This English version of the General Terms and Conditions is provided for information and transparency purposes only. The German version (Allgemeine Geschäftsbedingungen) is the legally binding document. All references to statutory provisions refer to German law. In the event of any discrepancy between the English and German versions, the German version shall prevail.

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§ 1 Scope

1. The goods and services provided by Memodo GmbH (hereinafter: “Memodo”) via the online shop are supplied exclusively on the basis of the following General Terms and Conditions of Sale (hereinafter: GTC).
2. The GTC apply only to entrepreneurs within the meaning of Section 14(1) of the German Civil Code (BGB), legal entities under public law or special funds under public law. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the course of their commercial or self-employed professional activity.
3. Any deviating, conflicting or supplementary general terms and conditions of the customer shall not apply. Even if not expressly rejected in individual cases, they shall not form part of the contract unless Memodo expressly agrees to their validity in writing or in text form. Such consent shall apply only to the specific individual case, not to previous or future services. Any terms to the contrary, unless specified in an order placed by the customer with Memodo, shall not apply.
4. Where agreements between the parties contain provisions that deviate from the GTC, the individually agreed contractual terms shall take precedence.
5. Unless otherwise agreed, the GTC shall apply in the version valid at the time of the customer’s order. 

§ 2 Registration Process

1. Registration of the customer as a user in the online shop is free of charge. There is no entitlement to admission.
2. Only entrepreneurs as defined in Section 14(1) of the German Civil Code (BGB) are eligible to participate.
3. The data required for registration must be provided in full and truthfully. In particular, it is necessary to upload a business licence in one of the supported formats.
4. A password must be chosen upon registration. This password must be kept secret and must not be disclosed to third parties.
5. Once the registration form has been submitted, Memodo will review it within 72 hours. The result will be sent by email to the email address provided.
6. Apart from the declaration of acceptance of the Terms and Conditions, registration does not entail any obligations. Registration alone does not create any obligation to purchase the goods offered by Memodo.
7. Should the customer’s personal details change, the customer is responsible for updating them. All changes can be made online after logging in under ‘Account settings’ and/or under ‘Addresses’. 

§ 3 Conclusion of Contract

1. The presentation of goods in the online shop does not constitute a binding offer to conclude a purchase contract. Rather, it is a non-binding invitation to order goods from the online shop.
2. Customers may select goods listed in the online shop from Memodo’s range and add them to a so-called shopping basket by clicking the “Add to basket” button. By clicking the “Place order” button, the customer submits a binding offer to purchase the goods in the shopping basket in accordance with Section 145 of the German Civil Code (BGB).
3. Before submitting the order, customers may view and amend the details at any time. However, the application may only be submitted and transmitted if the customer accepts these terms and conditions by clicking the “Accept Terms and Conditions” button (wording: “I have read the Terms and Conditions and agree to their validity.”) and thereby incorporates them into their application.
4. Memodo will then send the customer an automatic order confirmation by email, in which the customer’s order is listed once again. The customer may print this out using the “Print” function. The automatic confirmation of receipt merely documents that the customer’s order has been received by Memodo and does not constitute acceptance of the order.
5. The contract is only concluded upon Memodo’s issuance of a declaration of acceptance, which is sent in a separate email (order confirmation). Memodo will declare its acceptance within five working days of receiving the customer’s order. If Memodo does not issue a declaration of acceptance within this period, the customer’s order has not been accepted by Memodo. If acceptance does not take place, Memodo will always inform the customer by email that the order has not been accepted.
6. Should the order confirmation from Memodo contain typing or printing errors, or should the price quotation be based on transmission errors caused by technical issues, Memodo is entitled to contest the order. Any payments already made will be refunded to the customer.
7. In the email referred to in paragraph 5 or in a separate email, but no later than upon delivery of the goods, the text of the contract (consisting of the order, the General Terms and Conditions and the order confirmation) will be sent to the customer by Memodo on a durable medium (email or paper printout) (contract confirmation). The text of the contract will be stored in compliance with data protection regulations. 

§ 4 Ordering Larger Quantities

In the event that an order for the quantity requested by the customer cannot be selected and placed in the online shop, the customer is advised to arrange the order individually with a relevant Memodo Key Account Manager.

§ 5 Subject Matter of the Contract

1. The subject matter of the contract is solely the delivery of the goods or the provision of the service as defined in the offer or the order confirmation.
2. Amendments, additions and ancillary agreements are only binding if confirmed by Memodo in writing or in text form. The priority of individual agreements (§ 305b BGB) in written, text or oral form remains unaffected by this. 

§ 6 Quality of the Goods and Duty to provide Information

1. Information provided by Memodo to the customer regarding the goods sold by Memodo and the services provided by Memodo is based exclusively on Memodo’s previous experience. It does not constitute any statements regarding quality or guarantees in relation to the goods and services. The values stated herein are to be regarded as average values for the goods and services.
2. Unless otherwise expressly agreed, Memodo does not warrant that the goods and/or services are suitable for the purpose intended by the customer.
3. Memodo shall only assume a duty to advise the customer expressly by virtue of a separate consultancy agreement in writing or text form.
4. Memodo shall ensure that the goods it delivers comply with the contractually agreed specifications at the time of handover to the customer. Subsequent technical changes or modifications by the manufacturer, which take place after the goods have been handed over to the customer, are not subject to Memodo’s duty to inform the customer. This does not apply if these changes relate to safety-relevant features. Statutory information and notification obligations under the Product Safety Act (ProdSG) remain unaffected.
5. A guarantee shall only be deemed to have been assumed by Memodo if Memodo designates a quality and/or a successful performance as “legally guaranteed” in writing or in text form. 

§ 7 Form of Legally Relevant Declarations

1. Legally relevant declarations and notifications by the parties in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing or in text form.
2. Statutory formal requirements and further evidence, in particular in cases of doubt regarding the legitimacy of the person making the declaration, remain unaffected.
3. The primacy of individual agreements (§ 305b BGB) in written, text-based and oral form remains unaffected by this. 

§ 8 Procurement Risk and warranty

1. Memodo is obliged to deliver goods to the customer in accordance with the order confirmation, which are specified only by type.
2. Memodo is merely obliged to supply from its own stock (obligation to supply from stock).
3. The provision in paragraph 2 does not apply to customer-specific orders for project goods. Project goods are defined as goods which, due to specific requirements (such as certain product volumes), are sold at an individual price following a separate price agreement or are ordered tailor-made for a specific project and/or are not included in Memodo’s product portfolio.
4. Memodo’s obligation to deliver goods specified only by type does not in itself constitute an assumption of a procurement risk or a procurement guarantee.
5. Memodo shall only assume a procurement risk within the meaning of Section 276 of the German Civil Code (BGB) by virtue of a separate agreement in writing or text form containing the wording: ‘(…) Memodo assumes the procurement risk (…)’. 

§ 9 Delivery and Delivery Time

1. Delivery shall be made DAP to the destination specified by the customer in accordance with the International Commercial Terms (INCOTERMS 2020), unless another trade clause from INCOTERMS 2020 is specified in the order confirmation.
2. In addition, Memodo’s transport conditions shall apply to the delivery.
3. Binding delivery dates and deadlines must be expressly agreed in writing or in text form. In the case of non-binding or approximate (e.g. approx., around, etc.) delivery dates and deadlines, Memodo shall endeavour to meet these to the best of its ability.
4. Delivery and/or performance periods shall not commence until all details regarding the execution of the order have been clarified and all other conditions to be fulfilled by the customer have been met, in particular where agreed down payments or securities and necessary cooperation have been provided in full. The same applies to delivery and performance dates. If the customer has requested changes after placing the order, a new reasonable delivery and/or performance obligation shall commence upon Memodo’s confirmation of the change.
5. If the customer fails to take delivery of the goods at the agreed delivery location, the goods covered by the contract shall be stored at the transport company commissioned by Memodo at Memodo’s expense. Memodo is entitled to pass on the resulting damage to the customer at its reasonable discretion. The customer shall reimburse Memodo for the costs actually incurred, in particular storage costs as well as further packaging, transport and insurance costs. Both parties reserve the right to prove that the costs were lower or higher; the customer also reserves the right to prove that no costs were incurred at all. The above provisions do not entail a reversal of the burden of proof.
6. Partial deliveries are permitted provided they are reasonable for the customer. The additional shipping costs incurred shall be borne by Memodo, unless the customer has requested a partial delivery themselves. 

§ 10 Reservation regarding Supply to Memodo

1. The provision of the contractual delivery or service owed is subject to Memodo receiving the correct and timely supply from its suppliers. This applies only in the event that Memodo is not responsible for the non-delivery and that Memodo has duly and sufficiently secured supplies from its suppliers prior to concluding the contract with the customer in accordance with the quantity and quality specified in the supply and service agreement with the customer (conclusion of a congruent covering transaction).
2. Memodo shall inform the customer of the delay in good time in writing or in text form.
3. In the event of a delayed delivery due to incorrect or late supply to Memodo in accordance with paragraph 1, the provisions of § 11 of the General Terms and Conditions shall apply mutatis mutandis. 

§ 11 Extension of Delivery Period in the Event of industrial action and Unforeseen Obstacles

1. The delivery period shall be extended by the duration of the hindrance in the event of measures taken in the context of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond Memodo’s sphere of influence and responsibility, e.g. riots, acts of war, terrorism or natural disasters, or official interventions and orders from higher authorities at home or abroad, as well as epidemics and pandemics, transport bottlenecks or obstacles through no fault of Memodo, in particular in maritime transport, shortages of energy and raw materials, operational disruptions through no fault of Memodo – e.g. due to fire, water damage or machinery failure – and all other impediments which, viewed objectively, have not been culpably caused by Memodo.
2. Unforeseen obstacles within the meaning of paragraph 1 also include delays in the delivery of essential materials caused by the aforementioned reasons, insofar as such obstacles demonstrably have a significant impact on the delivery of the goods.
3. The customer must be informed of the reason for and the expected duration of the hindrance if it is foreseeable that any delivery deadlines cannot be met.
4. Memodo shall be entitled to withdraw from the contract in whole or in part, provided that the impediment to performance is not merely temporary and Memodo is not responsible for the impediment in question.
5. The extension of the delivery period under paragraph 1 or the right of withdrawal under paragraph 4 shall not apply if Memodo has failed to fulfil its duty to inform under paragraph 3 above or if Memodo has assumed the procurement risk under Section 276 of the German Civil Code (BGB) or a delivery or performance guarantee.
6. If a delivery date or delivery period has been agreed as binding and the agreed delivery date or delivery period is exceeded due to events referred to in paragraph 1 above, the customer shall be entitled to withdraw from the contract in respect of the unfulfilled part thereof following the fruitless expiry of a reasonable grace period. Further claims by the customer, in particular those for damages, are excluded in this case.
7. Claims for damages by the customer due to delayed delivery arising from the aforementioned reasons for hindrance are excluded. This shall not apply to Memodo’s liability for negligence in assuming risk or failing to take precautions, if the impediment to performance and its consequences for the possibility of fulfilling the contract were foreseeable or already existed, and Memodo nevertheless entered into the obligation without any express reservation or failed to take any possible precautions to enable the contract to be fulfilled despite the impending impediment to performance. Nor does it apply to the customer’s claim for a refund of the consideration if the customer has already paid this in advance. In such cases, the provisions of Section 24 of the General Terms and Conditions (Liability) apply.
8. The above provision in accordance with paragraph 6 shall apply mutatis mutandis if, for the reasons set out in paragraph 1 above, it is objectively unreasonable for the customer to continue to adhere to the contract even without a contractual agreement on a fixed delivery date.
9. The provisions regarding the extension of the delivery period shall also apply if the circumstances arise with regard to subcontractors.
10. Memodo shall not be held responsible for the aforementioned circumstances even if they arise during an existing delay. 

§ 12 Delay in Delivery / Compensation for Delay

1. If Memodo falls into default of delivery for reasons other than those specified in § 10 and § 11 of the General Terms and Conditions, the customer must first set a reasonable grace period for performance. If this period expires without result, claims for damages due to breach of duty – regardless of the reason – shall only arise in accordance with the provisions of § 24 of the General Terms and Conditions (Liability).
2. If the delivery of the goods is delayed for a reason for which the customer is responsible (e.g. failure to make advance payment, default of acceptance), Memodo shall not be in default of delivery. 

§ 13 Late prepayment / Default of Acceptance

1. The customer shall be in default of acceptance if they are unable to accept the goods on the dispatch date specified in the order confirmation – subject to the provision in paragraph 3 below. Furthermore, delivery of the goods by Memodo shall be delayed if the customer has not settled the prepayment invoice contrary to the contractual agreement.
2. The customer is obliged to inform Memodo of the reasons why they are unable to either accept the goods on time or settle the prepayment invoice by the due date. The customer must provide this information immediately upon becoming aware of the situation.
3. In such a case, the customer is entitled, in consultation with Memodo, to postpone the dispatch date once by a maximum of 2 weeks, calculated from the dispatch date specified in the order confirmation. The customer shall only be in default of acceptance if the goods are not accepted even by the postponed dispatch date.
4. If the customer is in default of acceptance, the dispatch of the goods is delayed for a reason for which the customer is responsible (e.g. failure to make advance payment) or if it is foreseeable that the claim for payment of the purchase price is at risk due to the customer’s inability to pay, Memodo shall be entitled to withhold performance in accordance with statutory provisions or, after setting and expiry of a reasonable grace period, at Memodo’s discretion, to demand immediate payment, to withdraw from the contract, or to refuse performance and claim damages in lieu of the entire performance. The setting of a grace period shall be made in writing or in text form in accordance with Section 7 of these General Terms and Conditions. Memodo is not required to refer again to the rights under this clause when setting the grace period. The statutory provisions regarding the dispensability of setting a grace period remain unaffected
5. In the event of a claim for damages as set out above, Memodo shall be entitled to pass on the damage incurred to the customer at its reasonable discretion. The customer shall reimburse Memodo for the costs actually incurred, in particular storage costs for the goods and financing via the capital market in accordance with the 3-month Euribor. Both parties reserve the right to prove that the costs were lower or higher; the customer also reserves the right to prove that no costs were incurred at all. The above provisions do not entail a reversal of the burden of proof. 

§ 14 Memodo's Prices

1. All prices stated by Memodo in quotations, order confirmations or elsewhere are net prices in euros plus statutory VAT, unless otherwise agreed in individual cases.
2. Transport, packaging and shipping costs are not included in the price and will be charged separately, unless free delivery has been agreed. The same applies to the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges are also to be borne by the customer. 

§ 15 Price Adjustment

1. Memodo shall be entitled to unilaterally increase the price in the event of an increase in material manufacturing and/or material and/or product procurement costs, external labour costs, wages and ancillary wage costs, social security contributions, as well as energy costs and costs arising from environmental regulations and/or currency regulations, changes in customs duties and/or freight rates and/or public levies, provided that these directly or indirectly affect the costs of Memodo’s contractual services and provided that there are more than 4 weeks between the conclusion of the contract and the delivery of the goods. An increase is excluded to the extent that the rise in costs relating to some or all of the aforementioned factors is offset by a reduction in costs relating to other of the aforementioned factors in terms of the overall cost burden on the price. If the aforementioned cost factors decrease without the cost reduction being offset by an increase in other of the aforementioned cost factors, the cost reduction shall be passed on to the customer.
2. If a unilateral price adjustment pursuant to paragraph 1 exceeds ten per cent of the originally agreed price, the customer is entitled to cancel the contract affected by the price adjustment free of charge within 14 calendar days of receiving notification of the price adjustment. The right of cancellation shall not apply if the price adjustment is based on a change in statutory taxes, customs duties or public levies. 

§ 16 Terms of Payment

1. Memodo is entitled to send the invoice as an electronic document (e.g. PDF or e-invoice) to the customer by email (electronic invoicing). The customer must notify Memodo immediately in writing or in text form of any change to the email address to which invoices are to be sent.
2. The customer’s payment is due on the payment date specified in the invoice.
3. Discounts may only be deducted if this is expressly stated on the relevant invoice.
4. Payment by the customer is generally made in advance. Payment on account is only possible following a successful credit check.
5. Should the customer repeatedly fail to meet the payment deadline stated on the invoice when paying on account, Memodo reserves the right to revert the customer’s payment method to prepayment for future orders.
6. The customer shall be in default if payment is not made within the payment term specified in the invoice, without the need for a separate reminder.
7. In the event of the customer being in default, Memodo is entitled to charge default interest at a rate of 9 percentage points above the base rate. If Memodo is able to prove higher damages resulting from the default, it is entitled to claim these.
8. If, after conclusion of the contract, it becomes apparent that Memodo’s claim for payment is at risk due to the customer’s inability to pay, Memodo shall be entitled to the rights under Section 321 of the German Civil Code (BGB) (defence of uncertainty). In this case, Memodo is entitled to demand advance payment or security for all claims arising from all existing contracts and to refuse to fulfil all existing contracts until such advance payment or security has been provided. 

9. The customer is obliged to inform Memodo immediately in writing of the following changes: 

   a. changes to the address, business name or company name; 
   b. Changes in ownership or the shareholder structure; 
   c. changes to the legal form (in particular conversion, merger, change of legal form); 
   d. other circumstances that significantly affect the customer’s financial circumstances, in particular an application for insolvency, enforcement measures or the protest of a bill of exchange or cheque. 

§ 17 Right of Retention, Set-Off, Assignment

1. All rights of retention – regardless of the legal relationship – are excluded vis-à-vis Memodo, unless the claims are undisputed and/or have been legally established.
2. The customer is only entitled to set off against undisputed and/or legally established claims.
3. Section 215 of the German Civil Code (BGB) (set-off and right of retention after the expiry of the limitation period) remains unaffected.
4. The customer’s rights may only be assigned to third parties with Memodo’s consent. Memodo shall not refuse consent to the assignment if the customer can demonstrate legitimate grounds for the assignment and these outweigh Memodo’s legitimate interests.

§ 18 Retention of Title

1. Memodo retains title to all goods delivered by Memodo (hereinafter “goods subject to retention of title”) until all claims of Memodo arising from the business relationship with the customer, including future claims arising from contracts concluded at a later date, have been settled. This shall also apply to a balance in Memodo’s favour if individual or all of Memodo’s claims are included in a current account and the balance has been struck.
2. The customer must insure the goods subject to retention of title adequately, in particular against fire and theft. Claims against the insurance company arising from a loss event relating to the goods subject to retention of title are hereby assigned to Memodo in the amount of the value of the goods subject to retention of title. Memodo accepts this assignment.
3. The goods subject to retention of title may neither be pledged to third parties nor transferred as security prior to full payment of the secured claims. The customer must notify Memodo immediately in writing or in text form if an application is made to open insolvency proceedings or if third parties (e.g. through attachment) gain access to the goods belonging to Memodo.
4. In the event of the Customer’s breach of contract, in particular failure to pay the purchase price due, Memodo shall be entitled, in accordance with statutory provisions, to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, Memodo is entitled merely to demand the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price due, Memodo may only assert these rights if Memodo has previously set the customer a reasonable deadline for payment without success, or if setting such a deadline is dispensable under the statutory provisions. 

5. The customer is authorised, until revoked in accordance with (c) below, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition. 

   a. The retention of title extends to the full value of the products resulting from the processing, mixing or combining of Memodo’s goods, whereby Memodo shall be deemed the manufacturer of such products. If, in the event of processing, mixing or combining with goods belonging to third parties, the third parties’ right of ownership remains in force, Memodo shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered subject to retention of title. 
   b. The customer hereby assigns to Memodo, by way of security, all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of Memodo’s share of co-ownership in accordance with the preceding paragraph. Memodo accepts the assignment. The customer’s obligations set out in paragraph 3 shall also apply in respect of the assigned claims. 
   c. The Customer remains authorised, alongside Memodo, to collect the claim. Memodo undertakes not to collect the claim so long as the Customer meets its payment obligations to Memodo, there is no impairment of its ability to pay, and Memodo does not assert the retention of title by exercising a right in accordance with paragraph 4. If this is the case, however, Memodo may demand that the Customer disclose to Memodo the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. Furthermore, in this case, Memodo shall be entitled to revoke the Customer’s authority to further sell and process the goods subject to retention of title. 
   d. If the realisable value of the securities exceeds Memodo’s claims by more than 10%, Memodo shall, at the customer’s request, release securities of Memodo’s choosing. 

6. In the case of VAT-exempt intra-Community supplies pursuant to Section 4(1)(b) in conjunction with Section 6a of the German VAT Act (UStG), title to the goods shall remain with Memodo until receipt of the confirmation of arrival or until payment of the subsequently invoiced VAT.

§ 19 Cancellation of Orders

1. Cancellation of a contract already concluded by the customer is generally excluded. Memodo may agree to a cancellation in exceptional cases, in particular if 

   a. the goods are not yet ready for dispatch (Section 19(2)), 
   b. there are no grounds for exclusion under Section 19(3), and 
   c. the conditions set out in this paragraph are met. 

In the event of a cancellation accepted by Memodo, a cancellation fee of 10% of the net value of the goods shall apply, subject to a minimum of EUR 100.00. This fee serves as a lump-sum cover for costs already incurred (e.g. reservation costs, processing costs, procurement costs). The customer is free to provide evidence of lower actual costs incurred by Memodo. Memodo is entitled to provide evidence of higher actual damages. Memodo reserves the right to adjust the minimum amount to reflect changes in cost structures, subject to reasonable notice; for cancellation requests already confirmed, the amount valid at the time of the request shall apply. The cancellation fee shall not apply if Memodo has postponed a delivery date confirmed in the order confirmation more than twice, provided that no case under Section 11 of the General Terms and Conditions applies. 

2. Cancellation is only possible provided that the goods have not yet been prepared for dispatch. Goods are deemed to have been prepared for dispatch once they have been properly picked, packed and written off Memodo’s stock by being handed over or made available for handover to the contracted carrier. The relevant time is documented by the write-off process in Memodo’s inventory management system. Once the goods have been prepared for dispatch, only the return conditions set out in Section 20 of the Terms and Conditions apply. 

3. Cancellation by the customer is excluded for the following types of goods: 

a. Project goods within the meaning of Section 8(3) of the General Terms and Conditions; 
b. B-grade goods within the meaning of Section 22(2) of the General Terms and Conditions; 
c. Promotional goods within the meaning of Section 19(4) of the General Terms and Conditions; 
d. Goods for which product extensions have already been activated or used via an activation code; 
e. Goods that have been manufactured or procured on the basis of individual customer specifications, or which Memodo has procured specifically from the manufacturer or supplier on the basis of the customer’s order (procured goods). 

4. If goods are offered as part of sales promotions or manufacturer promotions, or if discounts such as an extended warranty or a free gift of other items are granted (“promotional goods”), cancellation is also not possible. 

5. If the customer has already made an advance payment at the time of cancellation, Memodo shall refund the advance payment amount, less the cancellation fee incurred in accordance with paragraph 1, within 14 calendar days of receipt of the written or text-based confirmation of cancellation by Memodo. The customer is only entitled to a credit note for the full amount of the advance payment if the cancellation fee under paragraph 1 does not apply or if Memodo has demonstrated that the costs incurred were lower. 

6. Memodo is entitled to reject an order from the customer as long as no order confirmation within the meaning of Section 3(5) of the General Terms and Conditions has been issued. There is no obligation to state reasons for the rejection. 

7. After issuing an order confirmation, Memodo is entitled to cancel (rescind) the contract by means of a written or text-based declaration if 

a. there is a case of non-delivery by the upstream supplier in accordance with § 10 of the General Terms and Conditions and no corresponding covering transaction can be concluded; 
b. there is a case of force majeure or unforeseen obstacles in accordance with Section 11 of the General Terms and Conditions, which results in a permanent impossibility of delivery; 
c. the order confirmation is demonstrably based on a clerical, printing or technical transmission error in the pricing (Section 3(6) of the General Terms and Conditions); 
d. circumstances become known after the conclusion of the contract which constitute a significant deterioration in the customer’s financial position and seriously jeopardise the claim to payment of the purchase price (Section 321 of the German Civil Code (BGB) by analogy); 
e. the customer fails to make an agreed advance payment despite a deadline being set, and Memodo consequently withdraws from the contract pursuant to Section 13(4) of the General Terms and Conditions; 
f. an obstacle under export control law arises pursuant to Section 21 of the GTC, which precludes lawful delivery. 

8. Memodo shall inform the customer of a cancellation pursuant to paragraph 7 without delay, but no later than within five working days of becoming aware of the reason for the cancellation, in writing or in text form. 

9. In the event of a justified cancellation by Memodo pursuant to paragraph 7, Memodo is obliged to refund any advance payments already made by the customer in full and without delay, at the latest within 14 calendar days. Any further claims for damages by the customer are – to the extent permitted by law – limited to direct damage; loss of profit or consequential damages are excluded, unless Memodo caused the cancellation intentionally or through gross negligence. Section 24 of the General Terms and Conditions applies mutatis mutandis. 

10. Memodo shall not be entitled to the right of cancellation under paragraphs 7(a) and (b) if Memodo has expressly assumed the procurement risk pursuant to Section 276 of the German Civil Code (BGB) or a delivery guarantee pursuant to Section 8(5) of the General Terms and Conditions. 

11. Section 7 of the General Terms and Conditions applies to the form of cancellation – whether by the customer or by Memodo. 

12. Any statutory rights of withdrawal on the part of the customer remain unaffected. 

§ 20 Return of Goods by the Customer

1. Returns may be requested by the customer up to 14 calendar days after receipt of the goods, subject to the conditions set out below. Section 7 of the General Terms and Conditions applies to the form of the return request.
2. The costs for restocking the goods (hereinafter: “return costs”) amount to 10% of the value of the goods, but at least EUR 50. This fee serves to cover costs already incurred. The customer is free to provide evidence of lower restocking costs.
3. For Memodo to approve the return, the goods must be unused, undamaged and in their original packaging. The customer must confirm the undamaged condition of the goods prior to the return being approved by providing clear photographs and their signature.
4. If the return is approved, the goods will be collected or a return label provided by a transport company commissioned by Memodo. The customer must bear the costs incurred for this.
5. Project goods, promotional goods and B-grade goods within the meaning of Section 22(2) of the Terms and Conditions are excluded from return. Goods for which product extensions have already been activated or used via an activation code are also excluded from return.
6. As soon as the returned goods have been received by Memodo, they will be inspected by Memodo in the warehouse in accordance with the requirements set out in paragraph 3.
7. If the inspection is successful, the customer will receive a credit note for the value of the goods minus the relevant transport and return costs.
8. Any statutory rights of withdrawal or warranty claims of the customer remain unaffected. 

§ 21 Export Control and Compliance with Environmental Regulations

1. Unless otherwise agreed contractually with the customer, the delivered goods are intended for initial placing on the market within the Federal Republic of Germany or, in the case of delivery outside the Federal Republic of Germany, to the agreed country of first delivery (country of first delivery).
2. The export of certain goods by the customer from there may be subject to authorisation – e.g. due to their nature, intended use or final destination. The customer is obliged to verify this themselves and to strictly observe the relevant export regulations and embargoes for these goods, insofar as they export the goods supplied by Memodo or have them exported by third parties. Furthermore, the customer is obliged to ensure that, prior to transporting the goods to a country other than the initial country of delivery agreed with Memodo, the necessary national product approvals or product registrations are obtained and that the requirements laid down in the national law of the country concerned regarding the provision of user information in the local language, as well as all import regulations, are met. 

3. In particular, the customer shall verify and ensure, and provide evidence to Memodo upon request, that 

   a. the goods supplied are not intended for any defence-related, nuclear or weapons-related use; 
   b. no companies or individuals listed on the US Denied Persons List (DPL) are supplied with goods of US origin, US software or US technology; 
   c. no companies or individuals listed on the US Warning List, US Entity List or US Specially Designated Nationals List are supplied with goods of US origin without the relevant authorisation; 
   d. no goods are supplied to companies or individuals listed on the Specially Designated Terrorists List, the Foreign Terrorist Organisations List, the Specially Designated Global Terrorists List, the EU Terrorist List or other relevant negative lists for export controls; 
   e. no military recipients are supplied with the goods we deliver; - no recipients are supplied where there is a breach of other export control regulations of the EU or the ASEAN states; 
   f. all early warning notices issued by the competent German or national authorities of the respective country of origin of the delivery are observed. 

4. Access to and use of goods supplied by Memodo may only take place once the customer has carried out the checks and safeguards set out above; otherwise, the customer must refrain from the intended export and Memodo shall not be obliged to perform.
5. The customer is obliged, when passing on the goods supplied by Memodo to third parties, to impose the same obligations on such third parties as set out in paragraphs 1 to 4 and to inform them of the necessity of complying with such legal provisions.
6. In the event of an agreed delivery outside the Federal Republic of Germany, the Customer shall ensure, at its own expense, that all national import regulations of the country of first delivery are complied with in respect of the goods to be delivered by Memodo.
7. The Customer shall indemnify Memodo against all damages and expenses resulting from any culpable breach of the above obligations set out in paragraphs 1 to 6. 

8. Customers are required to comply with the following EU directives and regulations, as well as the relevant national laws 

   a. EU Waste Electrical and Electronic Equipment (WEEE) Directive 2012/19/EU 
   b. EU Packaging Regulation (PPWR) — Regulation (EU) 2025/40 
   c. EU Batteries and Waste Batteries Regulation 2023/1542/EU 

§ 22 Warranty for Defects

1. Memodo is liable for defects in accordance with the applicable statutory provisions, unless otherwise specified below. In all cases, the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the customer’s rights arising from separately issued guarantees, in particular those provided by the manufacturer, remain unaffected.
2. The supply of ‘B-grade goods’ is subject to the exclusion of any warranty for material defects. ‘B-grade goods’ are either used goods or goods that show signs of damage, in particular transport or logistics damage, which may result, for example, in cosmetic defects to the packaging and the goods themselves. Memodo is not obliged to test the functionality of “B-grade goods”. B-grade goods may be delivered repackaged or in their original packaging. The exclusion of warranty for material defects does not apply to claims arising from injury to life, limb or health, fraudulent, intentional or grossly negligent conduct, or from a breach of material contractual obligations on the part of Memodo. Material contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely.
3. Memodo’s liability for defects is based primarily on the agreement reached regarding the quality and intended use of the goods (including accessories and assembly and installation instructions). In this context, all product descriptions and manufacturer’s specifications that form part of the individual contract or were publicly disclosed by us (in particular in catalogues or on our website) at the time the contract was concluded shall be deemed to constitute an agreement on quality. Where the quality has not been agreed, the existence of a defect shall be assessed in accordance with the statutory provisions (Section 434(3) of the German Civil Code (BGB)). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the product label, shall take precedence over statements made by other third parties.
4. Minor colour variations within a single delivery are due to production and must be accepted by the customer. In the case of repeat orders of the same goods, deviations in dimensions and/or colour from previous batches cannot be ruled out for technical and material reasons and do not constitute a warranty claim. Other visual defects, such as scratches, which do not affect the functionality of the goods, also do not constitute a defect in the legal sense.
5. In the case of goods with digital elements or other digital content (e.g. software), Memodo is only obliged to provide the digital content (e.g. software updates) to the extent that this is expressly stipulated in a quality agreement in accordance with paragraph 2. In all other cases, the provision of digital content is the responsibility of the manufacturer. Memodo accepts no liability for public statements made by the manufacturer or other third parties.
6. When reporting a defect, the customer must describe and specify it in detail so that Memodo can investigate the cause of the fault in order to assess any warranty obligations on Memodo’s part.
7. If the goods delivered are defective, Memodo may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering goods free from defects (replacement). If the type of subsequent performance chosen by Memodo is unreasonable for the customer in the individual case, they may refuse it. Memodo’s right to refuse subsequent performance under the statutory conditions remains unaffected.
8. Memodo is entitled to make the required subsequent performance conditional upon the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price proportionate to the defect.
9. The customer must give Memodo the time and opportunity required for the remedial action owed, in particular to hand over the goods subject to complaint for inspection purposes. In the event of a replacement delivery, the customer must return the defective goods to Memodo at Memodo’s request in accordance with the statutory provisions; however, the customer has no right of return. Subsequent performance shall not include the removal, dismantling or deinstallation of the defective goods, nor the fitting, attachment or installation of goods free from defects, if Memodo was not originally obliged to provide these services; the customer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
10. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, as well as any removal and installation costs, shall be borne or reimbursed by Memodo in accordance with statutory provisions and these General Terms and Conditions if a defect actually exists. Otherwise, Memodo may demand reimbursement from the customer for the costs incurred as a result of the unjustified request for rectification of defects, if the customer knew or should have realised that no defect actually existed.
11. Unless otherwise expressly agreed in writing or in text form, Memodo provides a warranty for material defects for a period of 12 months, calculated from the date of delivery of the goods to the customer; in the event of the customer’s refusal to accept or take delivery, from the time of the first delivery of the goods to the destination specified by the customer in accordance with DAP (see Section 9(1) of the General Terms and Conditions).
12. The limitation period set out in paragraph 11 shall not apply to claims for damages arising from a guarantee, the assumption of a procurement risk within the meaning of Section 276 of the German Civil Code (BGB), claims arising from injury to life, limb or health, or from fraudulent, intentional or grossly negligent conduct on the part of Memodo, or in the cases provided for in Sections 478, 479 of the German Civil Code (BGB) (recourse in the supply chain), Section 438(1)(2) of the German Civil Code (BGB) (construction of buildings and supply of goods for buildings) and Section 634a(1)(2) of the German Civil Code (BGB) (construction defects) or where a longer limitation period is otherwise mandatory under law. The priority of individual agreements pursuant to Section 305b of the German Civil Code (BGB) remains unaffected. The above provision does not entail a reversal of the burden of proof.
13. Memodo accepts no warranty under Sections 478 and 479 of the German Civil Code (BGB) (recourse in the supply chain – supplier recourse) if the customer has processed, manufactured or otherwise altered the products supplied by Memodo under the contract, insofar as this does not correspond to the contractually agreed intended purpose of the goods.
14. Memodo’s warranty (claims arising from a breach of duty due to poor performance in the case of material defects) and the resulting liability are excluded insofar as defects and related damage are not demonstrably attributable to faulty materials, faulty design, defective workmanship, faulty manufacturing materials or, where applicable, defective instructions for use. In particular, the warranty and the resulting liability arising from a breach of duty due to poor performance are excluded for consequences of incorrect use, unsuitable storage conditions, and for the consequences of chemical, electromagnetic, mechanical or electrolytic influences which do not correspond to the average standard influences specified in our product description, in any deviating agreed product specification, or in the relevant product-specific data sheet provided by us or the manufacturer. The foregoing shall not apply in the event of fraudulent, grossly negligent or intentional conduct on our part, or injury to life, limb or health, the assumption of a guarantee, a procurement risk pursuant to Section 276 of the German Civil Code (BGB) or liability under a mandatory statutory liability provision. 

§ 23 Obligation to inspect and give notice of defects

1. The customer is obliged to inspect the delivered goods immediately upon delivery by competent specialist staff.
2. In the event of transport damage, the provisions of Memodo GmbH’s transport conditions shall apply in addition.
3. Where the goods delivered consist of modules, the bottom and top modules of each pallet must in all cases be inspected for glass breakage.
4. Any material defects identified during the inspection must be reported to Memodo by the customer without delay, but no later than seven days after delivery. Hidden material defects must be reported to Memodo by the customer without delay upon discovery and no later than seven days after discovery. However, once the limitation period for warranty claims under Section 22(11) of these Terms and Conditions has expired, no warranty claim may be made against Memodo, regardless of whether a defect has been discovered.
5. Failure to give notice of defects in accordance with the above provisions of Section 23 of the Terms and Conditions excludes any claim by the customer for breach of duty arising from material defects. This shall not apply in the event of intentional, grossly negligent or fraudulent conduct on the part of Memodo, in the event of injury to life, limb or health, or the assumption of a guarantee of freedom from defects, or a procurement risk pursuant to Section 276 of the German Civil Code (BGB), or other mandatory statutory grounds for liability. The special provisions regarding final delivery of the goods to a consumer (supplier’s right of recourse, Sections 478, 479 of the German Civil Code (BGB)) remain unaffected.
6. In the case of goods intended for fitting, attachment or installation, the loss of warranty rights under paragraph 5 shall also apply if the defect only became apparent after the relevant processing as a result of a breach of the duties to inspect and give notice of defects; in this case, in particular, the customer shall have no claim for reimbursement of the corresponding costs (“removal and installation costs”). 

§ 24 Liability

1. Claims for damages by the customer against Memodo, regardless of the legal basis, are excluded. This does not apply to claims for damages by the customer arising from injury to life, limb or health, or from the breach of essential contractual obligations, nor to liability for other damages resulting from an intentional or grossly negligent breach of duty by Memodo, Memodo’s legal representatives or vicarious agents. Essential contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely.
2. In the event of a breach of essential contractual obligations, Memodo shall only be liable for foreseeable damage typical of the contract if such damage was caused by simple negligence, unless the customer’s claims for damages arise from injury to life, limb or health. Paragraph 5 below remains unaffected by this.
3. Similarly, in the event of a breach of duty due to gross negligence, Memodo shall only be liable for foreseeable damage typical of the contract, unless the customer’s claims for damages arise from injury to life, limb or health. Paragraph 5 below remains unaffected.
4. The limitations set out in paragraphs 1 to 3 shall apply to the same extent in favour of Memodo’s executive bodies, executive and non-executive employees and other vicarious agents, as well as Memodo’s subcontractors, where claims are brought directly against them.
5. The limitations of liability arising from paragraphs 1 to 4 shall not apply where the damage is attributable to a defect and Memodo has fraudulently concealed the defect, Memodo is otherwise guilty of fraud, Memodo has assumed a guarantee for the quality of the goods or a procurement risk within the meaning of Section 276 of the German Civil Code (BGB), or in the event of default, provided that a fixed delivery and/or performance date had been agreed. The same applies where the contracting parties have reached an agreement regarding the quality of the goods. Liability under mandatory statutory provisions, in particular the Product Liability Act, remains unaffected.
6. Memodo shall not be liable for damage caused by force majeure, acts of war, terrorism or natural disasters, epidemics and pandemics and the resulting disruption to transport, in particular maritime transport, as well as other transport disruptions or other events for which Memodo is not responsible. The same applies to other events for which Memodo is not responsible, such as strikes, lockouts or official orders issued by public authorities at home or abroad.
7. Memodo shall not be liable for free technical advice, planning or product compatibility. This shall not apply in cases of intent or gross negligence.
8. Claims by customers for damages arising from the contractual relationship may only be asserted within a limitation period of one year from the statutory commencement of the limitation period. The period begins at the time specified in Section 199 of the German Civil Code (BGB). It expires at the latest upon the expiry of the maximum periods specified in Section 199(3) and (4) of the German Civil Code (BGB). The limitation period shall not apply where Memodo is guilty of wilful misconduct or gross negligence, to claims arising from injury to life, limb or health, or in the case of a claim based on a tortious act or an expressly assumed guarantee or assumption of a procurement risk pursuant to Section 276 of the German Civil Code (BGB), or where a longer limitation period is mandatory under law. The priority of individual agreements pursuant to Section 305b of the German Civil Code (BGB) remains unaffected. The above provision does not entail a reversal of the burden of proof. 

§ 25 Impairment of accessibility

1. The availability of the online shop is 98.5% on an annual average, including maintenance work; however, availability must not be impaired or interrupted for more than 2 (two) consecutive calendar days.

§ 26 Copyright and Industrial Property Rights, Confidentiality

1. Memodo reserves all ownership and copyright rights to the samples, images, drawings, data, cost estimates and other documents relating to Memodo’s goods and services disclosed or provided to the customer, as well as to the images of the goods in the online shop.
2. The customer undertakes to treat the samples, data and/or documents listed in the preceding sentence as confidential and not to make them accessible to third parties, unless Memodo gives its express consent in writing or in text form.
3. The samples, data and/or documents listed must be returned to Memodo upon request, provided that an order based thereon is not placed with Memodo. 

§ 27 Choice of Law

1. These General Terms and Conditions, including the manner of their formation, as well as all rights and obligations arising therefrom, are governed by German law, with the exception of the UN Convention on Contracts for the International Sale of Goods.
2. This also applies to all non-contractual claims arising in connection with these General Terms and Conditions. 

§ 28 Place of Jurisdiction

1. If the customer is a trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes in connection with the General Terms and Conditions shall be Memodo’s registered office.
2. Memodo is, however, entitled to bring legal proceedings against the customer at their general place of jurisdiction. If the customer has no general place of jurisdiction in Germany or in another EU Member State, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract shall be Memodo’s registered office. 

§ 29 Severability Clause

1. Should any provision of these General Terms and Conditions be or become wholly or partially invalid, void or unenforceable for reasons relating to the law governing general terms and conditions pursuant to Sections 305 to 310 of the German Civil Code (BGB), the statutory provisions shall apply.
2. Should any present or future provision of these General Terms and Conditions be or become wholly or partially invalid/void or unenforceable, in whole or in part, for reasons other than those relating to the law governing general terms and conditions pursuant to Sections 305 to 310 of the German Civil Code (BGB), this shall not affect the validity of the remaining provisions of these General Terms and Conditions, unless the performance of the contract – even taking into account the following provisions – would constitute an unreasonable hardship for one of the parties. The same shall apply if a gap requiring supplementation arises after the conclusion of the contract.
3. Contrary to any principle whereby a severability clause is generally intended merely to reverse the burden of proof, the validity of the remaining contractual provisions shall be maintained under all circumstances, thereby waiving Section 139 of the German Civil Code (BGB) in its entirety.
4. The parties shall replace any provision that is invalid, void or unenforceable for reasons other than the provisions concerning the law on general terms and conditions under Sections 305 to 310 of the German Civil Code (BGB), or any gap requiring filling, with a valid provision that corresponds in its legal and economic substance to the invalid/void/unenforceable provision and the overall purpose of the General Terms and Conditions. Section 139 of the German Civil Code (partial invalidity) is expressly excluded. If the invalidity of a provision is based on a level of performance or a time limit (deadline or date) specified therein, the provision shall be agreed upon with a legally permissible level that comes as close as possible to the original level. 

version 04-2026

version 02-2025

version 10-2023

This English version of the General Terms and Conditions is provided for information and transparency purposes only. The German version (Allgemeine Geschäftsbedingungen) is the legally binding document. All references to statutory provisions refer to German law. In the event of any discrepancy between the English and German versions, the German version shall prevail.

§ 1 Scope 

1. Deliveries by Memodo GmbH (hereinafter: “Memodo”) to customers are made on the basis of the General Terms and Conditions of Sale of Memodo GmbH or, in the case of orders placed via the online shop, on the basis of the General Terms and Conditions – E-Commerce of Memodo GmbH, as well as in accordance with the following Transport Conditions.
2. The Transport Conditions apply only to entrepreneurs within the meaning of Section 14(1) of the German Civil Code (BGB), legal entities under public law or special funds under public law. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the course of their commercial or self-employed professional activity.
3. Any deviating, conflicting or supplementary general terms and conditions of the customer shall not apply. Even if not expressly rejected in individual cases, they shall not form part of the contract unless Memodo expressly agrees to their validity in writing or in text form. Such consent shall apply only to the specific individual case, not to previous or future services. Any terms to the contrary, unless specified in an order placed by the customer with Memodo, shall not apply.
4. Where agreements between the parties contain provisions that deviate from the transport conditions, the individually agreed contractual rules shall take precedence.
5. Unless otherwise agreed, the terms and conditions of carriage shall apply in the version valid at the time of the customer’s order. 

§ 2 Delivery terms

1. Delivery by Memodo shall be made DAP to the delivery location specified by the customer in accordance with the International Commercial Terms (INCOTERMS 2020), unless another trade clause from INCOTERMS 2020 is specified in the order confirmation.
2. Memodo shall commission a transport company of its choice to carry out the delivery in its own name and at its own expense. The transport costs incurred in this regard shall be invoiced to the customer in accordance with the provisions of § 3 of the Transport Conditions.
3. Delivery shall be made either to the customer’s warehouse or to the construction site specified by the customer. 

§ 3 Transport Costs and Surcharges

1. Unless otherwise stipulated in these terms and conditions, in quotations or in order confirmations, all orders are subject to transport and delivery charges.
2. Transport costs are calculated based on the weight and volume of the goods ordered. The distance of the delivery address from the Memodo warehouse has no influence on the calculation of transport costs. For module quantities of up to and including 10 items and for carrier profiles of up to and including 12 items, an additional bulky goods surcharge will be applied. The applicable surcharges are shown during the ordering process and documented in the quotation and order confirmation.
3. For deliveries to other European countries, transport costs are calculated based on the weight and volume of the goods ordered, as well as the postcode of the recipient’s address. 

4. Under the following conditions, certain deliveries are free of transport and shipping costs: 

   a. For orders placed via the Memodo online shop and delivered to the same delivery address, deliveries within Germany and Austria are free of transport and shipping costs for net order values of EUR 6,000.00 or more. Deliveries to Switzerland are free of transport and shipping costs for net order values of EUR 10,000.00 or more; customs clearance is included, but import tax is not. 
   b. For orders placed outside the online shop, the above free-of-charge thresholds apply accordingly, provided this is expressly stated in the order confirmation or quotation. Unless expressly stated, transport costs will always be invoiced separately. 
   c. Memodo reserves the right to adjust the above free-of-charge thresholds to changes in market and freight costs with reasonable notice. For contracts already concluded by order confirmation, the free-of-charge threshold valid at the time of the order confirmation applies. 

5. The provisions regarding free delivery pursuant to Section 3(4) do not apply to: 

   a. Container deliveries; for these, a flat-rate transport charge is applied, which is communicated separately to the customer prior to the conclusion of the contract and documented in the order confirmation; 
   b. Project goods within the meaning of Section 6(3) of the General Terms and Conditions of Sale of Memodo GmbH, as well as orders subject to individually agreed special terms; for these, transport costs are always charged separately; 
   c. Goods which, due to their weight, volume or special transport requirements, require special delivery and are marked as subject to special delivery in the online shop, in the quotation or in the order confirmation; for these, transport costs are always charged separately and shown in the order confirmation. 

6. For energy storage systems and other goods classified as dangerous goods under the applicable regulations for the transport of dangerous goods by road (ADR) or under the German Dangerous Goods Transport Act (GGBefG), a dangerous goods surcharge applies to all shipments. For sea freight shipments, an additional surcharge applies for the required IMO dangerous goods declaration. The applicable surcharges for the transport of dangerous goods are shown during the ordering process and documented in the quotation and the order confirmation.
7. If, due to its weight, volume or nature, the delivery of goods requires the use of special transport equipment (e.g. a crane vehicle, a heavy-duty lorry with an opening body) or special unloading services, the customer will be informed of the delivery requirements and the estimated additional costs prior to the conclusion of the contract. The customer is obliged to provide truthful and complete information regarding the delivery situation (in particular access options, available unloading equipment, staffing requirements). If additional costs arise due to incorrect or incomplete information provided by the customer (e.g. for a return journey, waiting times, return transport or the subsequent provision of unloading equipment), these shall be borne by the customer. The estimated costs of the special delivery shall be stated in the quotation and in the order confirmation; the final amount shall be invoiced after delivery has been completed.
8. In the case of a VAT-exempt intra-Community supply pursuant to Section 4(1)(b) in conjunction with Section 6a of the German VAT Act (UStG), the customer is obliged to sign a confirmation of arrival and return it to Memodo by post or email, bearing the company stamp. The return must be made within 30 calendar days of the handover of the goods. If the confirmation of delivery is not submitted within the specified period, Memodo is entitled to charge VAT retrospectively. With regard to the retention of title to the goods until receipt of the confirmation of delivery or until payment of the retrospectively charged VAT, reference is made to Section 16(6) of the General Terms and Conditions of Sale of Memodo GmbH. 

§ 4 Reporting of Transport Damage

1. If goods are delivered to the customer’s warehouse by a transport company in an obviously damaged condition, the customer is obliged, upon acceptance of the goods, report this damage immediately upon delivery to the carrier by noting this complaint in writing or in text form in the freight documents, the forwarding agent’s delivery note or on another suitable document, whereby a note on the delivery note is not sufficient.
2. If delivery is made to the construction site of the customer’s contractual partner (“end customer”) designated by the customer, the customer must ensure that the end customer, acting as the customer’s representative upon receipt, inspects the goods for obvious damage upon acceptance and immediately reports any damage found to the carrier upon delivery. The complaint must be made in such a way that the damage is noted in writing or in text form in the freight documents, the forwarding agent’s handover note or on another suitable document, whereby a note on the delivery note is not sufficient.
3. Any damage report in accordance with paragraphs 1 to 2 above must be countersigned by the actual carrier on the documents referred to in paragraphs 1 and 2 above. The signature of the actual carrier and the registration number of the lorry or any other transport vehicle are mandatory.
4. The customer is also obliged to report the damage complained of to the carrier to Memodo in writing or in text form immediately after delivery of the obviously damaged goods.
5. In the case of transport damage not visible from the outside, the customer is obliged to report this to Memodo in writing or in text form no later than 5 (five) calendar days after delivery of the goods to the customer or to the construction site designated by the customer. Memodo will then forward the damage report within a further 2 (two) calendar days to the transport company with which Memodo has contracted the relevant transport. 

§ 5 Exceeding the Delivery deadline by the Transport Company

1. If the carrier has not delivered the goods to the customer or to the construction site specified by the customer within the agreed delivery period, the customer – or the end customer in the case of delivery to the construction site – may lodge a complaint regarding this delay with the carrier immediately upon delivery.
2. In order to assert claims arising from the breach of the delivery deadline, the customer must report the late delivery to the transport company with which Memodo has contracted the relevant transport, in writing or in text form, no later than 21 calendar days after delivery of the goods to the customer or to the construction site designated by the customer.
3. The notification of the breach of the delivery deadline may also be made by the customer sending the relevant notification to Memodo, whereupon Memodo shall forward this notification to the transport company, specifying the recipient of the delivery in question. In this case, the Customer must report the delay in delivery in writing or in text form no later than 19 (nineteen) calendar days after delivery of the goods to the Customer or to the construction site designated by the Customer. Memodo will then forward the notification within a further 2 (two) calendar days to the transport company with which Memodo has contracted the relevant transport. 

§ 6 Reference to Memodo’s General Terms and Conditions of Sale

In all other respects, reference is made to the General Terms and Conditions of Sale of Memodo GmbH and to the General Terms and Conditions – E-Commerce of Memodo GmbH for orders placed via the online shop regarding further provisions on the delivery of the goods, in particular concerning Memodo’s liability and warranty rights.

Version: 04-2026

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II. Customer Information

1.  Identity of the seller/ supplier 

Memodo GmbH
Linprunstrasse 16
80335 Munich
Germany
Telefon: +49 (0) 89 904 10 15 00
E-Mail: info@remove-this.memodo.de

2.  Privacy Policy

We will process all personal data you provide (title, name, address, date of birth, email address, telephone number, fax number, bank details, credit card number) exclusively in accordance with the provisions of German data protection law.

You can access our data protection policy at  www.memodo-shop.com/data-protection/. If you have any questions or concerns regarding data protection, please contact our Data Protection Officer at: datenschutz@remove-this.memodo.de