Gerneral Terms and Conditions
SANTAVERDE
Gesellschaft für Naturprodukte mbH
Klärchenstraße 11
22299 Hamburg
Germany
Phone +49.40.46 09 91 10
Fax +49.40.46 09 91 99
E-mail:
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VAT ID no. DE118654215
HRB Hamburg 40 426, place of jurisdiction Hamburg
Managing Directors: Sabine Beer, Kurt Beer
1. General, Clientele, Language
(1) All quotations, purchase contracts, deliveries and services on the basis of orders from our customers via our online shop www.santaverde.de (hereinafter "Web Shop") shall be subject to the present General Terms and Conditions of Business.
(2) The range of products in our Web Shop is aimed at consumers and businesses in Germany and the countries of the European Union alike, albeit only to final customers. For the purposes of these General Terms and Conditions of Business, a "consumer" shall be every natural entity concluding the contract for a purpose which can be ascribed neither to its commercial nor to its freelance professional activity (§ 13 of the German Civil Code – BGB) and a "businessperson" a natural or legal entity or a legally responsible corporation acting in the exercising of its commercial or freelance professional activity at the conclusion of the contract (§ 14 sub-section 1 BGB).
(3) Customer's terms and conditions of business shall not be applicable, even if we do not specifically challenge their validity in the individual case.
(4) The contracts with Customer shall exclusively be concluded in the German or English language, regardless of whether Customer places the order via the German-language or English-language site of Web Shop. The German version of the General Terms and Conditions of Business shall be decisive for all orders.
2. Conclusion of contract
(1) Our offers in Web Shop shall be non-binding.
(2) By placing an order in Web Shop (which shall require prior registration and acceptance of the present General Terms and Conditions of Business), Customer shall make a binding offer for purchase of the product in question. Customer shall be bound by the offer until the expiry of the third weekday following the day of the offer.
(3) We shall send Customer a confirmation of the receipt of the offer without delay after receipt, this however not representing an acceptance of the offer. The offer shall only be deemed accepted by us as soon as we declare acceptance to Customer (by e-mail) or dispatch the goods. The purchase contract with Customer shall only originate upon acceptance by us.
(4) Every customer which is a consumer shall be entitled to revoke the offer and to return the goods according to the provisos of the specific instructions on revocation and return notified on our website in the course of the order.
3. Prices and payment
(1) Our prices shall be inclusive of statutory value added tax, but not dispatch costs. Customs and similar payments shall be borne by Customer.
With an order value up to € 24.99 € and dispatch within Germany, the dispatch costs shall amount to € 5.00. From an order value of € 25.00 per order, delivery shall be free of dispatch costs within Germany. Dispatch costs to the European Union shall be a lump-sum of € 15.00 with a minimum order value of € 150.00.
(2) To the extent not expressly agreed to the contrary, we shall supply against advance payment (in the way stated on the order form), by cash on delivery, by credit card payment or by direct debit, in each case by invoice (which can be sent by e-mail and may also be contained in our acceptance).
We only supply abroad against advance payment (in the way stated on the order form) or by credit card payment.
(3) If delivery by invoice has been agreed, our invoices shall be due for payment within 14 weekdays of dispatch of the goods and receipt of the invoice by Customer.
(4) Rights of offset or retention shall only accrue to Customer to the extent that the counterclaim is undisputed or legally effective.
4. Dispatch of the goods
(1) The delivery period stated on the order and the offer page in question shall only be approximate and can be exceeded by up to two weeks under certain circumstances. Agreement of such a delivery date shall not be binding in the form of a fixed-date transaction. In cases of orders by advance payment, the period decisive for the determination of the delivery date shall only commence on the date of the receipt of the complete purchase price (including turnover tax and dispatch costs).
(2) If the goods cannot be supplied or only with a delay as a result of unforeseeable demand intensity, changes of range at short notice and temporary unavailability of articles, we shall notify Customer without delay. If the goods are not available for a foreseeable period, we shall be entitled to withdraw from the purchase contract. In the event of a withdrawal, we shall reimburse the payments made by Customer without delay. Customer's statutory rights on account of arrears in delivery shall not be affected by the above regulation, although Customer can only demand damages according to the specific proviso of Section 8 of the present General Terms and Conditions of Business.
(3) We shall be entitled to part deliveries of products which can be used separately and combined in one order, in which context we shall bear the additional dispatch costs caused hereby.
5. Dispatch, insurance and passage of risk
(1) To the extent not expressly agreed to the contrary, we shall determine the suitable form of dispatch and the transport company according to our own discretion. As a rule, dispatch shall be via DHL.
(2) We shall only owe punctual, proper supply of the goods to the transport company and shall not be responsible for delays caused by the latter. A dispatch period stated in Web Shop shall therefore be non-binding.
(3) If Customer is a consumer, the risk of chance destruction, change damage or chance loss of the goods supplied shall pass to Customer at the time at which the goods are supplied to Customer or the latter falls into arrears of acceptance. In all other cases, risk shall pass to Customer upon delivery of the goods to the transport company.
(4) We shall insure the goods against customary transport risks at our expense.
6. Retention of title
(1) We reserve ownership of the goods supplied by us until complete payment of the purchase price (including value added tax and dispatch costs) for the goods in question.
(2) Without our prior written approval, Customer shall not be entitled to resell the conditional commodities supplied by us. In the event of all and any resale, Customer here and now assigns the claims from the resale to us up to the amount of the purchase price to be paid to us plus a surcharge of 20%. We hereby authorise Customer to collect the claims assigned in this way in customary business operations, although we can revoke said authorisation at any time in the event of arrears in payment on the part of Customer.
7. Warranty
(1) If the goods supplied manifest a defect in quality, Customer can demand remedying of the defect or delivery of defect-free goods from us to start with; if Customer is a businessman, we can choose between remedying of defect or delivery of a defect-free commodity. The choice can only be made by notification in a textual form (also by telefax or e-mail) to Customer within three weekdays of notification of the defect. We can reject the form of subsequent performance chosen by Customer if it is only possible with disproportionate costs.
(2) If subsequent performance according to Section 7 (1) fails or cannot be reasonably expected of Customer or we reject subsequent performance, Customer shall be entitled to withdraw from the purchase contract, to reduce the purchase price or to demand damages or reimbursement of its vain expenditure, in each case according to the provisions of applicable law. Customer's claims to damages shall also be governed by the specific provisions of Section 10 of the present General Terms and Conditions of Business.
(3) The warranty period shall be two years from delivery if Customer is a consumer, otherwise twelve months from delivery.
(4) The following shall only apply towards businesses: Customer shall examine the goods carefully without delay following receipt. The goods supplied shall be deemed approved by Customer if no defect is notified to us within five weekdays of delivery in the event of obvious defects or otherwise within five days of the discovery of the defect.
8. Liability
(1) Our liability for negligence (with the exception of gross negligence) shall be limited to an amount of 10% of the purchase price in question (including value added tax) in the event of arrears in delivery.
(2) We shall not be liable (regardless of the reason) for damage typically not to be expected according to the nature of the order and the goods in question and normal use of the goods. The above limitations of liability shall not apply in the event of malice aforethought or gross negligence.
(3) The limitations of this § 8 shall not apply to our liability for guaranteed properties within the meaning of § 444 BGB, on account of injury to life, limb or health or according to the Product Liability Act.
9. Data protection
(1) We may process and store the data concerned with the purchase contracts in question to the extent necessary for the performance and handling of the purchase contract and as long as we are obliged to archive such data on the basis of statutory provisions.
(2) We reserve the right to transmit Customer's personal data to credit agencies to the extent necessary for the purpose of a creditworthiness examination, providing Customer expressly declares its approval in the individual case. We shall also not forward personal customer data to third parties without express declaration of consent of Customer, except for cases in which we are obliged to the disclosure of data by law.
(3) Recording, transmission or other processing of personal data of Customer for purposes other than those stated in this Section 9 shall not be permitted for us.
10. Applicable law and place of jurisdiction
(1) Subject to mandatory provisions of international private law, the purchase contract existing between Customer and ourselves shall be governed by the law of the Federal Republic of Germany, ruling out the UN Convention on Purchase Law.
(2) If Customer is a merchant within the meaning of § 1 sub-section 1 of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts in Hamburg shall be exclusively competent for all disputes arising from or in connection with the contractual relationship in question. In all other cases, we or Customer can initiate judicial proceedings before any other court competent on the basis of statutory directives.
Date: November 2011