the notification obligations regulated there, the goods are deemed approved.

9.5 If you act as a consumer, you are requested to report delivered goods with obvious transport damage to the carrier and inform us about it. If you do not comply, this has no effect on your statutory or contractual defect claims.

10) Liability

The seller is liable to you for all contractual, quasi-contractual, and statutory, including tort claims for damages and reimbursement of expenses as follows:

10.1 We are liable for any legal reason without limitation

  • in the case of intent or gross negligence,

  • for intentional or negligent injury to life, body, or health,

  • based on a guarantee promise, unless otherwise agreed,

  • based on mandatory liability, such as under the Product Liability Act.

10.2 If we negligently violate a significant contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless we are liable without limitation according to the preceding clause. Significant contractual obligations are obligations that the contract imposes on us according to its content for the fulfillment of the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on which you can regularly rely.

10.3 In addition, any liability on our part is excluded.

10.4 The above liability regulations also apply to our liability for our agents and legal representatives.

11) Applicable Law

11.1 For all legal relationships between you and us, the law of the Federal Republic of Germany applies, excluding the laws on the international sale of movable goods. If you act as a consumer, this choice of law applies only to the extent that the protection granted to you by mandatory provisions of the law of the state in which you have your habitual residence is not withdrawn.

11.2 Furthermore, this choice of law does not apply in relation to the statutory right of withdrawal for consumers who, at the time of the conclusion of the contract, do not belong to a member state of the European Union and whose only residence and delivery address at the time of the conclusion of the contract is outside the European Union.

12) Jurisdiction

If you act as a merchant, a legal entity under public law, or a public-law special fund with registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is our business premises. If you have your registered office outside the territory of the Federal Republic of Germany, our business premises is the exclusive jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to your professional or commercial activity. However, in such cases, we are entitled in any case to call the court at your place of business.

13) Alternative Dispute Resolution

We are neither obliged nor willing to participate in a dispute resolution procedure before a consumer dispute resolution body.