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Standard terms and conditions

General Terms and Conditions of Business
EIDEX GmbH

Valid: 01.07.2014

Art. 1 Scope of Application
(1) These Terms and Conditions of Business (the “Terms and Conditions”) are valid for all present and future business relations between the parties even if they should not be expressly agreed once more. All deliveries, services and offers of EIDEX GmbH shall be governed exclusively by these Terms and Conditions. They shall apply at the latest on receipt of the goods by the customer.
(2) Even if known to us, general terms and conditions of business that deviate from, conflict with or supplement these Terms and Conditions shall not become part of any contract unless we expressly consent to their application in writing.
(3) Declarations of intent which are given by EIDEX in connection with the conclusion of a contract shall always be deemed subject to correct and timely supply of EIDEX by its suppliers except where the fault for wrong delivery or non-delivery lies with EIDEX itself. If the performance of a contract proves to be impossible for EIDEX - for example due to the non-availability of a certain product - EIDEX will inform the customer accordingly without delay. Any counter-performance already made by the customer will be returned immediately.
(4) These Terms and Conditions of EIDEX apply towards both consumers and entrepreneurs except where a differentiation is expressly made in any particular clause.

Art 2 Formation of Contract
(1) Our offers are without engagement. We reserve the right to make technical changes as well as changes of form, colour and/or weight, provided such changes are within the limits of what is reasonable.
(2) Orders constitute binding offers. They can be accepted at EIDEX’s option within 2 weeks either by the sending of an order confirmation or sending of the ordered goods to the customer within the aforesaid period. If neither an acceptance of the offer nor delivery of the ordered goods is effected within the 2-week period, the customer’s offer shall be deemed refused.
(3) If a consumer orders goods through electronic channels, EIDEX will acknowledge receipt of the order without delay. The acknowledgement of receipt shall not yet count as firm acceptance of the order. The acknowledgement of receipt may, however, be combined with a declaration of acceptance.
(4) Any supplementary agreements going beyond the content of the written contract shall only be effective if they are confirmed in writing by a management officer of EIDEX GmbH with power of representation.
(5) We reserve title and copyright to illustrations, drawings, calculations and other documents. This also applies to any written documents which are designated as confidential. The customer may only pass them on to third parties with the express prior consent of EIDEX GmbH.

Art. 3 Prices
(1) The agreed prices are quoted ex warehouse and are subject to the addition of transport and packing costs and value added tax (VAT) at the statutory rate. Any additional deliveries or services will be charged for additionally.
(2) The customer is only entitled to make offset with counterclaims of his own if and insofar as these have been finally and absolutely established at law, are undisputed or have been recognized by EIDEX GmbH. Where the customer is an entrepreneur, any right to withhold payment is barred except where the counterclaim arises from one and the same contractual relationship and is undisputed or has been finally and absolutely established at law.

Right of Revocation for consumers

Art. 4 Information on Right of Revocation
(1) Right of Revocation
As a consumer, you have the right to revoke this contract without giving reasons within a period of 14 days.
The deadline for revocation is 14 days from the day on which you, or a third party named by you who is not the carrier of the goods, have or has taken possession of the goods or, where the order encompassed several items, the last item.
In order to exercise your right of revocation, you must inform us (EIDEX GmbH, summoning address: Schorner Strasse 1a, 82065 Baierbrunn, Tel.: +49 (89) 23 88 73-0, Fax: +49 (89) 23 88 73-29, E-Mail: info@eidex.de) of your decision to revoke this contract by means of an unequivocal declaration. You may use the specimen revocation form pre-prepared by us for this purpose, but are not obligated to do so. You may download and print out the specimen revocation form which can be found on the corresponding product page in our online shops. We also send this form to you together with the order confirmation. If you make use of this possibility, we will send you an acknowledgement of receipt of the revocation notice without delay (e.g. by email).
To comply with the revocation deadline, it is sufficient for you to send off the notice of exercise of your right of revocation before the deadline has expired.
(2) Consequences of Revocation
If you revoke this contract, we have a duty to refund to you all payments we have received from you, including the delivery costs (with the exception of any additional costs incurred by us as a result of you having opted for a different mode of delivery than the least expensive, standard form of delivery offered by us) without delay and on no account later than 14 days from the day on which we received your notice of revocation. For making refund, we shall use the same means of payment as was used by you for the original transaction, unless an express agreement has been made with you to the contrary; we will on no account make you any charge for the repayment. We may refuse to make refund until we have received back the goods or you have furnished proof of having sent them back, whichever is earliest.
You must send or hand back the goods to us, EIDEX GmbH, Schorner Strasse 1a, 82065 Baierbrunn (Tel.: +49 (89) 23 88 73-0) without delay, and on no account later than 14 days from the day on which you notified us of revocation of the contract. This deadline will be deemed met provided you send off the goods before it has expired.
The direct costs for returning the goods must be borne by you.
You need only provide compensation for loss of value of the goods if the loss of value is caused by handling of the goods by you in a manner not necessary for inspecting or testing their nature and quality, characteristics and mode of function.
(3) Exclusion of right of revocation
Please note that no right of revocation exists in cases where your order relates to the delivery of goods which
-  are made to your specifications or are unequivocally tailored to your personal requirements, or
-  are, by their nature, not suitable for returning, or
-  are liable to quickly spoil or whose use-by date has been exceeded.

End of Information on Right of Revocation

Art. 5 Time of Delivery and Performance, Force Majeure
(1) To be effective, delivery dates or periods, which may be agreed firm or without engagement, must be confirmed in writing by a management officer of EIDEX GmbH with power of representation.
(2) Even in cases where firm periods or dates of delivery have been agreed, EIDEX may not be deemed liable for delays in delivery or performance due to force majeure or events which significantly hinder or render delivery impossible for EIDEX – including and in particular strikes, lockouts, official orders, etc., and even where if it is suppliers or subcontractors of EIDEX who are directly affected by such circumstances. Such circumstances shall entitle EIDEX to defer delivery or performance for the duration of the impediment plus a reasonable start-up time or to wholly or partially rescind the contract in respect of the as yet unfulfilled part of it.
(3) If the impediment lasts for more than 3 months, EIDEX is entitled, after the allowance of reasonable additional time, to rescind the contract in respect of the as yet unfulfilled part of it. The customer may not assert any claims to compensation based on an extension in the delivery time or release of EIDEX from its obligation. EIDEX may only plead circumstances of the aforesaid kind if it has informed the customer of them beforehand.
(4) EIDEX has the right to make part-deliveries and effect part-performance.
(5) If it has been agreed that the customer will further specify its order to EIDEX, e.g. in respect of dimensions, design, model, colour or finish, and the customer has allowed the deadline agreed for such specification to expire, any resulting delay in delivery may not be imputed to EIDEX. EIDEX reserves the right to wholly or partially cancel an order which is not specified in good time.
(6) If goods are sold by EIDEX duty unpaid, any increase in import duty, value added tax and/or other taxes and/or duties shall not give the customer the right to cancel the order; nor may a change in quality regulations of any kind and/or objections or challenges raised on the basis of patents, trademarks or any other such rights by third parties result in any case whatsoever to cancellation of the order by the customer.
(7) If the customer does not take receipt of the goods immediately upon arrival, all costs arising as a result shall be borne by the customer. EIDEX shall have the right to sell the goods to a third party or to hold the original customer liable for any loss.
(8) EIDEX cannot deliver to the following countries:
(a) Cuba
(b) Iran
(c) Iraq
(d) Liberia
(e) Myanmar (Burma)
(f) North Korea
(g) Sierra Leone
(h) Sudan
(i) Syria
(j) Libya

Art. 6 Transfer of Risk
(1) If the customer is an entrepreneur, the risk shall pass to the customer as soon as the shipment has been placed by EIDEX or EIDEX’s supplier in the custody of the person performing transport or has left EIDEX’s warehouse for the purpose of shipment. If shipment is impossible through no fault of EIDEX, the risk shall pass to the customer on notification of readiness for dispatch.
(2) If the customer is a consumer, the risk of accidental loss or accidental deterioration of the item of sale shall, even in the case of mail order delivery, only pass to the buyer on handover of the item.
(3) Any delay in taking delivery on the part of the buyer shall be deemed tantamount to handover.

Art. 7 Warranty
(1) Unless agreed otherwise in writing, minor deviations in format, colour or material of the article as well as minor colour deviations in printing and other deviations in processing or finishing, e.g. in the case of engraving, embossing or embroidery, due to the nature of the material of the article and fluctuations in the material quality of an article within a batch shall be tolerated by the customer. Dimensions and quantities of the ordered goods will be complied with as accurately as possible. Deviations of 10% up or down are permitted and must be tolerated and may be charged for by EIDEX.
(2) If a delivery of EIDEX made under a contract for work and services is found to be defective, EIDEX will provide remedy under warranty. If the attempt at remedy fails, the customer may, at his option, demand either a reduction in price or cancellation of the contract. The same shall also apply if EIDEX seriously and conclusively refuses to effect remedy. The customer shall not be entitled to a right of cancellation if the breach of duty is not of a material nature. The aforesaid claims for defects shall become statute-barred after one year. This shall, however, not apply in the case of claims for compensation for defects. Art. 8 shall govern claims to compensation for defects.
(3) For all other contracts with customers, the following shall apply:
Where the customer is a consumer, EIDEX’s liability in the case of existence of a defect shall be governed by the statutory regulations.
Where the customer is an entrepreneur, EIDEX reserves the right to choose the mode of remedy.
Where the customer is a consumer, the limitation period for warranty claims is 2 years in the case of new items and 1 year in the case of used items. The period begins on the transfer of risk. This shall not apply in the case of claims for compensation for defects. Claims for compensation for defects are governed by Art. 8.
If the customer is an entrepreneur, the warranty period is always one year. The foregoing shall be without prejudice to the limitation period for recourse claims pursuant to §§ 478 and 479 BGB [German Civil Code]. This shall not apply in cases of claims for compensation for defects. Claims for compensation for defects shall be governed by Art. 8.
(4) All warranty claims shall lapse if the customer tampers with the contractual goods of his own volition or modifies them in any way, regardless of the extent of such modifications.
(5) The customer is not given any warranty by EIDEX in the legal sense. This shall have no effect on any manufacturer’s guarantees.

Art. 8 Liability
(1) EIDEX’s liability for breach of contractual duties or tort shall be limited to wilful intent and gross negligence. This shall not apply in the case of damage or injury to the life, limb or health of the customer or in the case of claims for breach of cardinal duties, i.e. duties arising from the nature of the contract and any breach of which endangers achievement of the purpose of the contract, or compensation for damage caused through delay or in cases of mandatory statutory liability, such as liability under the German Product Liability Act (“Produkthaftungsgesetz”). To this extent therefore EIDEX has liability for every degree of fault, though in the case of breach of cardinal duties only for foreseeable loss or damage.
(2) The aforesaid exclusion of liability shall also apply in the case of breach of obligations caused by minor negligence on the part of our vicarious agents and the legal representatives of EIDEX.
(3) Where liability for damage which is not based on injury or damage to life, limb or health of the customer is not ruled out on grounds of minor negligence, such claims shall become statute-barred after two years, starting with the accrual of the claim or, in the case of claims to compensation for a defect, from handover of the item.
(4) Insofar as EIDEX’s liability for compensation is excluded or limited, the same shall also apply to the personal liability for compensation of salaried or other employees, representatives and vicarious agents of EIDEX.

Art. 9 Cancellation Fees
(1) If a customer who is not a consumer rescinds a contract, compensation at a flat rate of 20% of the total net purchase price shall be payable, whereby the customer is free to prove that the loss or damage actually incurred was lower. Conversely, EIDEX shall have the right to claim for further loss or damage. In particular, costs incurred through the production of tools, mechanical equipment or other individual measures in preparation for performance of the order shall be refunded in full (100%).
(2) Rescission of the contract is barred if the ordered goods are goods which have been or are being made specifically for the customer.

Art. 10 Telephoned Orders
If orders are placed by telephone, with advertising texts/copy or instructions for the placement or positioning of the advertising also being communicated over the telephone, EIDEX does not assume any liability for correctness of the text/copy or placement/positioning of the advertising. EIDEX therefore recommends that advertising texts/copy or advertising placement/ positioning instructions be communicated in writing. The same also applies to proof and approval samples. If the customer does not wish to be furnished with proof or approval samples or such samples can no longer be produced due to time constraints, the customer may not make any complaint regarding placement/positioning of the advertising.

Art. 11 Reservation of Title
(1) Where the customer is a consumer, EIDEX reserves title to the item of sale until the purchase price has been paid in full. Where the customer is an entrepreneur, EIDEX reserves title to the item of sale until receipt of all payments arising from the business relationship with the customer. In the case of any breach of contractual obligations by the customer, in particular any delay in payment, EIDEX shall have the right to repossess the item of sale. Repossession of the item of sale shall not constitute any rescission of the contract unless EIDEX declares it as doing so. Attachment of an item of sale by EIDEX shall in all cases constitute rescission of the contract. After repossessing an item of sale, EIDEX shall have the right to realize it elsewhere, whereby the realization proceeds will, after the deduction of reasonable realization expenses, be credited towards the customer’s liabilities.
(2) In the event of attachment or other interference by third parties, the customer shall have a duty to inform EIDEX without delay in writing so as to enable EIDEX to oppose the attachment. If the third party is not able to compensate EIDEX for the court and pre-litigation costs of its third-party opposition lawsuit, the customer shall be liable for the loss.
(3) The customer is entitled to resell the item of sale in the ordinary course of business; however, the customer hereby already assigns to EIDEX, up to the total amount of the invoice (including VAT), all claims accruing to the customer from resale to his own customers or third parties, regardless of whether the item of sale was sold without any further processing or only after such processing. The customer remains authorized to collect such claims, the assignment of them notwithstanding. This shall, however, be without prejudice to EIDEX’s right to collect the claims itself. However, EIDEX undertakes not to collect the claims itself for as long as the customer fulfils his payment obligations from the sale proceeds received, does not fall into arrears with payment and, in particular, no petition for the opening of insolvency or composition proceedings is filed in respect of the customer and the customer does not cease payments. In the event of a petition for the opening of insolvency or composition proceedings, EIDEX may require the customer to disclose details of the assigned claims and the parties by whom they are owed, to furnish all documents needed for collection and to inform the debtors (parties by whom the claims are owed) of the assignment.
(4) If an item of sale is inseparably mixed with other items not belonging to EIDEX, EIDEX shall have co-title to the new item in the same proportion as that between the value of the item of sale and the value of the other items involved in mixing at the time of mixing. If mixing is done in such wise that the customer’s item is to be seen as the principal item, it is deemed agreed that the customer shall assign a proportionate share of the title to EIDEX. The customer shall preserve the sole or co-title thus acquired by EIDEX on the latter’s behalf.
(5) EIDEX undertakes to release, on the customer’s request, such portion of the security to which it is entitled as exceeds the value of the secured claims by more than 20%; choice of the security to be released shall lie with EIDEX.

Art. 12 Payment
(1) Unless agreed otherwise in writing, EIDEX’s invoices are due immediately and are payable without deduction not more than 14 days from issue of the invoice. Despite instructions of the customer to the contrary, EIDEX is entitled to credit payments first of all towards older debts of the customer and to inform the customer of the way in which the payment amount has been credited. If costs and interest have already been incurred, EIDEX shall have the right to credit the payment first towards the costs, then towards the interest and only then towards the principal sum itself.
(2) A payment will only be deemed made when EIDEX is able to dispose of the amount in question. Cheques will only be accepted if a written agreement was made to this effect at the time the order was placed; payment will only be deemed made when a period of 7 days has elapsed since cashing of the cheque.
(3) Where a customer who is a consumer falls into arrears, EIDEX shall have the right to charge interest on arrears at the statutory rate from the time in question as well as a flat-rate processing fee for the dunning expenses.
(4) Where a customer who is an entrepreneur falls into arrears, EIDEX shall have a right to charge interest on arrears at the statutory rate from the time in question as well as a flat-rate processing fee for the dunning expenses.
(5) If EIDEX acquires knowledge of circumstances which cast doubt on the customer’s creditworthiness, EIDEX shall have the right to declare the whole of the outstanding debt due for immediate payment, even if EIDEX has accepted a cheque. In any such case, EIDEX is also entitled to demand payment in advance or the provision of security. EIDEX also reserves the same right in the case of first-time buyers and special productions.

Art. 13 Third-Party Rights
(1) The customer is responsible for the correctness of all documents, drawings, templates, samples etc. to be supplied by him and shall indemnify EIDEX fully and completely against all claims of third parties asserted by them on grounds of infringement of the third parties’ rights through the documents, drawings, templates, samples etc. supplied by the customer.
(2) The customer shall have the advertising materials proposed and designed by EIDEX reviewed in terms of their legal admissibility, in particular under competition law. Unless agreed otherwise in writing in any individual case, EIDEX does not assume any liability whatsoever for the eligibility for legal protection or the legal inviolability, especially under competition law, of the goods produced by EIDEX for the customer.
(3) The customer grants EIDEX permission, without limitation as to time or place, to photograph articles made for the customer, to depict them in catalogues and brochures and/or on websites of EIDEX and/or to use them as samples or at trade fairs/shows.

Art. 14 Imports
The customer is aware that certain products may be subject to special import/export controls and restrictions. It is the duty exclusively of the customer to check such regulations in advance and comply with them. The customer accepts and agrees that it may be the case that no product is exported or can be resold - whether directly or indirectly, separately or as part of a system - without all rules and applicable legal regulations having first been complied with by the customer and, for example, also the necessary consent of a responsible authority and/or other state agency having been obtained, all at his own expense. The same shall also apply if, for example, special documents are needed for the import/export of certain products; the procurement of such documents is likewise fundamentally a matter for the customer. If the customer requires a certificate of origin, EIDEX must be notified to this effect already when the order is placed; EIDEX is entitled to make a reasonable lump-sum charge for each certificate of origin to the customer for the (additional) work involved in connection with applying for/the issue of such certificates.

Art. 15 Period of Limitation of Own Claims
In deviation from § 195 BGB, EIDEX’s claims to payment shall only lapse after five years. For the start of the limitation period, § 199 BGB shall apply.

Art. 16 Applicable Law, Legal Venue, Form of Declarations
(1) These Terms and Conditions and the entire legal relationship between EIDEX and its customers shall be governed by the law of the Federal Republic of Germany; application of the UN Convention on Contracts for the International Sale of Goods is barred.
(2) Legally relevant declarations and notices which the customer is required to give towards EIDEX or a third party must be given in writing pursuant to § 126b BGB.

EIDEX GmbH
Managing Directors: Thomas Gottschall, Patrick Haendly
Schorner Straße 1a
D-82065 Baierbrunn
Tel. +49 89 238873-0
Fax +49 89 238873-29
info@eidex.de
www.eidex.de

 
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Saturday 28 February, 2015