General Terms and Conditions – ONLEVEL

General Terms and Conditions

1. Scope

These General Terms and Conditions shall apply to all contracts which
ONLEVEL concludes with their customers – hereinafter referred to as entrepreneurs – on the purchase of goods and other services, including
application-oriented advice and counselling. Additional, partly deviant or extended conditions, overriding the present General Terms and Conditions, shall apply for the installation of products by ONLEVEL employees; for all other cases, these conditions shall apply exclusively. ONLEVEL shall not accept any adverse or deviant conditions of the entrepreneur without explicit written consent. These conditions shall apply even if ONLEVEL delivers services without reservation in the knowledge of conflicting conditions of the entrepreneur or conditions that deviate from these General Terms and Conditions. These General Terms and Conditions shall apply only to entrepreneurs, legal persons under public law and special funds under public law as per § 14 BGB (German Civil Code). They are applicable in the respective current version also to all future transactions with the entrepreneur.

2.  Contract, reservation of changes, quotation documents, etc.

2.1    All information and specifications in catalogues, flyers or other documents are non-binding and do not represent quotations. They are intended to support the entrepreneur when submitting a binding quotation.

2.2    The entrepreneur may submit the quotation by phone, fax, e-mail, or in writing. If an order form is delivered with the catalogue, the entrepreneur may use this form to submit their quotation. For this purpose, they must fill in the form and return it to ONLEVEL by post, fax, or e-mail.

2.3    Contracts between ONLEVEL and their entrepreneurs shall be deemed concluded as soon as an order confirmation is sent by ONLEVEL in written or electronic form, by e-mail or fax. The order confirmation is decisive for the content of the contract. If ONLEVEL delivers services without prior order confirmation, the contract shall be deemed effective upon the beginning of the service or delivery of the ordered goods.

2.4    ONLEVEL may accept the entrepreneur´s quotation within seven days by sending the entrepreneur a written order confirmation or an order confirmation in text form (fax or e-mail) with the receipt of order confirmation by the entrepreneur being decisive, or by delivering the ordered goods to the entrepreneur with the receipt of the ordered goods being decisive, or with
ONLEVEL demanding payment from the entrepreneur after placing their order.

2.5      If the ordered goods are no longer available or have been replaced,
ONLEVEL reserves the right to deliver deviating products of unchanged or improved quality.

2.6        ONLEVEL retains all property rights, copyrights and other protected rights to submitted quotations, cost estimates as well as drawings, figures, calculations, flyers, catalogues, models and other documents made available. The above-mentioned documents must not be made available to third parties without explicit written consent. This applies, in particular, to confidential documents.

2.7        If the parties have agreed on special conditions, these generally do not apply to any concurrent or future contractual relationships with the entrepreneur.

2.8        In the event of the entrepreneur’s economic inability to fulfil their obligations to ONLEVEL, ONLEVEL shall be entitled to withdraw from all existing exchange contracts with the entrepreneur without further notice. The same applies in the event of an insolvency petition by the entrepreneur. § 321 BGB and § 112 InsO (German Insolvency Act) shall remain unaffected thereof. The entrepreneur shall inform ONLEVEL in good time of any impending inability to pay.

3.  Prices, terms of payment

3.1      If not indicated otherwise in the order confirmation, all prices are quoted “ex works” in Emmerich (Machester, Viby). All indicated prices are net prices plus statutory VAT. Shipping and freight charges, packaging costs and possible installation costs are not included. A handling fee of € 30.00 per shipment shall apply for orders with a (net) goods value below € 250.00.

3.2         Changes to prices indicated in the price list are reserved. The respective list prices at the time of the order are binding. Modified prices shall be
considered accepted if the entrepreneur does not object immediately after receiving the order confirmation.

3.3         For deliveries to countries outside the European Union, further costs may be incurred on a case-by-case basis which ONLEVEL is not responsible for, and which shall be borne by the entrepreneur. These include, for example, costs for money transfer by credit institutions (e. g. transfer fees, exchange rate fees) or import duties or taxes (e. g. customs duties). Such money transfer fees may also be incurred if delivery does not take place in a country outside the European Union, but the entrepreneur makes the payment from a country outside the European Union.

3.4         ONLEVEL shall be entitled to issue a partial invoice if they have the right to make a partial delivery in accordance with the following conditions under
4) – Delivery and shipping terms.

3.5      The entrepreneur can choose between different payment options, detailed in the ONLEVEL catalogue.

3.6      The purchase price is due and payable immediately, unless indicated otherwise in the order confirmation. If the entrepreneur is overdue in making the payment, ONLEVEL shall be entitled to demand default interest pursuant to § 288 BGB. ONLEVEL reserves the right to prove and assert a higher damage caused by default.

3.7       The entrepreneur shall only be entitled to withhold payments or to offset with counterclaims if their counterclaims have been legally established or are undisputed.

3.8       ONLEVEL reserves the right to supply their goods only on pre-payment or by cash on delivery. Unless otherwise agreed in the order confirmation, the first three deliveries shall be generally subject to pre-payment.

3.9       ONLEVEL invoices the first 3 orders to new customers as advance payment.

4.  Delivery, delivery time

4.1     Delivery is “FCA, Free Carrier” to Budberger Straße 5, Emmerich, Germany, on the basis of the latest Incoterms®.

4.2      Partial deliveries are possible if not all ordered goods are in stock, and the entrepreneur can be reasonably expected to accept such partial delivery; the entitlement to issue a partial invoice as per 3.4 is explicitly pointed out.

4.3      Unless otherwise agreed, the goods shall be delivered via the indicated shipping route to the delivery address indicated by the entrepreneur. Delivery dates and times are only binding if they are explicitly confirmed in writing as binding between ONLEVEL and the entrepreneur.

4.4      Agreed delivery periods are extended by a reasonable period of time – also within primary delay – in the event of force majeure, epidemics, pandemics, diseases, illnesses or quarantine measures, and all unforeseeable impediments that have occurred after the conclusion of contract and are beyond the control of ONLEVEL, regardless of whether the impediments are suffered by ONLEVEL or their suppliers. In this case, both parties shall be entitled to withdraw from the contract. In case of non-supply, ONLEVEL shall attempt to acquire the goods in a reasonable manner. If the goods are not or only partially available, ONLEVEL shall inform the entrepreneur accordingly and provide any applicable consideration for the non-deliverable goods.

4.5      Force majeure shall include all events that are unforeseeable for the parties or that lie outside the control of the parties – even if they were foreseeable – and whose effects on contract fulfilment cannot be impeded by reasonable efforts of the parties. Any further statutory claims shall remain unaffected thereof.

4.6        Decisive for the observance of the delivery date is the day when the
(partial) delivery is made available for collection or shipment or the day when the goods are handed over to the forwarding agent.

4.7        If delivery is not possible for reasons that can be attributed to the entrepreneur, they shall bear the costs for the unsuccessful delivery and shall be liable to pay a lump-sum compensation for delay. The lump-sum compensation for delay is based on the value of the overall delivery and the delay occurred, whereby each commenced week of delay shall be calculated with one percent of the value of the overall delivery, totalling a maximum of eight percent. The gross value shall be decisive. The parties are free to prove a higher or lower damage which replaces the lump-sum compensation for delay.

5.  Passing of risk, shipment

5.1    Any and all deliveries shall be carried out without prejudice to whether the shipment was organised for the entrepreneur by ONLEVEL at the entrepreneur´s risk and expense. This shall also apply if shipping costs are omitted. The passing of risk shall take place upon handover to the forwarding agent or, in the event of collection, upon handover to the person commissioned with the collection. This shall also apply if ONLEVEL bears the costs of transport. Transport insurance is only concluded upon special request at the entrepreneur’s expense. If the shipment of goods is delayed due to reasons which the entrepreneur is responsible for, the passing of risk already takes place upon notification of the entrepreneur of readiness for shipment. Any incurred storage costs after passing of risk shall be borne by the entrepreneur.

5.2       If the entrepreneur defaults in accepting the performance or if they violate further obligations to cooperate, the risk of accidental loss or accidental deterioration of the purchased item shall be transferred to the entrepreneur from the point in time where the delay of acceptance commences.

5.3         ONLEVEL reserves the right to choose the shipping method and the means of packaging and transport. No claim of the entrepreneur against ONLEVEL shall be derived from this choice.

6.  Packaging

All packaging shall be recycled or disposed of in an environmentally friendly way in accordance with the German Packaging Ordinance. If the entrepreneur themselves carries out the disposal, ONLEVEL shall not be held liable for the resulting costs. If the entrepreneur sends back the packaging material to ONLEVEL for disposal, the despatch shall be done at the entrepreneur´s expenses; any packaging material reaching ONLEVEL with the
postage unpaid, shall be refused.

7. Return of goods

7.1     Goods ordered incorrectly or in excess can be returned by the entrepreneur as long as the goods have not been used, are in their original packing and in good and resalable condition. The return of goods will be charged with 20% of the net invoice amount, however, minimum € 100.

7.2      Return consignments are mandatorily required to have a return reference number affixed to them and cannot be accepted without this number.

7.3      Return consignments shall only be taken back if their acceptance has been previously agreed in writing with ONLEVEL.

7.4       Return consignments shall only be accepted if the reasons for their return are indicated upon returning the consignment including a return reference number.

8.  Warranty

8.1      In the event of a defect attributable to ONLEVEL, the statutory provisions shall apply. By way of derogation, the following applies. 

8.2      Rights and claims on the grounds of defects shall be excluded for used goods. New goods shall be excluded from warranty if defects and damage do not result from natural wear and tear, and especially if the defects have occurred after passing of risk due to improper and careless handling, excessive use, unsuitable operating equipment or due to extraordinary external influences which are not assumed under the contract. If improper modifications or repairs are made by the entrepreneur or third parties, no claims for defects shall exist for such and the results thereof, unless the entrepreneur can prove that the reported defect does not result from such modifications or repairs. Recourse claims shall be excluded pursuant to § 445a BGB.

8.3      ONLEVEL reserves the right to choose between remedy of defects and replacement delivery. In the event of remedy of defects, ONLEVEL shall bear any and all resulting costs and expenses, especially transportation, travelling, work and material expenses, to the extent that these expenses are not increased because the goods have been transported to a place other than the place of fulfilment.

8.4      If supplementary performance is done by replacement delivery, the entrepreneur shall be obliged to return the initially delivered goods to ONLEVEL within 30 days. The return consignment must include the reason for return, the customer´s name and the purchase number assigned to the defective goods which enables ONLEVEL to assign the returned goods. As long and insofar as the assignment of the return consignment is not possible due to reasons attributable to the entrepreneur, ONLEVEL shall not be obliged to accept the returned goods and to refund the purchase price. The costs of renewed shipment shall be borne by the entrepreneur.

8.5        Should ONLEVEL not be willing or not be able to remedy the defect or make a replacement delivery, the entrepreneur shall be entitled, at their own choice, to withdraw from the contract or demand an appropriate reduction of the purchase price. This is also applicable in the event of delays beyond reasonable periods on grounds for which ONLEVEL can be held responsible.

8.6         Claims concerning material defects shall become statute-barred one year after the risk has passed. A supplementary performance (new delivery or repair) shall affect exclusively the period of limitation of the defect giving rise to the supplementary performance. 

8.7         The entrepreneur’s warranty rights are subject to the entrepreneur’s due compliance with inspection and notification stipulations in accordance with § 377 HGB (German Commercial Code). If the entrepreneur refrains from the obligation to notify stipulated therein, the goods shall be deemed to have been approved, unless the defect was not identifiable during the inspection.

8.8      Any and all indications and descriptions in illustrations, flyers, catalogues and advertisements are mere product descriptions and cannot be regarded as quality description of the goods. Such indications are only binding if they have been expressly agreed to define the quality of the goods.

8.9        All technical data, especially information on dimensions, have been
thoroughly compiled. They comply with the current state of the art at the time of publication. Changes might result from necessary technical amendments. Liability for damage caused by wrong dimensions is expressly denied. Production-related deviations in dimensions, contents, weights, thicknesses, and
colours are permissible within the scope of normal industry tolerances. All published and distributed technical data, explanations and instructions concerning conditions of use and installation, are to be observed by the entrepreneur.

9.  Advice

If application-oriented advice by ONLEVEL staff is required, this advice always complies with the current state of development. The advice will be given by qualified ONLEVEL staff or authorised partners observing the principles of proper execution of work. The selection of the appointed employees and service partners shall be reserved to ONLEVEL. A guarantee of successful performance is not given – unless agreed otherwise in writing – as the successful performance depends on different factors which are usually not verifiable through application-oriented advice. The advice does not exempt the entrepreneur from testing the suitability of the product for the intended purposes and processes.

10.  Liability

10.1        ONLEVEL shall be liable towards the entrepreneur for all contractual,
quasi-contractual, and tortious claims for damage and reimbursement of expenses as follows:

–   ONLEVEL shall be liable on any legal ground and without limitation for: damage caused by intent or gross negligence; in derogation thereof, also for the deliberate or slightly negligent violation of life, body, or health and/or violation of a material contractual obligation (a so-called cardinal obligation) whose fulfilment is a prerequisite for the proper implementation of the contract and on the fulfilment of which the entrepreneur regularly relies and may rely; without limitation based on a warranty promise, unless otherwise agreed, and in accordance with the Product Liability Act;

–   These liability provisions shall also apply for the liability of ONLEVEL towards their legal representatives and/or agents.

10.2        Insofar as ONLEVEL is liable for slight negligence, this liability shall be limited to typical contractual and foreseeable damage for property damage and financial losses. The liability for remote consequential damage shall be excluded.

11. Retention of title

11.1    ONLEVEL shall retain title of the delivered goods until complete fulfilment of all obligations resulting from the relationship with the entrepreneur.

11.2      The entrepreneur is entitled to sell goods subject to retention of title within the course of ordinary business; however, the entrepreneur hereby assigns to ONLEVEL in advance any claims to the amount of the invoice total (including value added tax) which the entrepreneur may have against their clients or third parties, irrespective of whether the goods subject to retention of title were resold without or after processing. The entrepreneur shall remain entitled to collect this claim even after assignment. The authorisation of ONLEVEL to collect the debts themselves, shall remain unaffected.
However, ONLEVEL undertakes not to collect the claims as long as the entrepreneur meets their payment obligations, is not in default of payment, no insolvency proceedings are instituted over their assets, or payments are suspended. In this case, the entrepreneur shall be obliged to disclose to ONLEVEL the receivables assigned and their debtors, give all information required for collection, surrender associated documentation, and notify the debtors (third parties) about the assignment.

11.3      The entrepreneur is entitled to process the reserved goods. This authorisation ends with the definite suspension of payments by the entrepreneur, or if insolvency proceedings are instituted over their assets. Any processing or transformation of the goods is always done for ONLEVEL. If the reserved goods are processed with other objects, ONLEVEL shall be entitled to co-ownership of the new object in a ratio equal to the value of the purchased item to the other goods that were processed at the time of processing. For the object arising from such processing the same applies as for the goods delivered subject to retention of title. If the goods supplied under retention of title are inseparably combined or mixed with other goods not belonging to ONLEVEL, then ONLEVEL shall acquire co-ownership of the new item created in the ratio of the value of the purchased item to the value of the other goods combined or mixed at the time of mixing. If mixing is performed in such a manner that the item of the entrepreneur is to be regarded as the principal item, then it is deemed agreed that the entrepreneur transfers to ONLEVEL a proportional co-ownership. The entrepreneur shall hold the sole or joint ownership for ONLEVEL.

11.4       If the entrepreneur defaults in payment or fails to fulfil their obligations under the retention of title, ONLEVEL may set a reasonable extension of time for performance or subsequent performance. In the event of this period expiring without result, ONLEVEL shall be entitled to withdraw from the contract and to take back the delivered goods. For this purpose, the entrepreneur shall send an accurate statement of all goods that have been delivered to them subject to retention of title, separate the goods and hand them over to ONLEVEL. After a warning with a reasonable time limit, the goods may be sold for the best possible price on the open market, setting off the price charged to the entrepreneur.

11.5      The entrepreneur shall be obliged to treat the purchased item with care; they are especially obliged to insure it sufficiently at their own expense against fire, water, and theft damage to the replacement value. Should maintenance and inspection work be necessary, the entrepreneur must perform such work in good time and at their own expense. Seizure or other third-party interventions are to be notified immediately in writing.

11.6      Upon request of the entrepreneur, ONLEVEL shall release the delivered goods subject to retention of title and items or claims that have replaced them, insofar as the realisable value of the securities exceeds the obligations to be secured by more than 20%; ONLEVEL shall be responsible for the selection of securities to be released.

12.  Place of jurisdiction, place of performance, applicable law

12.1      Place of jurisdiction, at ONLEVEL´s choice, shall be the court competent for their headquarters or for the entrepreneur, insofar as the entrepreneur is a trader, a legal entity under public law or special funds under public law.

12.2       The place of performance for delivery shall be the place where the goods are stored for the purpose of being despatched or handed over to the entrepreneur. The place of performance for paying the purchase price and for fulfilling all other contractual obligations of the entrepreneur shall be
Emmerich (Manchester).

12.3          Any and all legal relationships and disputes between the contracting parties shall be exclusively handled by German law under exclusion of UN sales law.

Last update: 04/08/2023

Information on data privacy

13.  Information on the collection of personal and contact data of the responsible person

13.1     In the following, we will inform you about how your personal data is handled. Personal data refers to all data which makes you personally identifiable.

13.2     The data controller responsible for data processing in line with the
General Data Protection Regulation (GDPR) is ONLEVEL GmbH, Budberger Straße 5, 46446 Emmerich, Germany, Phone: +49 (0)2822 97514 0, e-mail: The data controller responsible for the processing of personal data shall be the natural or legal person who alone or jointly with
others determines the purposes and means of the processing of personal data.

13.3      When you contact us (e. g. by phone, contact form or e-mail), we collect the personal data contained in the contact form. This data will be processed and used exclusively for the purpose of answering your query or getting in touch with you, and for the required technical administration in this context. The legal basis for the processing of data is our legitimate interest in
answering your query pursuant to Art. 6 para. 1 lit. f GDPR. If you contact us for the purpose of concluding a contract with us, the additional legal basis for the processing of your personal data is Art. 6 para. 1 lit. b GDPR. Your data will be deleted once we have processed your request; this is the case if it is clear from the circumstances that the issue in question has been conclusively clarified and no longer statutory retention periods are required by law.

14.  Data processing for order handling

14.1      The personal data collected by us will be passed on to the transport company commissioned with delivery for the purposes of contract fulfilment, insofar as this is required for the delivery of the goods.

14.2      If, based on a corresponding contract, we owe you updates for goods with digital elements or for digital products, we will process the contact data provided by you when ordering (name, address, e-mail address) in order to inform you in person via a suitable communication channel (i. e. by post or e-mail) about upcoming updates within the statutory period, in this way fulfilling our legal obligation to inform pursuant to Art. 6 para. 1 lit. c GDPR. In this context, your contact data will only be used strictly earmarked for notifications about updates owed by us and will only be processed for this purpose insofar as this is necessary for the information in question.

14.3      We will forward your payment data to the credit institution commissioned with the handling of payments, insofar as this is necessary for payment
processing. If payment providers are used, this will be explicitly pointed out in the following. In this case, the legal basis for the disclosure of data is Art. 6 para. 1 lit. b GDPR.

15.  Data subject rights

15.1      The applicable data protection law provides you with comprehensive data subject rights (right to information and intervention) with respect to the processing of your personal data by the data controller, which will be
specified in the following:

–    Right to information according to art. 15 GDPR: In particular, you are entitled to a right to information about your personal data processed by us, about the processing purposes, the categories of personal data processed, the recipients or categories of recipients whom your data will be or have been disclosed to, the planned retention period or criteria for determining the retention period, the existence of a right to correction, erasure, limitation of processing, to object to processing, to file a complaint with a supervisory authority, to know the origin of your data if it has not been collected from you by us, the existence of automated
decision-making procedures, including profiling and, if applicable, conclusive information about the logics involved and the scope and effects of such processing for you, as well as your right to notification about the guarantees provided pursuant to Art. 46 GDPR upon transfer of your
data to third countries;

–    Right to rectification pursuant to Art. 16 GDPR: You have the right to immediate rectification of inaccurate data concerning you and/or the right to completion of incomplete data saved by us.

–    Right to erasure pursuant to Art. 17 GDPR: You are entitled to demand the erasure of your personal data if all requirements of Art. 17 para. 1 GDPR are met. However, this right shall not apply, in particular, if the processing is required for exercising the right to freedom of expression and information, for meeting a legal obligation, on grounds of public interest or for asserting, exercising or defending legal claims;

–    Right to limitation of processing pursuant to Art. 18 GDPR: You have the right to demand the limitation of processing of your personal data as long as the correctness of your personal data, which you deny, is being verified, if you reject the erasure of your data due to unauthorised data
processing and demand the limitation of processing of your data instead, if you need your data for asserting, exercising or defending legal claims, if we do not need this data any longer after the processing purpose has been served, or if you have filed an objection on grounds relating to your particular situation as long as it has not been determined whether our
legitimate reasons prevail;

–    Right to notification pursuant to Art. 19 GDPR: If you have asserted your right of rectification, erasure or limitation of processing towards the data controller, the data controller shall be obliged to notify all recipients whom the personal data concerning you have been disclosed to of this rectification or erasure or limitation of processing of the data concerned, unless this proves impossible or involves a disproportionate effort. You have the right to be informed about the corresponding recipients;

–    Right to data portability pursuant to Art. 20 GDPR: You have the right to receive the personal data you provided to us in a structured, standard, and machine-readable format, or to demand their transfer to another
responsible person, where technically feasible;

–    Right to revocation of consent already granted pursuant to Art. 7 para. 3 GDPR: You have the right to revoke a consent to data processing once granted at any time with effect for the future. In the event of such revocation, we will delete the data involved immediately, unless further processing can be based on a legal basis for processing without consent. The lawfulness of the data processing having taken place based on the consent granted before the revocation shall remain unaffected thereof;

–    Right to file a complaint pursuant to Art. 77 GDPR: If you consider that the processing of the personal data concerning you constitutes a violation of the GDPR, you are entitled – notwithstanding any other administrative or legal appeal – to lodge a complaint with a supervisory authority, especially in your Member State of residence, workplace, or the location of the alleged violation.






16.  Duration of storage for personal data

16.1      The storage duration of personal data depends on the applicable legal basis, the processing purpose and in addition – where relevant – the
applicable statutory retention period (e. g. retention periods under commercial and tax law).

16.2      When processing personal data on the basis of express consent in
accordance with Art. 6 para. 1 lit. a GDPR, this data is stored until you
revoke your consent.

16.3      If there are statutory retention periods for data that is processed in the context of legal or similar obligations on the basis of Art. 6 para. 1 lit. b GDPR, this data will be routinely erased upon expiry of the retention periods, where no longer needed for contract fulfilment or contract initiation and/or where we have no legitimate interest in further storage.

16.4      When processing personal data on the basis of Art. 6 para. 1 lit. f GDPR, this data is stored until you exercise your right to object pursuant to Art. 21 para. 1 GDPR, unless we are able to prove legitimate and compelling grounds for processing which outweigh your interests, rights and freedoms, or the processing serves to assert, exercise or defend legal claims.

16.5      When processing personal data for direct advertising purposes pursuant to Art. 6 para. 1 lit. f GDPR, this data will be stored until you exercise your right to object in line with Art. 21 para. 2 GDPR.

16.6      Unless not otherwise provided in this statement, stored personal data will also be deleted if the purposes which they were collected or otherwise
processed for no longer exist.