Terms of service

1 Scope
1.1 These GTC apply to all deliveries and services arising from contracts concluded between Adam & Eve Beautylounge GmbH and its customers who are not consumers as defined by § 13 BGB.
1.2 Contradictory or deviating terms and conditions of the customer do not become part of the contract, even by acceptance of the order, unless they are more favorable to us than our General Terms and Conditions and are not related to provisions that are not intended to apply under our terms and conditions. Our terms and conditions shall also apply if we deliver without reservation in the knowledge of conflicting or deviating terms and conditions. Our terms and conditions shall also apply to all future transactions with the customer.
1.3 Business customers who sell our products in their own shops (retail shops as well as beauty salons) agree upon conclusion of the contract that their business data (name, address, etc.) will be included and listed in our "Shopfinder", to which all our customers have online access.

2. offer, conclusion of contract
2.1. our offers are subject to confirmation, unless otherwise stated in the order confirmation. Offers and agreements shall only become binding for us upon our written confirmation. Instead of the written confirmation, the delivery of ordered goods shall be deemed as acceptance.
2.2 The content of the contract shall be determined first by our order confirmation, otherwise by our offer, which is always subject to change, and by the provisions of these General Terms and Conditions.
2.3 In the case of the manufacture of unusual articles - articles which deviate from our usual product range - we reserve the right to make design and form changes which are reasonable for the customer.

3. Subject matter of the contract/prices
3.1. We deliver in customary quality. The information in offer documents, brochures, etc. are only approximate values without binding force, unless expressly agreed otherwise. We reserve the right to make changes insofar as this does not affect the suitability of the delivery.
3.2. The sale of samples is subject to the condition that they are purchased as seen. When purchasing samples, the customer is expressly aware that these may differ in design and quality from models of the series goods.
3.3 Our prices are calculated in Euro ex warehouse excluding packaging costs and statutory VAT. Should the offer or the order confirmation of the customer have been issued in another currency, payment can be made in this currency.
3.4 If more than 4 months elapse between the conclusion of the contract and delivery, we may charge the prices applicable at the time of delivery, despite the price agreement, insofar as this is reasonable for the customer. If the calculation basis changes, e.g. the exchange rate for imported goods, we can adjust the price at any time in commercial business transactions. We will prove the change of the calculation basis to the customer on request.
3.5. If we make use of the regulation of § 3.4. and the agreed price is increased to the detriment of the customer, the customer has an extraordinary right of withdrawal.

4. Payment
4.1. Unless otherwise agreed, our invoices are to be paid immediately upon receipt without deduction.
4.2 Insofar as discount deductions are agreed, the deduction presupposes the settlement of all older claims.
4.3 If the customer defaults on a payment, all other claims shall automatically become due immediately. Payments shall first be credited against costs and interest and then against the oldest claims.
4.4. In the event of late payment, interest on arrears will be charged at a rate of 15% p.a. and further deliveries will be withheld until payment has been made in full.
4.5 The customer shall only be entitled to withhold payments or offset them against counterclaims if his counterclaims are undisputed, have been legally established or have been recognised by us.
4.6. Credit notes granted by us shall in principle only be offset by deliveries of goods.
4.7. If, after conclusion of the contract, the customer's ability to pay or payment morale deteriorates or an earlier deterioration becomes known, or if the customer does not meet his payment obligations to us or to others, we can make deliveries dependent on a security deposit or advance payment, otherwise withdraw from the contract without compensation.
4.8. We shall also have this right in the event of default in payment for previous deliveries. In the event of late payment, we shall demand reminder costs and processing fees of at least Euro 5 per reminder.

5. Delivery
5.1 The time of delivery is determined by the agreement made in the offer confirmation. Timely delivery presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has completely fulfilled his obligations.
5.2 The delivery deadline shall be deemed to have been met if the delivery item has left the warehouse or notification of readiness for dispatch has been given by the time the deadline expires.
5.3 If non-compliance with the delivery period is due to events beyond our control, the delivery period shall be extended accordingly.
5.4. The shipment is at the sole expense of the customer.
5.5. All orders shall be deemed accepted only with the reservation of self-delivery. Compliance with an agreed delivery period is subject to correct and timely delivery by our suppliers. In the event of non-availability of the contractual items, we shall inform the customer thereof without delay and, if applicable, reimburse the customer without delay for any counter-performance already rendered.
5.6 Partial deliveries are permissible unless the customer cannot objectively have any interest in the partial delivery.
5.7 If we are in default and the customer demonstrably suffers a pecuniary loss as a result, he shall be entitled to demand a lump-sum compensation for default. For each full week of delay, such compensation shall amount to 0.5% in total but not more than 5% of the value of that part of the total delivery which cannot be used in time or in accordance with the contract as a result of the delay. This limitation of liability shall not apply in the event of intent or gross negligence on our part.

6. Transfer of risk, acceptance
6.1 The risk of accidental loss or accidental deterioration of the goods shall pass to the customer - even in the case of carriage paid delivery - when the goods have left the warehouse, even if partial deliveries are made or if we have assumed other services, e.g. the shipping costs or the delivery and installation.
6.2. Claims arising from transport damage must be asserted by the customer himself against the carrier.
6.3 Shipping, packaging, insurance and installation shall be carried out at our discretion, insofar as these services are assumed by us, without any written instructions to the contrary from the ordering party.

7. Notification of defects, warranty and liability
7.1. The rights of the customer in the event of performance not in accordance with the contract presuppose that the customer has duly fulfilled his obligations to examine the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
7.2. 8 days are agreed as the period for the notification of defects.
7.3 In the event of a defect, we shall be entitled at our discretion to rectify the defect - also repeatedly - or to make a replacement delivery. If the type of subsequent performance chosen by us is impossible or involves disproportionate costs, we shall be entitled to refuse the type of subsequent performance. In this case the customer is entitled to demand the other type of supplementary performance. Should this also be impossible or disproportionately costly, the right to subsequent performance shall lapse. If subsequent improvement or replacement is therefore impossible, the customer may, at his discretion, demand a reduction in price or withdraw from the contract. Further claims are excluded.
7.4 If the consignment arrives in a damaged condition, the customer must have the damage officially recorded by the carrier without delay in order to secure his claims.
7.5 The return of rejected goods requires our express approval. Any damage and/or additional costs arising from the unauthorised dispatch are to be borne by the customer.
7.6 The warranty does not apply if the purchase price due has not yet been paid, in the event of improper handling, excessive use, third-party intervention or repair without our consent, as well as in the case of used items sold or trade fair goods.
7.7. We shall only be liable - for whatever legal reasons - for damage that has not occurred to the delivery item itself in the event of intent and gross negligence, culpable injury to life, limb and health, fraudulently concealed defects and defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury and property damage to privately used items.
7.8. In the event of culpable breach of material contractual obligations, we shall also be liable in the event of simple negligence, but limited to the damage typical for the contract and reasonably foreseeable at the time of conclusion of the contract. Any further claims, in particular for other financial losses, are excluded.

8. Retention of title
8.1. Each delivery of goods remains our property until receipt of all payments arising from the business relationship (including all payments on ancillary claims, claims for damages, etc.).
8.2. In the event of conduct in breach of contract, in particular default of payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to take back the goods.
8.3 The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (incl. VAT) accruing to him from the resale. Any other disposal of the goods, e.g. pledging, transfer by way of security, transfer in exchange is prohibited. We must be notified in good time of any compulsory measures against third parties. At our request, the assignment must be disclosed to the third party debtor.
8.4 In the event of default in payment, we may demand that the customer names the assigned claims and the debtor, informs the debtor of the assignment and hands over all documents to us. The processing or transformation of the reserved goods by the customer shall always be carried out for us, but without any obligation on our part.

9. Consignment goods and samples
9.1 Consignment goods must be handled with care and adequately insured (fire, burglary and theft). Unusable or damaged goods must be replaced at the replacement or repair cost.
9.2 Returns must be made within 7 days of our initial request. The right of return will lapse and the goods will be deemed to have been firmly sold, at our option, if they have not been returned after a new deadline has been set.
9.3. If a transfer period has been firmly agreed, the goods must be returned to us unsolicited and free of charge within the period, otherwise the above shall apply

10. Place of performance, place of jurisdiction, UN Convention on Contracts for the International Sale of Goods
10.1. Unless otherwise stated in the order confirmation, the place of performance shall be Hamburg. The exclusive place of jurisdiction, also for dunning proceedings after transfer to litigation, is Hamburg. However, we are also entitled to sue the customer at his place of business.
10.2 This agreement on the place of jurisdiction shall also apply if the customer does not have a place of jurisdiction in Germany or if the customer's place of business or usual place of residence is unknown.
10.3. the regulations of the UN-purchase right do not apply

Adam & Eve Beautylounge GmbH
Billbrookdeich 36
22113 Hamburg

Managing director: Roald Christoph, Filiz Christoph-Atas

Tel: 0049 (0)40-35715291
Fax: 0049 (0)40-35715292
Email: vw@adameve-hamburg.de

USt-Idnr.: DE260737691