Terms and Conditions
General Terms and Conditions of Sale and Delivery for the CTDI GmbH Webshop
1.Scope of Application
The following Terms and Conditions of Sale and Delivery (hereinafter “Terms and Conditions”) apply to all sales made through the CTDI Webshop (hereinafter “Webshop”) between CTDI GmbH, Stephanstrasse 4-8, 76316 Malsch, Germany (hereinafter “CTDI”) and business operators as defined in § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (hereinafter “Customers”). A “business operator” is a natural or legal person or a partnership with legal capacity that, when placing an order for replacement parts, acts in the course of its commercial or self-employed professional activity (Section 14(1) of the German Civil Code (BGB)).
CTDI’s General Terms and Conditions apply exclusively. Any conflicting, deviating, or supplementary terms and conditions of the Customer are hereby rejected and shall not become part of the contract unless CTDI expressly agrees to their validity in writing.
2.Conclusion of the Contract
2.1 The contract may only be concluded in digital form via CTDI’s online store. In addition to German, we conclude contracts exclusively in English.
2.2 CTDI’s offers in the online store are always subject to change and do not constitute offers in the legal sense. CTDI reserves the right to remove or replace products from the online store’s product range and to change product specifications.
2.3 The customer may initially add items to the shopping cart without obligation and may correct any information at any time before submitting a binding order by using the correction tools provided and explained in the ordering process.
2.4 By placing an order—clicking the “Place Binding Order” button—the customer makes a binding offer to enter into a contract. In addition, the customer explicitly confirms in advance that they accept the Terms and Conditions and have read and understood the Cancellation Policy and Privacy Policy. Receipt of the customer’s order is immediately confirmed via email, which lists the customer’s order again, includes these Terms and Conditions along with the Cancellation Policy, and which the customer can print using the “Print” function. The order confirmation does not constitute a binding acceptance of the order but merely serves to inform the customer that their order has been received. The purchase contract is not concluded until the customer receives an order confirmation from CTDI. CTDI reserves the right to combine the order confirmation with a declaration of acceptance.
3. Prices and Payment Terms
3.1 The prices listed in the online store at the time of the order apply. All prices are final and include the applicable statutory value-added tax.
3.2 Payment options are listed in the online store.
3.3 Invoices from CTDI are due and payable
3.4 The customer is only entitled to set off or withhold payment if the customer’s counterclaims have been legally established or are undisputed.
4. Shipping Costs
In addition to the product prices listed in the online store, a separately itemized flat-rate shipping fee applies. Details regarding the amount of the flat-rate shipping fee can be found in the product listings. If a shipment is made in multiple partial deliveries—which CTDI reserves the right to do—the flat-rate shipping fee will be charged only once, unless the customer insists on partial deliveries.
5. Delivery Times, Delivery, and Partial Deliveries
5.1 Delivery times are binding only if CTDI has expressly confirmed them in writing. Delivery times shall be extended by a reasonable period if the customer fails to fulfill their obligations to cooperate in a timely manner or if the customer requests changes to the service, unless CTDI is responsible for the delay.
5.2 CTDI is entitled to make partial deliveries, provided this is reasonable for the customer.
5.3 If, after the conclusion of the contract, a significant deterioration or change occurs in the customer’s financial circumstances that jeopardizes CTDI’s claim to consideration, or if such a situation already existed on the part of the customer at the time the contract was concluded, but CTDI only became aware of it subsequently, CTDI may refuse to perform until the consideration has been fulfilled or security for the consideration has been provided.
6. Delay in Delivery or Performance
6.1 In the event of a delay in delivery or performance, CTDI shall be liable in accordance with the statutory provisions, provided that the contract is, exceptionally, a fixed-date transaction or the customer’s interest in further performance of the contract has ceased to exist. In this case, CTDI’s liability—provided that CTDI is not guilty of willful misconduct and there is no injury to life, limb, or health—is limited to foreseeable damages typical for this type of contract.
6.2 In all other cases, in the event of a delay in delivery or performance, the customer may also demand compensation for any damages incurred as a result of the delay, in addition to the performance itself. However, this claim for damages in addition to performance is limited to 0.5% of the net price of the affected delivery or service per full week of delay—provided that CTDI is not guilty of willful misconduct or gross negligence and there is no injury to life, limb, or health—but not to exceed 5% of the net price of the affected delivery or service. The Customer’s right to withdraw from the contract after the expiration of a reasonable grace period and/or to claim damages for non-performance in accordance with Section 9 remains unaffected.
7. Retention of Title
7.1 CTDI retains title to the delivered goods (hereinafter “goods subject to retention of title”) until all claims to which CTDI is entitled against the customer arising from the ongoing business relationship, whether now or in the future, have been satisfied, including all balance claims arising from the checking account.
7.2 The customer shall store the goods subject to retention of title, to which CTDI holds sole or joint ownership, free of charge on behalf of CTDI. The Customer is obligated to handle the goods subject to retention of title with due care and to insure them at its own expense and to the customary extent against fire, burglary, and water damage for CTDI’s benefit, and to provide CTDI with proof of such insurance upon request.
7.3 In the event of a breach of contract by the customer, e.g., default in payment, CTDI is entitled to take back the delivered goods, and the customer is obligated to surrender them. Due to the retention of title, CTDI may demand the return of the goods subject to retention of title only if CTDI has rescinded the contract.
7.4 The Customer is not permitted to pledge or transfer ownership of the goods subject to retention of title as security as long as the retention of title remains in effect. In the event of seizure or other interference by third parties with the goods subject to retention of title, the customer must notify CTDI immediately in writing so that CTDI may file a third-party objection under Section 771 of the German Code of Civil Procedure (ZPO) and take other measures to protect its ownership of the goods subject to retention of title. To the extent that the third party is unable to reimburse CTDI for the judicial or extrajudicial costs incurred in connection with an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by CTDI.
7.5 If the goods subject to retention of title are combined with or inseparably mixed with other movable property not belonging to CTDI, CTDI shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (net purchase price) to the value of the other combined or mixed items at the time of combination or mixing. If the combination or mixing occurs in such a way that an item belonging to the customer is to be regarded as the principal item, it is hereby agreed that the customer hereby transfers to CTDI co-ownership of the new item in the ratio of the value of the goods subject to retention of title (net purchase price) to the value of the other combined or mixed items at the time of combination or mixing. CTDI hereby accepts this transfer of ownership. 7.6 Any processing or transformation of the goods subject to retention of title by the Customer shall always be carried out in the name and on behalf of CTDI as the manufacturer. If the goods subject to retention of title are processed together with other items not belonging to the Customer, CTDI shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (net purchase price) relative to the other processed items at the time of processing.
7.6 The Customer is entitled to sell the goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to CTDI, in full or—in the case of CTDI’s co-ownership—in proportion to CTDI’s share of co-ownership, all claims arising from the sale of the goods subject to retention of title, regardless of whether they have been further processed, combined, or mixed. CTDI hereby accepts this assignment. The Customer is revocably authorized to collect the assigned claims. CTDI’s right to collect the claim remains unaffected. CTDI will not collect the claims itself and will not revoke the authorization to collect them as long as the Customer fulfills its payment obligations and is not in default of payment. If there is good cause, the customer is obligated, upon CTDI’s request, to notify its buyer of the assignment and to provide CTDI with the information and documents necessary for CTDI to assert its own rights.
7.7 If the realizable value of the collateral exceeds the value of the claims to be secured by more than 10% in total, CTDI shall, at the customer’s request, release collateral of CTDI’s choosing.
7.8 If the goods subject to retention of title are located outside the Federal Republic of Germany, the customer is obligated to inform CTDI immediately of any legal requirements in that jurisdiction for the establishment and maintenance of CTDI’s retention of title and to immediately (i) fulfill the requirements itself at its own expense, to the extent legally possible, or (ii) to assist CTDI in fulfilling the requirements at its own expense.
7.8 If the law at the place of use does not recognize CTDI’s retention of title, but permits CTDI to reserve a comparable security interest in the goods subject to retention of title, then such security interest shall be deemed agreed upon accordingly, and CTDI may exercise this security interest. The Customer is obligated to cooperate with any measures CTDI intends to take to protect its right of ownership or, in lieu thereof, to protect another security interest.
8. Warranty, Guarantee
8.1 The customer must inspect the goods immediately upon delivery and, if a defect is discovered, notify CTDI in writing without delay, but no later than five (5) business days after delivery. Defects that could not be detected during a proper initial inspection must be reported by the customer to CTDI in writing immediately, but no later than three (3) business days after the defects are discovered. Otherwise, the goods shall be deemed accepted, unless the defect was fraudulently concealed by CTDI.
8.2 Unless otherwise agreed, CTDI warrants only compliance with the applicable specifications. In particular, CTDI does not warrant fitness for a particular purpose. Public statements, promotional claims, or advertising by CTDI do not constitute a contractual quality of the goods.
8.3 If the goods are defective at the time of transfer of risk and this has been properly reported in accordance with Section 1, the customer must first give CTDI the opportunity, by setting a reasonable deadline, to repair the goods or deliver a replacement, at CTDI’s discretion (“subsequent performance”). If the subsequent performance fails, the customer is entitled, in accordance with statutory provisions, to rescind the contract or reduce the purchase price. The customer may claim damages exclusively in accordance with Section 9.
8.4 Rectification does not include the removal of the defective goods, the reinstallation of the defect-free or repaired item, or the reimbursement of related costs, if CTDI was not originally obligated to perform the installation.
8.5 No warranty is provided for repairs or other modifications that the customer performs himself or has performed by third parties without CTDI’s express consent. The customer will not be reimbursed for the costs of such repairs. Furthermore, no warranty is provided for damage caused by improper use, abnormal operating conditions, overloading, or improper handling, unless CTDI is responsible for such damage.
8.6 The warranty period is 12 months from the date of delivery of the goods. This period does not apply to the customer’s claims for damages under Section 9. Furthermore, the customer’s claims remain unaffected in the event of CTDI’s fraudulent concealment of a defect or in the event that CTDI has expressly assumed a guarantee of quality.
8.7 A warranty applies only to products expressly designated as covered and following prior product registration at https://fazuawarranty.ctdi.eu or in the FAZUA app, in accordance with the warranty terms and conditions available there.
9. Limitation of Liability
9.1 CTDI shall have unlimited liability in the event of a culpable injury to life, body, or health. CTDI shall also be liable for willful misconduct and gross negligence. However, to the extent that CTDI is not guilty of willful misconduct and there is no culpable injury to life, body, or health, liability shall be limited to foreseeable damages typical for this type of contract.
9.2 CTDI is also liable for culpable breaches of those obligations whose fulfillment is essential to the performance of the contract and on whose compliance the customer regularly relies and is entitled to rely. However, to the extent that CTDI is not guilty of intentional misconduct and there is no culpable injury to life, body, or health, liability is limited to foreseeable damages typical for this type of contract.
9.3 CTDI shall also be liable in the event of fraudulent concealment of a defect or upon the assumption of a warranty. In the latter case, the scope of liability shall be governed by the warranty statement. CTDI shall also be liable in cases of mandatory statutory liability, such as under the Product Liability Act.
9.4 In all other respects, CTDI’s liability—regardless of the legal basis—is excluded, unless otherwise provided in these General Terms and Conditions.
9.5 To the extent that CTDI’s liability is excluded or limited in accordance with the foregoing provisions, this also applies to the personal liability of CTDI’s officers, legal representatives, employees, staff, and agents.
10. Force Majeure
Events of force majeure, in particular lawful labor disputes, civil unrest, governmental measures, war and other armed conflicts, epidemics, pandemics), acts of terrorism—including terrorist cyberattacks—and other external events that are unforeseeable, unavoidable, and serious at the time of the conclusion of the contract shall release CTDI from its performance obligations for the duration of the disruption and to the extent of its effects. If such events make delivery or performance significantly more difficult or impossible for CTDI and the disruption is not merely temporary, CTDI shall be entitled to withdraw from the contract. In the case of temporary disruptions, the delivery or performance deadlines shall be extended or postponed by the duration of the disruption plus a reasonable grace period.
11. Data Storage and Data Protection
11.1 CTDI will collect, process, and store all personal data provided by the customer exclusively in accordance with the provisions of German data protection law.
12.1 The place of performance and exclusive venue for all disputes arising out of or in connection with contracts between the Customer and CTDI is CTDI’s registered office in Malsch, Germany. However, CTDI is also entitled to sue the Customer at the Customer’s general venue.
12.2 The contractual relationship between the Customer and Posche eBike shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Final Provisions
13.1 Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The same applies in the event that these General Terms and Conditions do not contain a provision that is necessary in and of itself. The contracting parties shall replace the invalid or unenforceable provision with a legally permissible and enforceable provision that most closely approximates the economic intent and purpose of the invalid or unenforceable provision. Should these General Terms and Conditions or the contracts be incomplete, the contracting parties shall reach an agreement on the terms they would have agreed upon under these General Terms and Conditions or the contracts had the gap in the provisions been known at the time the contract was concluded.
13.2 The Customer is not entitled to assign any rights or claims arising from the contract to third parties without the prior written consent of CTDI. The provision of Section 354a of the German Commercial Code (HGB) remains unaffected by this.
the contract.
14. Identity of the Provider
The provider of the online store is
CTDI GmbH
Stephanstr. 4-8,
76316 Malsch, Germany
Tel.: +49 7246 800
