General Terms and Conditions, Terms of Delivery and Payment of Cumdente GmbH • Paul-Ehrlich-Straße 11 • 72076 Tübingen

General provisions
These GTC only apply to entrepreneurs within the meaning of the German Civil Code (BGB) and not to consumers.
All our services and deliveries are provided exclusively on the basis of the following provisions. These provisions come into force with our written order confirmation and apply to the entire business relationship with our customers. Any terms and conditions to the contrary are expressly rejected; this also applies if the customer is not expressly referred to these terms and conditions again before the service is performed.

These Terms and Conditions shall also apply to future transactions in the case of ongoing business relationships, even if no express reference is made to them, provided that they have been received by the Purchaser in connection with an order previously confirmed by the Supplier.

Offer and delivery
Offer: Our offers are always subject to change. We reserve the right to make reasonable technical and design deviations from information in Cumdente's brochures and written documents as well as changes to models, designs and materials in the course of technical progress and further development. Orders placed shall be deemed to have been accepted if we do not object to them in writing within 4 weeks of receipt of the order.

Delivery time: Agreed delivery dates shall be deemed to have been met if the delivery items have been handed over to the carrier on the agreed delivery date. The delivery period shall be extended appropriately if circumstances occur which are beyond our control. Partial deliveries are permissible.

Delivery disruptions: If we are hindered in the timely fulfilment of the contract due to procurement, manufacturing or delivery disruptions at our premises or those of our suppliers, e.g. due to energy shortages, traffic disruptions, strikes or lockouts, the delivery period shall be extended accordingly. The customer may only withdraw from the contract if he sets us a reasonable period of grace in writing after expiry of the extended deadline. Withdrawal must be made in writing if we do not fulfil the order within the grace period. If we are unable to fulfil the contract in whole or in part due to delivery disruptions, we shall be released from our obligation to deliver. We shall inform the customer immediately of any delivery disruptions and our inability to deliver.

Compensation: Claims for damages by the purchaser due to delay or non-fulfillment are excluded unless we are guilty of intent or gross negligence.

Right of retention: If the customer is in arrears with payment for an earlier delivery, we are entitled to withhold deliveries without being obliged to compensate for any damage that may arise.

Transport / transfer of risk: All deliveries are made ex works at the expense and risk of the purchaser, unless other agreements have been made. The parts will only be insured against transport damage or other risks if expressly requested and at the expense of the purchaser. The risk passes to the customer as soon as the goods leave our warehouse. All shipments, including any returns, travel at the purchaser's risk. Packaging is carried out according to professional and commercial standards.

Retention of title
Conditional transfer of ownership: The goods remain our property until all future claims arising from our business relationship with the customer have been paid. This also includes conditional demands. Processing: In the event of processing or combining the reserved goods within the meaning of §§ 947 and 950 BGB with other items that do not belong to us, we have a co-ownership share in the new item in the amount of: of the sales price charged to the buyer including sales tax.

Extended retention of title: The buyer stores the item for us free of charge. The buyer may sell the reserved goods in the normal course of business and only against immediate payment or under further retention of title; He is not entitled to make other dispositions, in particular to transfer ownership as security and to pledge.

Assignment: The supplier now assigns to us the amount with all rights of his claims from the resale of the reserved goods, which corresponds to our invoice price including sales tax.

Collection of the claim: The buyer is entitled to collect the claims assigned to us until revoked. An assignment or pledging of these claims is only permitted with our written consent. In the event that circumstances arise for the buyer that, in our opinion, no longer justify granting the target, the buyer must, at our request, notify the debtors of the assignment in writing, provide us with all information and submit and send documents. For this purpose, the buyer must, if necessary, grant us access to his relevant documents.

Information: If the circumstances mentioned in the previous paragraph exist, the buyer must grant us access to the reserved goods still in his possession, send us a precise list of the goods, separate the goods and hand them over to us. The buyer must immediately notify us in writing of any access by third parties to the reserved goods or the claims assigned to us and to support us in every way in the intervention.

Release: If the value of this security exceeds the amount of our claim by more than 10%, we will release the security at our discretion at the buyer's request.

Cost: The buyer bears the costs for fulfilling the aforementioned obligations to cooperate in pursuing all rights arising from the retention of title as well as all uses made for the purpose of maintaining and storing the goods.

Rights in the event of defects
Obligation to give notice: The purchaser must check the delivery for obvious defects immediately upon receipt and report these to us immediately. Even measurements and/or measurement protocols on our part do not release us from the obligation to inspect receipt and make complaints in a timely manner. Non-obvious defects must be reported to us in writing within 5 days of their discovery.

Subsequent delivery: In the event of a defective delivery for which we are responsible, we undertake to deliver a replacement free of charge. If a subsequent delivery has failed twice, the customer can withdraw from the contract.

Liability: If we are not responsible for any defects identified, all liability for defects expires. Liability for defects expires in any case if the purchaser or a third party modifies or damages the parts, in particular if they remove or make illegible the serial number, type designation or similar markings or in the event of a violation of the warranty conditions. Our liability for damages is limited to the amount of the order costs. Furthermore, we are only liable for claims that go beyond the replacement of the disputed delivery (e.g. consequential damage due to defects, etc.) in cases of intent and gross negligence. These exclusions of liability do not apply to claims arising from the Product Liability Act. If the inspection for defects does not reveal any liability for defects, we are entitled to demand compensation for all expenses.

Deadline: The deadline for liability for defects is one year from the transfer of risk. Liability for defects in used items is excluded.

Warranty (defects in the purchased item)
In the case of justified defects, we will provide supplementary performance at our discretion either by professionally eliminating the defect (repair) or by delivering a replacement as quickly as possible. There are no claims if there is an insignificant reduction in value or suitability. We have the right to have the supplementary performance carried out by a third party. If subsequent fulfillment fails, the buyer is entitled to withdraw from the contract in accordance with Section 323 of the German Civil Code (BGB) or to reduce the purchase price in accordance with Section 441 of the German Civil Code (BGB). If we decide to remedy the defect, the repair will only be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect indicates otherwise. The warranty period is one year from delivery of the product. This deadline does not apply in the event of fraudulent behavior or if a guarantee is given for the quality. If materials supplied by us, due to their natural nature, have an expiry date which ends within one year of delivery, all claims due to defects in these materials expire at the end of the expiry date, unless the materials have been processed by the expiry date. We are only liable for damages under the aforementioned conditions and to the extent stated above. Defects due to incorrect materials and accessories delivered by the buyer are not our responsibility. Working documents provided to us that appear to be defective can therefore be returned before processing after consultation and coordination with the buyer. We are liable for the storage of the materials or accessories delivered by the buyer with the same care that we take in our own affairs. Our application recommendations, regardless of whether they are given verbally, in writing or in the form of practical instructions, are based on our own experiences and experiments and can therefore only be seen as guidelines and not as guarantees or assurances. Our products are subject to continuous development. We therefore reserve the right to make changes to the design, composition and properties.

Right of withdrawal
The customer can revoke his contractual declaration within two weeks without giving reasons in text form (e.g. letter, fax, email) or by returning the goods. The deadline starts once goods are received. To meet the cancellation deadline, it is sufficient to send the cancellation or the goods on time. The revocation must be sent to Cumdente GmbH, Paul-Ehrlich-Str. 11, 72076 Tübingen or by email to This right of withdrawal does not apply to contracts for the delivery of goods that Cumdente has produced based on customer specifications or that have been clearly tailored to the customer's personal needs or are not suitable for return due to their nature. The above right of withdrawal does not apply if the goods ordered by the customer are to be used for his own commercial or independent professional activity.

Consequences of revocation
In the event of an effective revocation, the services received by both parties must be returned and any benefits derived (e.g. interest) must be returned. The purchase contract will be terminated after the goods have been returned and Cumdente will repay any payments already made within 14 days by bank transfer to the customer's account. The customer must fulfill his obligations to reimburse payments within 30 days of sending his declaration of cancellation. If the customer cannot return the received service in whole or in part or only in a deteriorated condition, the customer may have to pay us compensation. This does not apply to the inspection of items if the deterioration of the item is solely due to the inspection, as the customer would have been able to do in a store. Furthermore, the customer can avoid the obligation to pay compensation by not using the item as an owner and refraining from anything that would impair its value. When returning a delivery of goods, the customer must bear the costs of the return if the goods delivered correspond to those ordered. The right to withdraw from the contract exists regardless of warranty claims if the goods have defects. If there is a defect that is subject to warranty, the customer is entitled, within the scope of the legal provisions, to demand subsequent performance, to withdraw from the contract or to reduce the purchase price.

The calculation is made at the prices valid on the day of delivery, unless a special agreement has been made. Any additional work and materials required will be charged based on effort, unless otherwise agreed. If only part of the agreed quantity is purchased within the agreed period in the case of call-off or forward orders, we are entitled, at our discretion, to either charge the price applicable to this lot size for the part delivered or to deliver and invoice the quantity that has not yet been called off. All prices are ex warehouse plus VAT and exclude packaging, transport, insurance and other additional costs. 2% discount for granted direct debit (only within Germany).

All industrial property rights arising as part of the business relationship (copyrights and ancillary copyrights, trademark rights, competition law ancillary protection for patent rights) remain exclusively with Cumdente. With regard to the execution of orders according to the customer's specifications, Cumdente assumes no guarantee that the services and deliveries provided in accordance with the order will not infringe third party property rights. In this context, Cumdente is not obliged to check for possible violations of third-party property rights before providing services. In the event of a violation of third party property rights, the customer undertakes to release Cumdente from all possible claims for damages upon first request.

The client can only offset an undisputed or legally established claim or exercise a right of retention. Invoices are due for payment immediately upon receipt without any deductions. Checks are accepted at our discretion and only as payment. Credit will only be given subject to the usual reservations. The purchaser is only entitled to offset or to defend a right of retention if the counterclaims have been legally established or are undisputed.

If the client does not pay the price including additional costs within 14 days of receipt of the invoice and delivery of the goods, he will be in default even without a reminder. The following reminder fees will be charged: Second reminder 5 euros, third reminder 10 euros. In the event of late payment, default interest of 8% above the base interest rate of the European Central Bank must be paid. This does not exclude the assertion of further damages caused by default.

Data protection
We would like to point out that the personal data that becomes known as part of the business relationship will be processed in accordance with the General Data Protection Regulation (GDPR).

Changes and modifications to these conditions as well as additional agreements must be made in writing. This also applies to this written form clause. The place of performance for our services, in particular our deliveries and the place of handover within the meaning of the packaging regulations is Tübingen. The law of the Federal Republic of Germany applies to the entire legal relationship between Cumdente and the customer. Tübingen is the exclusive place of jurisdiction for all disputes arising from the contractual relationship. If one or more provisions are invalid, the remaining terms and conditions will not be affected. Rather, the contracting parties undertake to replace the invalid provision with one that comes closest to the economic purpose of the invalid provision.

The copyright to all documents provided to our customers as part of the business relationship belongs solely to Cumdente GmbH. Customers are not permitted to reproduce the documents in whole or in part and/or make them accessible to third parties without the written consent of Cumdente GmbH.

The current version can be found at: This information is current as of September 2020.