General terms & conditiones
Podia GmbH
Part A: General provisions
§ 1 Contractual item
(1) These General Terms and Conditions ("GTC") apply to the contractual relationship between Podia GmbH, Wieckstr. 22, 22525 Hamburg ("Podia") and the customer. These GTC apply exclusively to entrepreneurs in the sense of § 15 BGB (German Civil Code), i.e. those for whom the transaction takes place in the exercise of their commercial or independent professional activity. Legal entities, institutions, foundations or public corporations are also considered entrepreneurs in the sense of those GTC. Podia does not offer its services to consumers.
(2) Podia specializes in the provision of office equipment, electronic articles and other iteams ("Goods"). The Goods are provided to the customer for use against payment ("Rental Business") or sold ("Purchase Business"). These GTC apply to both types of business.
(3) In order to fulfill its contractual obligations Podia is entitled to use third parties.
§ 2 Deviating agreements
(1) The contract is concluded on the basis of these GTC, unless special individual agreements are made. Deviating or supplementary conditions of the customer do not already become part of the contract if Podia does not object to them separately.
(2) As far as no regulation is made in these terms and conditions, the general terms and conditions of the customer do not apply, but the legal regulations.
(3) Individual agreements take precedence over these GTC. However, the GTC apply in addition.
§ 3 Liability
(1) Podia's liability for damages is excluded. This does not apply
a. for damages caused by Podia intentionally or by gross negligence,
b. for liability due to quality guarantees according to the product liability law as well as for personal injuies, i.e. injuries of life, body, health or freedom,
c. for fraudulently concealed defects,
d. for slightly negligent violation of essential contractual obligations (cardinal obligations).
(2) The above exclusion of liability applies accordingly to the personal liability of Podia's legal representatives as well as to persons Podia uses to fulfill its obligations.
(3) A change of the legal burden of proof regulations is not connected with the above regulations.
(4) All claims of the customer resulting from the present contractual relationship, especially claims for damages or reimbursement of expenses, become time-barred 12 months after the claim arose. In case of damage to life, body, health or freedom of a person, in case of intentional action or if Podia has fraudulently concealed defects, as well as in case of claims based on the Product Liability Act, the statutory limitation periods apply.
(5) Podia is only liable for its own content on the website of its online store. As far as the access to other websites is enabled by links, Podia is not responsible for the foreign contents contained there. Podia does not adopt the external content as its own.
(6) In principle, only the product description of Podia is considered to be agreed upon as the quality of the goods. Public statements, promotion or advertising of the manufacturer do not represent a contractual quality of the goods.
(7) Podia does not give any guarantees in the legal sense to the customer, unless expressly agreed otherwise. Manufacturer's warranties remain unaffected.
(8) The customer is obligated to keep the rented goods free from third party rights for the duration of the rental and the purchased goods until the purchase price has been paid in full.
§ 4 Contract amendments
(1) Podia is entitled to change or adapt these GTC during the term of the contract with effect for the future. Podia will send the amended GTC to the customer in text form before the planned entry into force and will specifically point out the new regulations as well as the date of entry into force. At the same time Podia will grant the customer a reasonable period of at least six weeks to declare whether he/she accepts the amended terms and conditions for the further use of the services. If no declaration is made within this period, which starts to run from the receipt of the message in text form, the amended terms and conditions are deemed to be agreed.
(2) Podia will inform the customer separately about this legal consequence, i.e. the right of objection, the objection period and the meaning of silence at the beginning of the period. This amendment mechanism does not apply to amendments of the parties' main contractual obligations.
(3) In case of a timely objection of the customer against the changed terms and conditions, Podia is entitled to terminate the existing contract with the customer at the time when the change becomes effective, while protecting the legitimate interests of the customer. The customer cannot assert any claims against Podia as a result of this.
§ 5 Delivery and assembly
(1) The goods will be delivered by Podia on the agreed delivery date to the agreed location and - if agreed - assembled there. The customer is obliged to accept the delivery on the agreed delivery date and to enable the assembly. If the customer does not fulfill this obligation, Podia is entitled to store the goods at the customer's expense and to charge the customer for the costs of a failed delivery or assembly. This does not apply if the customer is not responsible for the breach of duty. In case of repetition Podia is also entitled to terminate or withdraw from the contract for good cause.
(2) It is the Customer's responsibility to provide the necessary conditions for the installation and operation of the goods at his location, in particular the electrical installation necessary for the operation of electronic devices, at his own expense.
§ 6 Pickup and disassembly
(1) The customer ensures that Podia can dismantle and collect the goods on the agreed collection date within the usual business hours.
(2) The customer undertakes to support Podia in the fulfillment of the contractual obligations to the necessary extent free of charge and to create all necessary conditions in his sphere of operation for the proper execution of the order.
(3) Podia is not liable for data on electronic devices which are returned to Podia by the customer or which are returned to Podia within the scope of the warranty for the removal of defects. The customer has to assume without exception that the data on electronic devices will be deleted completely by Podia, regardless of the type and content of the data. Therefore, it is the customer's obligation to backup data in time.
§ 7 Assignment and default of payment
(1) Podia is entitled to assign claims against the customer to third parties. Any consent required by the customer is hereby granted. The customer may only assign claims against Podia to third parties with Podia's consent. The provision of § 354a HGB remains unaffected.
(2) During the delay of payment the customer has to pay interest on the monetary debt at the rate of 9 percentage points above the base interest rate.
(3) The Customer shall also owe a lump-sum payment of 40.00 euros in the event of default on a payment claim. This also applies if the customer is in default with an installment payment, any other installment payment or with the payment of the rent. However, Podia reserves the right to claim a higher damage caused by delay. The default lump sum will be credited against a claim for damages owed, as far as the damage is justified in costs of legal prosecution.
§ 8 Applicable law, place of jurisdiction, severability clause
(1) The law of the Federal Republic of Germany shall apply exclusively to the exclusion of German international private law, in particular its conflict of laws rules, and the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Hamburg.
(3) Should individual provisions of these GTC be invalid, this does not affect the validity of the GTC in other respects.
(4) Podia is entitled to transfer the rights and obligations arising from the contract with the customer in whole or in part to another company.
Part B: Rental business
§ 1 Subject matter of the contract
(1) Unless otherwise agreed, rental shall take place exclusively within Germany.
(2) The rental goods shall be provided to the Customer for use for the duration of the contract term.
§ 2 Contract term and termination
(1) The contract is valid for an indefinite period of time, but has a minimum contract period. This results from the individual agreement between Podia and the customer. If no minimum contract period is agreed individually, a minimum contract period of 12 months applies. The contract and the minimum contract period start with the transfer of risk of the goods to the customer.
(2) After expiry of the minimum contract period, the contract shall be extended by 1 month in each case if it is not terminated by one of the parties within a period of 1 month before expiry of the contract period.
(3) The termination must be in writing to be effective. The date of receipt of the notice of termination by the recipient shall be the relevant date for compliance with the deadline.
(4) Ordinary termination shall be excluded during the minimum contract term. The right to extraordinary termination without notice for good cause pursuant to § 543 BGB shall remain unaffected. Important reasons are in particular the default of payment of the customer for more than two months or the opening of insolvency proceedings or the rejection of the opening of insolvency proceedings due to lack of assets against the customer.
(5) By individual agreement between Podia and the customer a change of single or all rented goods is possible during the contract period, e.g. the exchange by a successor model in case of an electronic article. If the customer decides to do so, he will receive a new contract offer from Podia. In case of a downgrade (change of the rented goods to a model with lower price or reduction of the number of rented goods) Podia reserves the right to demand a compensation payment from the customer. In case of an upgrade (change of the rental goods to a model with a higher price or increase of the number of rental goods) Podia waives such compensation payment. With the acceptance of such a contract offer by the customer, a new contract with a new minimum contract period is created between the parties. For all goods exchanged in this way, the contract term of the previous goods ends on the day of the transfer of risk of the respective exchanged goods to the customer.
(6) The obligation to return the goods shall become due immediately upon termination of the contract. This does not apply to goods that the customer has purchased from Podia and paid for in full.
(7) If the customer is in default with the return of the rented goods, Podia is entitled to invoice the additional service period according to the previous conditions. This does not apply as far as Podia is responsible for the delayed return. Possible claims for damages of Podia due to the delay remain unaffected.
(8) If there are several rental contracts between Podia and the customer and Podia is entitled to extraordinary termination of one rental contract without notice for an important reason, Podia is also entitled to extraordinary termination of the other rental contracts without notice if the maintenance of the other rental contracts is not reasonable due to grossly disloyal behavior of the customer. This is especially the case if the customer
intentionally damages a rented good,
culpably conceals or attempts to conceal damage to the rented goods from Podia,
intentionally causes damage to Podia, or
uses a rental good in or for the commission of intentional criminal acts.
§ 3 House rent
(1) The rent to be paid by the customer results from the individual agreement between Podia and the customer. As far as there is no individual agreement, the prices of the price and service list apply, which thereby becomes part of these GTC and has been presented to the customer before conclusion of the contract in the respective valid version.
(2) The rent shall be paid in advance. It is due on the first day of each month for that month. In the event of pro rata rental payments (for example in the first month of the contract term in the event of transfer of risk during the month), payment of the rent shall, by way of exception, be made in arrears with the first regular rental payment thereafter.
(3) In case of default of payment Podia is entitled to claim the damage caused by default, especially default interest, from the customer.
(4) The customer is not authorized to withhold payments. He can only set off claims which have been legally established or expressly acknowledged by Podia. The customer can only assign claims from this contract to third parties with Podia's prior written consent.
§ 4 Delivery and assembly of rental goods
(1) If the customer wants to change the location after delivery, Podia is entitled to charge for renewed delivery and assembly according to expenditure.
(2) Basically, the Customer has to use the rented goods at the agreed location. If the customer intends to use the goods at another location, the written permission of Podia has to be obtained beforehand. Podia will not refuse the permission if there are no reasonable reasons against it. A reasonable reason is especially given if the customer has changed the originally agreed location several times within a short period of time.
§ 5 Defects of the rental goods
(1) The rental goods are handed over to the customer in mint or new condition. The other contractually agreed condition is based on the description of the rental goods, including photos, in Podia's price and service list. The rented goods are free of defects if they correspond to the contractually agreed condition at the time of handing over.
(2) Podia's strict liability for initial defects is excluded. In this respect Podia is only liable in case of gross negligence or intent.
(3) Defects have to be notified by the customer to Podia in writing immediately after the defect has become known. The customer is liable to Podia for damages caused by delayed notice of defects. If the customer is a merchant, the obligation to examine and to give notice of defects regulated in § 377 HGB (German Commercial Code) for sales contracts applies accordingly as well for rented goods.
(4) If there is a defect, Podia will remedy the defect within a reasonable period of time by repairing the rented goods or by delivering a new item at its own choice. If the defect is only insignificant and does not restrict the contractual use of the rented goods, the customer has no right to claim for repair of the rented goods or delivery of new goods. The customer's right to a price reduction remains unaffected.
(5) If it turns out that a defect does not exist despite notification by the customer, Podia is entitled to charge the customer for the expenses related to the attempted removal.
(6) The customer's claims due to defects expire 12 months after delivery, unless Podia has fraudulently concealed the defect. Then the statutory limitation periods apply.
§ 6 Liability for rented goods
(1) The customer is liable for all damages to the rental goods, including loss, missing or destruction. This does not apply if the damage was culpably caused by Podia or its vicarious agents.
(2) The customer is not responsible for the wear and tear of the rental goods due to the contractual use.
(3) During the rental period the customer is not allowed to give the use of the rental goods to a third party, especially not to sell, give away, rent or lend them, without the prior written consent of Podia. Exempt from this is the free use of the rental goods by persons belonging to the sphere of the customer, especially employees, or customers of the customer.
(4) The Customer may not modify the goods. No modification of the goods shall be deemed to be a removal of defects in accordance with the provisions of § 536a para. 2 of the German Civil Code (BGB) or wear and tear of the goods due to contractual use within the meaning of § 538 of the German Civil Code (BGB). The customer is not entitled to reimbursement of expenses for changes made by him according to § 539 Abs. 1 BGB. Podia is entitled to restore the original condition after the end of the contract at the expense of the customer. The customer is exempt from his obligation to pay costs if the original condition can only be restored with disproportionate effort.
(5) If the customer returns electronic rental goods with password protection, linkage to a personal account or with another lock which excludes or impairs the use of the goods by others, Podia will send the goods back to the customer for unlocking at the customer's expense. In this case, the customer is obliged to return the unblocked goods to Podia at his own expense within one month from receipt. If the customer does not return the unblocked goods to Podia within the one month period, and if he is responsible for this, Podia is free to demand the residual value of the goods from the customer, which is calculated on the basis of the current market value of the rented goods.
§ 7 Purchase option
(1) The customer can agree with Podia that all or individual rental goods become the property of the customer at the end of the contract. For this purpose he pays Podia a purchase price to be agreed upon as a redemption amount.
(2) For this purchase option the following provisions regarding the purchase transaction apply as far as they are applicable to it. In all other respects the statutory provisions apply.
(3) The time of the transfer of risk under purchase law for goods which the customer has initially rented and which he subsequently acquires by purchase is the time of the transfer of risk under rental law for these rented goods from Podia to the customer. If the customer has initially rented new goods, which he then wishes to purchase, the provisions regarding the purchase transaction for new goods apply to the purchase. Conversely, the provisions regarding the purchase transaction of used goods apply to the acquisition if the goods were already used at the time of the transfer of risk within the scope of the rental transaction.
Teil C: Purchase business
§ 1 Retention of title
(1) Podia reserves the ownership of the purchased goods until the complete settlement of all claims resulting from a current business relationship.
(2) In case of breach of contract by the customer, especially in case of default of payment, in case of false information of the customer about his creditworthiness or if an application for the opening of insolvency proceedings is filed, Podia is entitled - if necessary after setting a deadline - to withdraw from the contract and to demand the return of the goods, provided that the customer has not yet or not completely paid the consideration.
§ 2 Purchase price
(1) The customer shall pay the total purchase price within 14 days of receipt of the order confirmation or invoice.
(2) After expiration of the payment deadline, the customer is in default.
§ 3 Transfer of risk
(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the entrepreneur upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.
(2) The handover shall be the same if the customer is in default of acceptance.
§ 4 Defects of the purchased goods
(1) The warranty right for defects in used goods is excluded. In case of defects on new goods the customer has a legal warranty right.
(2) In case of defects of the purchased goods, Podia shall first perform rectification or replacement delivery at its discretion. The customer is entitled to the further secondary rights of warranty under the legal conditions.
(3) Customers must notify Podia of obvious defects of the delivered goods within a period of 2 weeks from receipt of the goods; otherwise the assertion of the warranty claim is excluded. The timely dispatch or notification is sufficient to meet the deadline. For merchants § 377 HGB (German Commercial Code) shall apply.
(4) The period of limitation shall be 1 year from the passing of risk. This applies without prejudice to Part A. § 3 of these GTC.
