Terms and conditions for Böllhoff, S.A.’s B2B online store.
1.Scope
1.1
These Terms and Conditions outline the agreed-upon terms between you (hereinafter referred to as “Customer” and “you”) and us, Böllhoff, S.A., located at C/ Valportillo I, No. 7-A, Alcobendas, Madrid, 28108, a company registered in the Commercial Registry of Madrid, Registration 1st, Sheet 85963, Folio 140, Volume 9073, General 7902, Section 3rd (hereinafter referred to as “Böllhoff”, “we” or “us”). These terms will exclusively apply unless modified by a written agreement between you and us. We will only acknowledge terms that are explicitly agreed upon in writing and will not recognise any different or contradictory terms. These Terms and Conditions govern all orders, contracts, deliveries and services or other supplies agreed upon between Böllhoff and the Customer through the Böllhoff online store at https://eshop.boellhoff.es/.
These Terms will also extend to all future orders placed by the Customer in the Böllhoff online store.
For more information about Böllhoff’s contact details, please refer to the legal and publication information section.
1.2
We will notify you in writing, by fax or by email of any changes to these Terms. If you do not object to such changes within four weeks of receiving the notification, it will be considered that you have acknowledged these modifications. In the event of a modification, we will specifically remind you of your right to object and the legal consequences of any omission.
1.3
You can review the Terms and Conditions in the “Terms and Conditions” section of our website. You may also print them or store them locally.
Additionally, you can download and save our Terms and Conditions in PDF format here.
2 User registration
2.1
Registering on the Böllhoff online store is free of charge. To place an order through the Böllhoff online store, registration in our electronic commerce system is required (orders cannot be placed as a “guest”). The Böllhoff online store is intended solely for business use, involving contracts with entrepreneurs, as defined in Article 4 of the Royal Legislative Decree 1/2007, of 16 November, approving the consolidated text of the General Law for the Defence of Consumers and Users and other complementary laws (hereinafter, TRLGDCU). This includes any individual or legal entity, whether private or public, acting directly or through another person on its behalf or following its instructions, for a purpose related to its commercial, business, trade or professional activity. Consumer registration (as defined in Article 3 TRLGDCU) in the Böllhoff online store is prohibited, ensuring that products offered for sale are exclusively for entrepreneurs.
It is essential to provide your tax identification number accurately and completely during registration. Failure to provide a valid tax identification number will prevent registration and ordering through the Böllhoff online store.
To gain access to the Böllhoff online store, you must complete the electronic registration form on our website (ensuring all mandatory fields are filled) and submit it to us. The registration data must be provided truthfully and completely.
The email address you provide will serve as your username. You will be asked to choose a password when registering. You must select a secure password, at least 8 characters long, containing at least one special character (“@, %, $, etc.”), and to maintain the confidentiality of the password, keeping it in a secure place and not disclosing it to third parties under any circumstances.
After entering your registration details and clicking the “Register now” button, you will receive an email confirming receipt of the registration and notifying you that your data is being verified. Once your entrepreneur status is verified, you will receive an acceptance email. Only then can you place orders through the Böllhoff online store.
Böllhoff reserves the right to reject registration, for example, if there is insufficient or unequivocal evidence of the customer’s entrepreneur status.
Böllhoff is under no obligation to accept the registration or any orders placed by a registered customer.
2.2
Except for your acceptance of these Terms and Conditions, our data privacy policies and our terms of use, your registration imposes no obligations. You can delete your registration at any time in “My account”. Registration alone does not create any obligation to purchase any product offered on our website.
2.3
During login, your registration data is protected by SSL encryption.
2.4
If your company data changes in any way, the responsibility to update it rests solely with you. Please inform us immediately of any changes using the electronic form available on our website.
3 Entering into a contract
The presentation of products on the Böllhoff online store does not constitute a legally binding offer from Böllhoff.
The offerings on the Böllhoff website are simply a non-binding invitation to place orders for Böllhoff products.
The Customer’s order, initiated by clicking the “Buy now” button, is a legally binding offer to purchase the products added to the shopping trolley. Böllhoff will promptly and electronically confirm the receipt of this offer. However, this confirmation does not serve as an order confirmation or acceptance of the specific offer by Böllhoff. Böllhoff’s acceptance of the offer occurs through the confirmation of the acceptance of the Customer’s order via email, by sending a dispatch confirmation or, at the latest, by dispatching the goods.
No order can be placed until the Customer acknowledges the validity of these Terms and Conditions.
Böllhoff reserves the right to accept the Customer’s offer within 5 natural days of receiving the order. If this period elapses without any action, the Customer’s offer will be considered rejected.
The steps leading to the conclusion of a contract are as follows:
The Customer places the selected items in the shopping trolley, where the quantity can be adjusted.
Clicking “Next” takes the Customer to the invoice and delivery address summary page.
By clicking “Next” again, the Customer proceeds to the payment method summary page, where they can choose how to pay for the purchase.
Clicking “Next” once more takes the Customer to the order summary page (“Verify order”).
This page provides a compilation of all details entered before submission, allowing the Customer to check for errors and make corrections if necessary.
If the Customer wishes to correct any details, they can do so by clicking on any of the buttons “Make changes to the shopping trolley”, “Change address” or “Change payment method”. Up to this point, the Customer can delete any item in the shopping trolley or modify its quantity at any time.
In the next step, the Customer can click the “Buy now” button, thus making a binding offer to Böllhoff.
4 Delivery times
4.1
Our fulfilment of our delivery commitment is contingent upon the timely and proper fulfilment of the Customer’s obligations.
4.2
In the event of delivery delays beyond Böllhoff’s control (e.g., force majeure or third-party non-compliance), the delivery period will be extended for a reasonable period. The Customer will be promptly notified of this. If the delay exceeds 4 weeks after the original delivery period, both the customer and Böllhoff have the right to terminate the contract.
4.3
Shipment will be ex-works, and at all times, the responsibility and risk will be borne by the Customer.
4.4
Items delivered will be insured against transport damage only upon the Customer’s prior instructions and at their expense.
5 Delivery zone
We deliver our products to addresses in Spain and Portugal.
6 Prices, payments and minimum order value
6.1
Payment is by a 30-day transfer, with the first order requiring upfront payment.
Presently, Böllhoff offers Customers the option to pay in advance. No other payment methods are currently accepted.
6.2
The prices listed on our website for each item are ex-works prices, excluding delivery costs and value-added tax, which will be added at the applicable legal rate.
VAT will be charged at the legal amount on the invoice date and shown separately.
Delivery costs are itemised in the product description and will be displayed on the invoice.
6.3
Unless otherwise agreed, payments must be made (without deduction) within 30 calendar days from the invoice date. Deducting early payment discounts requires a specific written agreement.
6.4
In the case of advance payment, dispatch will occur once the total purchase price has been credited to our account. For advance payment, we will provide the Customer with our bank details in the order confirmation.
Böllhoff reserves the right to reject payment by invoice and opt for the advance payment method.
6.5
Minimum order value: A minimum order value of €50.00, excluding VAT, will be applied.
This means that Böllhoff will only process the order and make the delivery when the value of the items in the shopping trolley is €50.00 EUR (VAT and delivery costs not included).
7 Payment delay
7.1
Failure to pay the purchase price on the due date constitutes a fundamental breach of contractual obligations.
7.2
In accordance with Law 15/2010, of 5 July, if the debtor defaults, the creditor has the right to claim compensation for all duly documented collection costs incurred due to the debtor’s default. The determination of these collection costs will adhere to the principles of transparency and proportionality in relation to the principal debt. The compensation may not exceed, in any case, 15 percent of the amount of the debt, except in cases where the debt does not exceed €30,000, in which the compensation limit will be the amount of the relevant debt.
8 Warranty
8.1
The Customer has the right to the rectification of defects, provided they have fulfilled their inspection and complaint obligations in accordance with Articles 336 and 342 of the Spanish Commercial Code.
The Customer must inspect the goods immediately upon delivery, to the extent possible in the normal course of business, and promptly notify Böllhoff of any defects. Failure to do so will be deemed acceptance of the products, unless the defect could not have been detected during the inspection. If such a defect becomes apparent later, the Customer must notify it immediately upon discovery; otherwise, the goods will be considered accepted, even with the defect.
8.2
In case of defective delivered products, you have the right, as per legal provisions, to demand rectification through repair or replacement with conforming materials. Böllhoff has the right to decide the type of rectification. Böllhoff reserves the right to carry out two rectification attempts. If said rectification fails or cannot reasonably be expected to be accepted by the Customer, they have the right to a price reduction or, if legal requirements are met, contract rescission.
8.3
For new items, the Customer’s rights arising from material defects expire 1 year after the shipment of the goods. No warranty is provided for used items.
Exceptions to the above rule will be applicable in situations involving harm to life, physical integrity or health, as well as those arising from intentional or gross negligence in fulfilling obligations by Böllhoff, its legal representatives or agents. Furthermore, exceptions apply in instances of deception related to the disclosure of defects or the provision of a warranty. In such cases, the legal limitation period will apply.
9 Limitation of liability
9.1
We will pay compensation, regardless of the legal grounds, only:
9.1.1
In cases of intentional and gross negligence, including intentional and gross negligence on the part of our representatives or agents.
9.1.2
Only in cases of slight negligence for the breach of a key contractual obligation, and in such cases, up to a maximum of the foreseeable loss that typically occurs. Key contractual obligations are those basic duties and obligations that decisively influenced the Customer’s decision to enter into the contract and whose fulfilment is essential for the proper execution of the contract, the breach of which poses a risk to the purpose of the contract, and in whose fulfilment the Customer would normally trust. We shall not be liable in any other circumstances.
9.1.3
However, liability for harm to life, physical integrity or health shall remain. This also applies to mandatory liability for defective products according to the TRLGDCU, data protection according to the Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights (LOPD) and any other mandatory liability according to law and in case of fraudulent concealment of defects or assumption of a warranty.
For all claims and rights under Clause 10.1, the legal limitation period shall apply.
9.2
Considering current technology, it cannot be guaranteed that data communication over the Internet is error-free or available at all times. In this regard, we accept no liability for the continuous and uninterrupted availability of our online trading system.
Assignment of claims for damages will not be allowed.
10 Compensation
No compensation of payments owed to Böllhoff will be permitted unless the customer’s counter-claim has been established by a court of law or is uncontested by Böllhoff.
The Customer can only exercise a right of retention when their claim is based on the same contract.
11 Retention of ownership
11.1
We retain ownership of the goods until we receive all payments arising from the business relationship with the Customer. If the Customer acts contrary to the agreed terms of the contract, especially in case of non-payment, we have the right to reclaim the goods. Our reclamation of the goods will be considered equivalent to terminating the contract. Upon reclaiming the goods, we reserve the right to handle its disposal as we see fit. Any resulting profits will be used to offset the Customer’s liabilities, deducting reasonable disposal costs.
11.2
The Customer is obligated to handle the goods with care.
11.3
In cases of seizure or other third-party interventions, the Customer must inform us immediately in writing so that we can initiate proceedings as per Article 593 and following of the Civil Procedure Law (LEC). If the third party is unable to reimburse us for the judicial and extrajudicial costs associated with a third-party ownership action under Article 593 and subsequent articles of the LEC, the Customer will be held responsible for the resulting loss.
11.4
The Customer has the right to sell the goods in the normal course of business; however, through this agreement, the Customer transfers to us, for the total amount of the final invoice (including VAT), all rights resulting from the resale to their customers or third parties, whether or not the goods are resold with additional processing.
Even after the assignment, the Customer is authorised to collect this credit. Our authority to collect such receivables remains in effect; however, we commit not to collect such receivables as long as the Customer fulfils their payment obligations, does not default and, in particular, does not file a bankruptcy application. Failure to meet these conditions may prompt us to request the Customer to inform us about the assigned credits and their debtors, provide all necessary information for collection and furnish relevant documents, notifying debtors (third parties) of the assignment.
11.5
The processing or transformation of the goods by the Customer will always be carried out for our benefit. If the goods are processed using other items not belonging to us, we will gain co-ownership of the new item in a proportionate amount to the value of the goods (final invoice amount, including VAT) relative to the other items processed at that time. Other aspects concerning items produced through processing will remain the same as for goods delivered under retention of ownership.
11.6
If the goods are mixed with other items not owned by us, and separation is not possible, we will gain co-ownership of the new item in a proportionate amount to the value of the goods (total invoice amount, including VAT) relative to the other items mixed at that time. Should the mixture be arranged in a way that the Customer’s item is deemed the main item, the Customer will assign to us proportional co-ownership.
The Customer will retain the exclusive ownership or co-ownership arising from it for our benefit.
11.7
We commit to releasing the securities to which we are entitled at the customer’s request, to the extent that the realisable value of our securities exceeds the secured claims by more than 10%. The choice of securities to be released will be at our discretion.
12 Use of data
Data processing will adhere to the guidelines outlined in Organic Law 3/2018, of 5 December, concerning the Protection of Personal Data and the guarantee of digital rights (LOPD).
For additional details, please review our Data Privacy Policy.
13 Storage of contract text
Böllhoff stores the contract text and order data, dispatching the order to the Customer via email.
Through the “My account” feature (found under “My order history”), the Customer can access previous orders.
14 Electronic invoices
Invoices are dispatched electronically, delivered to the Customer’s specified email address.
The Customer reserves the right to oppose the electronic transmission of invoices at any time. In such instances, a printed invoice will be sent to the Customer, who will be responsible for covering the additional delivery costs.
15 Applicable law, place of performance and place of jurisdiction
15.1
The law of the Kingdom of Spain shall apply, explicitly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2
Unless otherwise stipulated, the place of performance for all obligations arising from the contractual relationship between Böllhoff and the Customer will be Böllhoff’s main corporate office location.
15.3
Disputes arising from or related to the contractual relationship between Böllhoff and the Customer will fall under the jurisdiction of the Courts and Tribunals of Madrid (Spain), or at the discretion of Böllhoff, the jurisdiction of the Customer, provided it is within the Spanish national territory.
16 Final provisions
16.1
The language of the contract will be Spanish or English, depending on the language selected by the Customer upon initialising the ordering process.
16.2
The rights of the Customer under the contract, excluding monetary claims, are non-transferable.
16.3
If certain provisions in the contract and these stipulations are wholly or partially inapplicable or contradict legal provisions, the validity of the contract and other provisions will take precedence. In the case of an inapplicable provision, the Parties will, mutually and by agreement, replace it with a legally enforceable provision that closely aligns with the economic purpose and intention of the inapplicable provision. This provision will apply accordingly to any omissions in the provisions.
- End of the Terms and Conditions -