General terms and conditions

General Terms and Conditions of elostore GmbH & Co. KG for the Conclusion of Sales Contracts via the Platform https://elo.store/

Section 1 Scope of the GTCs, Order of Precedence

These General Terms and Conditions (in the following "GTCs") apply exclusively to all contracts for the sale and delivery of goods (in the following "Contractual Products") which the business customer (in the following "Customer") concludes via the online shop https://elo.store/ (in the following "Online Shop") operated by elostore GmbH & Co. KG (in the following "Supplier").
Individual agreements (including the Supplier's Order Confirmation) will take precedence, followed by these GTCs, followed by statutory provisions. Any terms and conditions of purchase issued by the Customer that differ from, conflict with or supplement these will not form part of the contract, even if the Supplier is aware of them, unless the Supplier expressly agrees to their validity in writing.
The provisions of these GTCs apply exclusively to traders (Unternehmer) within the meaning of section 14 German Civil Code (BGB), legal entities under public law and special funds under public law.

Section 2 Availability of the Online Shop, Product Range, Conclusion of Contracts, Minimum Order Value, Language

The Online Shop is available exclusively to the Supplier's business customers, i.e. companies, resellers and organizations. Private consumers cannot register or place orders.
The presentation of the Contractual Products in the Supplier's Online Shop is non-binding and does not constitute an offer in the legal sense.
The Customer can select Contractual Products from the Supplier's range – in particular from the operator controls, machine safety, sensors and level measurement segments – and add them to their digital shopping cart by clicking on the "Add to shopping cart" button. After entering their login details (if they already have a customer account) or their customer details (as a new customer), and after clicking to confirm that they have taken note of the data protection information, have read the GTCs and agree to both, the Customer can submit a binding offer by clicking on "Submit order".
The Supplier may accept the offer by means of an express declaration of acceptance (Order Confirmation), a dispatch confirmation or the delivery of the Contractual Products. The Supplier's automated confirmation of receipt merely confirms that the order has been received and does not constitute binding acceptance of the Customer's order.
Failure to respond to an offer from the Customer does not constitute acceptance.
The Supplier reserves the right to accept orders only once the minimum order value stated in the Online Shop has been reached or upon receipt of payment in advance. The Supplier may refuse orders on objective grounds (e.g. credit risk, export restrictions, Own-Supply Reservation).
If the Contractual Product selected by the Customer is out of stock at the Supplier when the Customer places their order, the Supplier will inform the Customer of this in the Order Confirmation without undue delay. If the Contractual Product is permanently unavailable, the Supplier will refrain from issuing a declaration of acceptance. In this event no contract is created.
Data and information with respect to the suitability and area of application of the Contractual Products are non-binding and do not release the Customer from their obligation to perform their own inspections and tests with regard to suitability for their intended purposes. The Supplier reserves the right to make changes to the Contractual Products that are minor or common practice and is also entitled to modify the Contractual Products if this arises from a technical enhancement of the production processes and/or the Contractual Products and the Customer can be reasonably expected to accept such.
This Agreement is made available in German, English, and French. In the event of any conflict, discrepancy, ambiguity, or question of interpretation between the language versions, the German language version shall prevail.

Section 3 Delivery, Delivery Times, Partial Deliveries, Own-Supply Reservation, Transfer of Risk

Delivery deadlines will be agreed individually or stipulated by the Supplier when the order is accepted.
Deadlines and dates for goods and services that are offered by the Supplier in the Online Shop or in the Order Confirmation will always only be approximate unless a fixed deadline or date has been expressly promised or agreed.
The agreed delivery times are calculated from the date of the Order Confirmation, provided that the purchase price has been paid in advance using the agreed payment method.
The observance of delivery dates and performance deadlines is subject to the reservation that the Supplier is supplied correctly and in due time by its suppliers (Own-Supply Reservation).
Where the Supplier is unable to meet binding delivery deadlines for reasons beyond its control (in particular in the event of non-delivery or late delivery by its suppliers, cases of force majeure, operational disruptions of any kind through no fault of the Supplier, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials through no fault of the Supplier, difficulties in obtaining the necessary official authorizations through no fault of the Supplier or official measures), the Supplier will notify the Customer of this without undue delay and, at the same time, notify the Customer of the expected new delivery deadline.
For the duration of the aforementioned impediments, the Supplier will be exempt from its obligation to deliver. If impediments are temporary, the deadlines and dates for delivery or performance will be extended or postponed by the duration of the impediment plus a reasonable start-up period.
The Supplier is not liable for any failure to deliver or for any delays in delivery resulting from the aforementioned impediment.
Force majeure refers particularly to external events that are unrelated to business operations, are unforeseeable and cannot be averted even with the exercise of reasonable care (in particular natural disasters, war, acts of terrorism, embargoes, sanctions, epidemics and pandemics).
If the impediment to performance or the event of force majeure lasts for more than eight weeks, either party is entitled to rescind the contract in question.
Default on delivery will be determined as provided for in statute. In any event, the Customer must send a reminder.
Deliveries are made exclusively to Customers whose billing and delivery addresses are in the countries listed on the following webpage: https://elo.store/en/About-elostore/Shipping-information/.
The Supplier will determine the method of dispatch, carrier, delivery route and packaging at its reasonable discretion.
Unless otherwise agreed in individual cases, deliveries within the European Union will be made in accordance with FCA (Incoterms 2020) from the Supplier's dispatch warehouse. Unless otherwise agreed in individual cases, deliveries to third countries will be made in accordance with DAP (Incoterms 2020) to the agreed place of destination.
The transfer of risk is governed by the Incoterm agreed in that case. Unless an Incoterm has been agreed in a specific case, the risk of accidental loss and accidental deterioration passes to the Customer upon handover to the carrier/forwarding agent. If dispatch is delayed for reasons within the Customer's control, the risk will pass as soon as the Contractual Product is ready for dispatch and the Supplier has notified the Customer accordingly.
The Supplier is entitled to make partial deliveries provided that partial delivery is not unreasonable for the Customer.
If the Customer is in default in acceptance, if they fail to cooperate or if the Supplier's delivery is delayed for other reasons for which the Customer is responsible, the Supplier may claim compensation for any ensuing loss including additional expenditure which the Supplier incurs (in particular, storage costs). In such cases, the Supplier will charge a flat-rate for compensation amounting to 0.5 % of the net invoice amount for the delivery in question for each calendar week commenced, subject to a minimum of EUR 20.00 per completed calendar week, commencing from the agreed delivery deadline or, in the absence of an agreed delivery deadline, from the date on which notification is given that the Contractual Product is ready for dispatch. The Supplier's right to prove that the actual loss suffered was higher and make statutory claims (in particular reimbursement of additional expenses, reasonable compensation, rescission) remains unaffected. However, the flat rate must be offset against any further compensation claims. The Customer reserves the right to prove that the loss was less than this or that the Supplier did not suffer any loss at all.

Section 4 Prices, Price Changes, Taxes, Delivery Charges

All prices are net prices in EUR excluding value added tax, postage, packaging, customs duties, fees and charges unless expressly stated otherwise.
Any applicable delivery charges will be shown during the ordering process.

Section 5 Payment, Due Date, Security, Set-off, Retention

The Supplier specifies the accepted payment methods (e.g. payment in advance, credit card, PayPal, invoice) in the Online Shop and reserves the right to change or restrict individual payment methods at any time at its own discretion.
Invoice amounts are payable net without deductions upon delivery and receipt of the invoice. In the case of first-time orders or where there is a justified risk of non-payment, the Supplier may require payment in advance.
In the event of default with payment, default interest at the statutory rate will be charged (nine percentage points above the base interest rate for traders (Unternehmer)), as well as a flat-rate late payment charge where applicable. The Supplier reserves the right to assert further-reaching damages. The Customer is in default of payment at the latest 30 days after the due date and receipt of the invoice unless it is not responsible for non-payment. If payment by instalments has been agreed and if the Customer defaults on payment of at least one instalment, the balance of the debt from the contractual relationship will be due for payment immediately.
The Customer is entitled to rights of set-off or retention only to the extent that their claim is final and absolute or undisputed.
The Supplier may make deliveries conditional upon the provision of appropriate security and may rescind the contract if such security is not provided.
If after entering into a contract it becomes apparent (e.g. from filing for insolvency proceedings against the Customer's assets) that the Supplier's claim to payment of the purchase price is jeopardized by the Customer's inability to pay, the Supplier will be entitled in accordance with the statutory provisions to refuse performance and – if necessary after setting a deadline – to rescind the contract (section 321 German Civil Code (BGB)). In the case of contracts for the production and delivery of fungible items (custom-made items), the Supplier may rescind the contract immediately. The statutory provisions regulating cases where there is no need to set a deadline remain unaffected.

Section 6 Reservation of Title

Until all current and future claims to which the Supplier is entitled under the contract and the current business relationship have been fully paid (secured debt), the Supplier will retain title in the Contractual Products ("Reserved Goods").
The Reserved Goods may not be pledged to third parties or assigned as collateral until the secured claims have been paid in full. The Customer will notify the Supplier without undue delay if an application is filed to open insolvency proceedings against their assets or in the event that third parties obtain access to the Contractual Products belonging to the Supplier (e.g. through seizure), and will assist the Supplier in safeguarding and enforcing its rights. If the third party is not in a position to reimburse the Supplier for the costs incurred in or out of court in connection with an action pursuant to section 771 German Code of Civil Procedure (ZPO), the Customer will be liable to the Supplier for the loss incurred.
If the Customer's conduct is in breach of the contract, in particular if the Customer does not pay a purchase price due, the Supplier is entitled in accordance with the statutory provisions to rescind the contract and/or demand return of the Contractual Products on grounds of reservation of title. A demand for the return of Contractual Products does not in itself constitute a declaration of rescission. If the Customer fails to pay the purchase price due, the Supplier may assert these rights after it has set a deadline and this deadline has passed without result. The statutory exceptions to the requirement to set a deadline remain unaffected if the Supplier has previously set the Customer a reasonable deadline for payment without result or if such a deadline is not required under the statutory provisions.
If the Reserved Goods are combined or irreversibly mixed with other items which do not belong to the Supplier, the Supplier will acquire co-title in the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of such combining or mixing. If the combining or mixing takes place in such a way that the Customer's item must then be regarded as the main item, it will be deemed to have been agreed that the Customer will transfer co-title to the new item to the Supplier on a pro rata basis based on the value of the Reserved Goods (final invoice amount including VAT) to the other combined or mixed items at the time of such combining or mixing. The Supplier will accept such assignment.
Any processing of or modification to the Reserved Goods by the Customer will always be performed for the Supplier. If the Reserved Goods are processed with other items which do not belong to the Customer, the Supplier will acquire co-title in the new item in the ratio of the value of the Reserved Goods (final invoice amount including VAT) to the other items processed at the time of such processing.
The Customer will keep safe the Reserved Goods to which the Supplier has sole or co-title for the Supplier free of charge. The Customer must treat the Reserved Goods with care; in particular they are required to insure them sufficiently against fire, water and theft at replacement value at their own cost.
The Customer may re-sell the Reserved Goods in the ordinary course of business. The Customer hereby assigns to the Supplier any claims from the resale of the Reserved Goods irrespective of whether they have been further processed, combined or mixed in the amount of the Supplier's claim from the contract for the product. The Supplier accepts such assignment. The Customer has a revocable right to collect the assigned claims. The Supplier's right to collect the claim remains unaffected. The Supplier will not collect the claims itself and will not revoke the authorization to collect the claims as long as the Customer duly meets their payment obligations and does not fall into default with payment. For legitimate reasons and at the Supplier's request, the Customer is required to notify their customers of the assignment and provide the Supplier with any information and documents which it needs to assert its rights. If the realizable value of the securities benefiting the Supplier exceeds its claims by more than 10 %, the Supplier will release securities of its choice at the Customer's request.

Section 7 Duty to Inspect and Provide Notification of Defects, Warranty

The Customer is required to inspect the Contractual Products carefully without undue delay after delivery (section 377 German Commercial Code (HGB)) and inform the Supplier in text form (section 126b German Civil Code (BGB)) of identifiable defects without undue delay, though no later than within five (5) working days of delivery. Any latent defects are to be reported in text form (section 126b German Civil Code (BGB)) without undue delay, though no later within three (3) working days of discovery. Otherwise the Contractual Products delivered will be deemed to have been accepted unless the defect was fraudulently concealed by the Supplier. Any incomplete deliveries or externally identifiable transport damage upon delivery must be reported to the transport company. Transport damage which is not identifiable externally must be reported to the transport company in text form (section 126b German Civil Code (BGB)) within seven (7) working days of delivery. The Supplier will in any event be informed of this notification. On the Supplier's request, a Contractual Product that has been the subject of a complaint must be returned to the Supplier freight paid.
Unless otherwise agreed, the owed quality will be set out exclusively in the agreed product specifications. The characteristics of samples and specimens are only binding insofar as they have been expressly agreed as the quality of the Contractual Products. Information as to quality, product life and other information will only be considered to be warranties on an exceptional basis if they have been agreed and designated as such.
The warranty period will be 12 months calculated from the date on which the risk passes. This period does not apply to compensation claims by the Customer arising from injury to life, limb or health, in cases of intent or gross negligence, in the event of fraudulent concealment of a defect or to claims under the German Product Liability Act (ProdHaftG). These are subject to the statutory limitation periods.
If the Contractual Products delivered are defective, the Supplier has both an obligation and a right to decide within a reasonable period at its own discretion whether to perform subsequent improvement or send a replacement delivery. The Supplier's right to refuse subsequent performance subject to the statutory conditions remains unaffected. The Supplier is entitled to make multiple attempts at subsequent performance. The Customer must hand over the Contractual Products subject to complaint to the Supplier for inspection. In the event of replacement delivery, the Customer must return the defective Contractual Product to the Supplier in accordance with the statutory provisions. The Customer's right to claim a reduction in price or rescind the contract subject to the statutory conditions remains unaffected. In the event of a minor defect, the Customer's right to rescind the contract is excluded.
In the event of subsequent performance, the Supplier is required to bear transport and material costs in particular only to the extent that these are not increased by the Customer moving the defective Contractual Product to another location while they were aware of the defect. The same applies to additional costs arising from the Contractual Product being moved in atypical circumstances from the location of the agreed or intended use, thus incurring additional costs; these additional costs will be borne by the Customer.
If the Supplier has installed a defective Contractual Product in another item in accordance with its nature and function or has attached it to another item before the defect became apparent, the Supplier will reimburse the necessary expenses for removing the defective Contractual Product and installing or affixing the subsequently improved or delivered Contractual Product. The necessity of the expenses is determined based on objective criteria. Expenses incurred by the Customer solely because they or a third party failed to perform the installation properly and professionally will not be reimbursed.
The Customer will bear the costs of testing and transport if it transpires that there is no defect and the Customer could have detected this.
There are no claims for defects if the condition of the Contractual Product deteriorates due to inappropriate or improper use, storage or transport, due to deficient or negligent treatment by the Customer or due to typical change for the particular nature and functionality of the Contractual Product (e.g. wear and tear typical for the product, age).
The warranty will be void if the Customer modifies the Contractual Product or has it modified by third parties without the Supplier's consent and if this makes it impossible or unreasonably difficult to remedy the defect, unless the modification forms part of the intended or agreed use of the Contractual Product. In any event the Customer will bear any additional costs in remedying the defect incurred as a result of the modification.
Where Contractual Products contain embedded software or firmware (in the following "Software Components"), the above warranty provisions will apply accordingly. Software Components are only deemed to be defective if they deviate from the agreed product specifications. The Supplier is not liable for the Software Components being free from faults beyond the agreed quality. Providing firmware updates or new software versions is the responsibility of the Supplier only insofar as this is necessary for subsequent performance under the warranty or has been agreed in an individual contract. If the Supplier provides firmware updates, it is the Customer's responsibility to install them correctly in accordance with the Supplier's instructions; if the Customer fails to install an update provided by the Supplier to remedy a defect, any warranty claims will lapse insofar as the defect would have been remedied by the update. Where Contractual Products are configured by the Customer or at the Customer's instigation, in particular with regard to safety-related functions, the Customer will bear sole responsibility for the accuracy and suitability of the configuration performed or arranged by the Customer. Claims for defects are excluded to the extent that a fault is attributable to a configuration performed or arranged by the Customer.
With regard to the Software Components contained in the Contractual Products, the Customer is granted a simple, non-exclusive, non-transferable and non-sublicensable right of use solely for the intended use of the respective Contractual Product. Any use beyond this is not permitted without the Supplier's prior written consent, unless required by mandatory statutory provisions.

Section 8 Liability

The Supplier's liability will be in accordance with the statutory provisions unless otherwise stipulated in the following.
The Supplier will not be liable for indirect or consequential losses, in particular loss of profit, loss of production, business interruptions or damage to associated equipment or systems.
The Supplier's liability for direct losses is limited to the amount actually paid out by the Supplier's business liability insurance in the specific loss case. The Supplier is required to maintain typical business liability insurance for the industry with appropriate cover. At the Customer's request, the Supplier will provide evidence of the insurance coverage.

The above limitations and exclusions of liability pursuant to section 8 (2) and (3) will not apply in cases of intent or gross negligence, in the event of injury to life, limb or health or where liability is mandatory under law, in particular under the German Product Liability Act (ProdHaftG). The above limitations and exclusions of liability apply equally for the benefit of the Supplier's legal representatives and vicarious agents.

The Customer can rescind or terminate the contract owing to a breach of duty which is not attributable to a defective delivery only if responsibility for the breach of duty lies with the Supplier. The Customer does not have a free right to terminate the contract (particularly in accordance with the provisions of sections 650, 648 German Civil Code (BGB)). In all other respects, the statutory provisions and legal consequences apply.
Where Contractual Products contain Software Components within the meaning of section 7 (10), the above limitations and exclusions of liability will also apply to losses attributable to errors or malfunctions in the Software Components. The Customer is required to take appropriate organizational and technical measures, in particular backing up data and performing functional tests, to guard against any losses that may arise from malfunctions of the Software Components; should the Customer fail to take such reasonable precautionary measures, the Supplier will not be liable for any losses that result.

Section 9 Export Controls, Sanctions, Compliance

Performance of the contract is subject to the condition that there are no impediments arising from provisions of foreign trade law, embargoes or other sanctions.
The Customer undertakes to comply with the relevant export, re-export and sanctions requirements (including EU and US law among others) and to obtain the necessary licenses at its own expense.
The Customer will not resell or supply any Contractual Products to countries, to persons or for purposes which are prohibited under the relevant statutory provisions.

Section 10 Choice of Law, Place of Jurisdiction

The contractual relationship between the Supplier and the Customer will be governed exclusively by the substantive law of the Federal Republic of Germany to the exclusion of private international law (conflict of laws) and international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the Supplier and the Customer will be the competent court for Leutkirch im Allgäu, Germany. This provision has no effect on mandatory statutory provisions on exclusive places of jurisdiction. The Supplier is, however, also entitled to assert a claim against the Customer at its general place of jurisdiction.

Section 11 Final Provisions

Amendments and additions to the contract as well as side agreements must be made in the written form (section 126a German Civil Code (BGB)) to be valid; this also applies to any deviation from this written form requirement. This does not affect statutory form requirements.
If and to the extent that the contractual provisions between the Supplier and the Customer or these General Terms and Conditions contain any lacunae, these will be deemed to be remedied by agreement of such legally enforceable provisions which the contractual partners would have agreed upon in view of the commercial goals of the contract and the purpose of these General Terms and Conditions if they had been aware of the lacuna. If any provision(s) of these General Terms and Conditions are or become invalid or unenforceable, this will not affect the validity of the other provisions of these General Terms and Conditions. The contractual partners will replace the invalid or unenforceable provision with whatever legally valid and enforceable provision most closely reflects the meaning and purpose of the invalid or unenforceable provision.
The Customer may only assign rights and claims arising from the contractual relationship with the prior written consent of the Supplier.

As of May 21, 2026