B2B terms and conditions
General Terms and Conditions (GTC) of FRANZIS GmbH for business customers and sales partners
Last updated: March 2026
§1 Scope
(1) These General Terms and Conditions apply to all business relationships between FRANZIS GmbH (hereinafter "FRANZIS") and its business customers, sales partners, resellers and other entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
(2) FRANZIS only recognises conditions of the purchaser that conflict with or deviate from these terms and conditions if FRANZIS has expressly agreed to their validity in writing.
(3) These GTC also apply to all future transactions with the purchaser, even if they are not expressly agreed again.
§2 Offer and conclusion of contract
(1) Offers made by FRANZIS are subject to change and non-binding unless they are expressly marked as binding.
(2) Orders are deemed to be an offer by the purchaser. FRANZIS is entitled to accept this offer within two weeks.
(3) Offer documents, calculations, price lists and other documents are to be treated confidentially and may not be passed on to third parties without the prior written consent of FRANZIS.
§3 Prices, shipping costs and terms of payment
(1) All prices are ex warehouse plus the statutory VAT applicable at the time.
(2) Shipping and freight costs are charged additionally unless expressly agreed otherwise.
(3) Invoices are generally issued by FRANZIS GmbH.
(4) Unless otherwise agreed, invoices are payable net without deduction within 30 days.
§4 Delivery, shipping and delay in delivery
(1) The goods are delivered via the logistics partner Loewe Logistics GmbH unless another shipping method has been expressly agreed.
(2) Delivery dates or delivery periods are only binding if they have been expressly confirmed in writing by FRANZIS. Otherwise, stated delivery times are considered non-binding guide values.
(3) Compliance with delivery periods requires that the purchaser has fulfilled its contractual obligations in good time and properly, in particular the clarification of all technical and commercial questions and any agreed advance payments.
(4) If FRANZIS is in default with a delivery and there is no force majeure, the purchaser must first set FRANZIS a reasonable grace period for performance. Only after this grace period has expired without result is the purchaser entitled to withdraw from the contract.
(5) Claims for damages due to delay in delivery – on whatever legal grounds – are limited to the foreseeable damage typical for the contract, unless FRANZIS has acted intentionally or with gross negligence.
(6) Partial deliveries are permissible insofar as they are reasonable for the purchaser.
(7) The risk of accidental loss or accidental deterioration of the goods passes to the purchaser upon handover to the shipping company.
§5 Seasonal goods, remissions and returns
(1) As a matter of principle, there is no right of return for seasonal products, in particular Advent calendars or comparable time-bound products.
(2) There is no general right of remission. Returns of merchandise are only permitted with the prior written consent of FRANZIS.
(3) Returns sent without prior consent may be rejected by FRANZIS or returned at the sender's expense.
(4) Any approved returns must be properly packed and must state the corresponding reference (e.g. order or invoice number).
§6 Software downloads and digital products
(1) For digital products and software, sales partners usually receive licence codes that entitle them to download the respective software.
(2) Sales partners are entitled to distribute these licence codes to end customers via their own online shops, download portals or comparable digital sales channels.
(3) Providing the actual software files on the sales partner's own servers or platforms is only permitted with the express written consent of FRANZIS. Without such consent, only the licence codes provided by FRANZIS may be distributed.
(4) Sales partners are obliged to ensure that licence codes are not made publicly accessible, distributed improperly or processed automatically.
(5) FRANZIS also works with affiliate partners. Affiliates refer customers to the FRANZIS online shop via links, advertising material or other digital references. In these cases, the sale is made directly by FRANZIS; the affiliate receives an agreed commission in accordance with the respective affiliate agreements.
(6) Sales partners may not carry out any misleading price or discount promotions when advertising and selling licence codes. In particular, no prices, discounts or special promotions may be communicated that are likely to deceive end customers about the actual price, the scope of services or the origin of the product.
(7) The resale of licence codes via so-called key reselling platforms or key marketplaces (e.g. G2A, Kinguin or comparable platforms) is not permitted without the express written consent of FRANZIS.
§7 Sales routes and distribution channels
(1) Sales partners undertake to comply with the agreed sales routes and distribution channels.
(2) Resale via unauthorised platforms, marketplaces or sales channels requires the prior written consent of FRANZIS.
§8 Use of image and film material
(1) Product images, graphics, texts, videos or other marketing materials provided by FRANZIS may only be used for the sale of the corresponding FRANZIS products.
(2) Changes, edits or adaptations of these materials are only permitted after prior consultation with FRANZIS.
(3) The use of product images from FRANZIS online shops or product databases is only permitted for the sale of the corresponding products.
(4) All copyrights and rights of use remain with FRANZIS or the respective rights holders.
(5) Product images, illustrations, technical data and other product information in catalogues, on websites, in data sheets or other advertising materials serve as a general product description. Minor deviations, in particular in packaging, design, colour, technical specifications or software versions, remain reserved insofar as they are reasonable for the purchaser and do not significantly impair the functionality or value of the product.
§9 Fixed book prices
(1) Insofar as statutory fixed book prices apply to FRANZIS products, the purchaser is obliged to comply with the retail prices set in each case.
(2) Price-fixed products may not be offered or sold, directly or indirectly, at prices other than the fixed prices, unless exceptions are provided for by law.
(3) The purchaser further undertakes to oblige any sales partners or platforms it uses to comply with the fixed book prices as well.
§10 Liability
(1) FRANZIS is liable without limitation for damage resulting from injury to life, body or health based on an intentional or negligent breach of duty.
(2) FRANZIS is only liable for other damage in the event of intent and gross negligence. In the event of simple negligence, FRANZIS is only liable for the breach of an essential contractual obligation (cardinal obligation). In this case, liability is limited to the foreseeable damage typical for the contract.
(3) The limitations of liability do not apply insofar as FRANZIS has assumed a guarantee or claims exist under the German Product Liability Act.
§11 Retention of title
The goods delivered remain the property of FRANZIS GmbH until all claims arising from the business relationship have been paid in full.
§12 Warranty
(1) The purchaser is obliged to inspect the goods immediately upon receipt.
(2) Obvious defects must be reported in writing within 10 days.
(3) In the case of justified defects, FRANZIS will, at its discretion, carry out rectification or replacement delivery.
§13 Confidentiality
(1) Offers, conditions, price lists and all business information of FRANZIS are to be treated confidentially.
(2) Disclosure to third parties is only permitted with the prior written consent of FRANZIS.
§14 Data protection
Information on the processing of personal data is set out in the privacy policy of FRANZIS GmbH. It is available online at: https://www.franzis.de/datenschutz
§15 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from the business relationship is Munich, provided that the contractual partner is a merchant.
FRANZIS GmbH
Richard-Reitzner-Allee 2
85540 Haar near Munich, Germany
Download the German version of the FRANZIS B2B GTC: FRANZIS B2B-AGB
Download the English version of the FRANZIS B2B Terms and Conditions: FRANZIS B2B GTC
In the event of discrepancies in content (due to translation) between the English and German versions, the wording of the German version shall be binding.