AGB

TERMS OF SALE

PINPODS GmbH
Gewerbegebiet 47
AT - 6103 Reith bei Seefeld

PINPODS terms of sale (hereafter referred to as “terms of sale”) shall apply to business transactions between PINPODS GmbH (hereafter referred to as “PINPODS”, “we” or “us”) and companies, corporate bodies under public law and public legal fund assets for all orders placed with us as an integral part of the contract.

1. General
   1.1 Purchaser’s terms of sale, delivery and payment shall be without obligation for us, even if an explicit objection is not made by us, unless deviations have been agreed upon for specific business relations. Our terms of sale shall be deemed agreed upon by both parties as soon as an order of the goods has been placed with us orally or in writing without requiring a separate Purchaser statement as, for example, by signing an order confirmation or a delivery note.
   1.2 The PINPODS terms of sale shall be notified to Purchaser by the order form (in case of mobile and manual order acceptance) as well as by “clicking” of orders via the internet. Purchaser’s acceptance of the delivery shall be deemed a re-confirmation of the binding effect of these terms of sale which have already taken effect when placing the order.
   1.3 Quotations in our catalogues, price lists or offered by our sales agents shall be subject to confirmation and, in any case, non-binding. The price quoted in each specific order confirmation shall only apply to such specific order determined by quantity and delivery time and vis-à-vis such specific Purchaser.
   1.4 Resale of PINPODS products to intermediate agents shall be subject to an expresss consent by PINPODS in writing.
   1.5 Image material provided by PINPODS may only be used for the contracting partner's own marketing activities or for the contracting partner's own web shop. It may not be passed on to third parties or online platforms without the prior written consent of PINPODS. The image material shall be regularly updated by PINPODS and shall also be kept up-to-date by the contractual partner accordingly.
   1.6 Oral agreements made prior to or upon conclusion of the contract shall require our written and express consent in order to be effective.
   1.7 These terms shall also apply to all future deliveries to Orderer.
2. Delivery, invoicing, payment
   2.1 PINPODS shall be entitled, without statement of reasons, to make partial shipments and cannot be held responsible for disadvantages caused to Purchaser as a result of such delivery if partial shipments come in assorted items and, in case of collections, are made ready for sale and arrive in a timely manner.
   2.2 Shipping expenses:
   pre-orders:
   If the pre-purchase order value is more than EUR 700.00 (CHF 1,000 / GBP 700), delivery is made free domicile. If the pre-purchase order value is less than EUR 700.00 (CHF 1,000 / GBP 700), shipping expenses in the amount of EUR 19.00 (CHF 25 / GBP 35) are invoiced; in Austria, Germany, France, Italy, Belgium and the Netherlands, EUR 9.90 are invoiced. Postal charges outside the European Economic Area are subject to corresponding arrangements.
   post-orders:
   For post-purchase orders of less than EUR 200 (CHF 400 / GBP 200), postal charges in the amount of EUR 6.90 (CHF 25 / GBP 6.90) are invoiced. For post-purchase orders from EUR 200 (CHF 400 / GBP 200) up, postal charges in the amount of EUR 5.90 (CHF 25 / GBP 5.90) are invoiced. Postal charges outside the European Economic Area are subject to corresponding arrangements.
   2.3 Cancellation fee:
   PINPODS shall be entitled to charge a cancellation fee in the amount of 30% of the volume of orders. No cancellation fee will be payable if the order is cancelled on the day it is placed.
   2.4 Special services: Any special services demanded by the customer are invoiced by PINPODS against payment of a lump-sum amount per pair or item. Invoicing is based on the actual expenditure and is between EUR 0,50 and EUR 2.00 per pair or item. Special services include, but are not limited to, packaging requirements of the customer, additional labelling, etc.).
   2.5 Bank connection and terms of payment of the specific contract are indicated on the order confirmation form and on the invoice.
   2.6 Unless a special agreement has been made, prices are to be understood DAP Incoterms.
   2.7 We reserve the right to adequately change our prices in case of a reduction or increase in costs after conclusion of the contract, especially due to a change in wage costs as, f.e. based on collective agreements, or changed costs of material. Relevant proof will be submitted to Orderer upon request.
   2.8 In case of force majeure, collective action and other shutdowns without our fault with a duration or expected duration of more than one week, the delivery and/or acceptance deadline will be extended offhand for the duration of the hold-up, at the longest, however, for 5 weeks plus the term for subsequent delivery. An extension will only be in effect if the other party is notified without delay of the reason for the hold-up as soon as it can be foreseen that the above deadline cannot be complied with.
   2.9 Upon request and at the expense of Orderer, deliveries will be insured by us against the customary transportation risks.
   2.10 In case shipment or delivery is delayed upon Purchaser’s request for more than one month from notification that items are ready for shipment, Orderer may be charged storage charges for every month started in the amount of 0.5% of the price of the delivery items with a maximum, however, of 5% of the price of the delivery items. PINPODS is at liberty to submit proof of any force majeure. Further claims based on delayed acceptance will remain unaffected.
   2.11 Unless otherwise agreed upon in writing, payment for apparel and house shoe deliveries shall be effected within 10 days from invoice date with cash discount of three per cent (3%). Purchaser is alternatively entitled to pay the purchase price within 30 days net both regarding apparel and house shoe deliveries. In exceptional cases, the term of payment may be extended from 30 days to 60 days. No valuta is granted by the supplier. The supplier may also make delivery conditional on a step by step payment (such as by cash on delivery or in bank debit memo procedures) or on payment in advance. In case of direct debit payment, 4% discount will be granted.
   2.12 Term of payment for Italy: RIBA 60 days end of the month, payment within 10 days 3% and 60 days net.
   2.13 Term of payment for Spain: 1 Ricibo 60 days, 15 days 3%, 60 days net.
   2.14 France: Traite 60 days net, cheque 10 days 3%, 60 days net.
   2.15 If the term of payment is exceeded, we shall be entitled to charge default interest in the amount of 10% above the basic rate of interest of the Austrian National Bank. This will not exclude the assertion of further damage.
   2.16 In case of a significant deterioration in Purchaser’s mode of payment or if terms of payment granted for earlier deliveries are exceeded significantly, PINPODS shall be entitled at their discretion to deliver the goods only upon advance performance of Purchaser or upon adequate collateralization. In addition, we will be entitled, in the event of Ordererr’s delay in payment, to request immediate payment for all outstanding money due from business transactions with such Purchaser. This right will not be excluded by the granting of a respite or the acceptance of bills of exchange or cheques.
   2.17 Orderer will not be entitled to retain payments or set them off against counterclaims unless his counterclaims have been proven undisputed or legally valid.
   2.18 Delivery shall be made DAP in accordance with Incoterms 2000.
3. Warranty
   3.1 Offsetting with counterclaims against the purchase price shall be excluded.
   3.2 In case of defects for which we assume legal responsibility, we shall be entitled at our free and exclusive choice to either repair the goods or replace items. Notices of defect will be insignificant for PINPODS if any repairs or other arrangements are undertaken by Purchaser or any third party regarding the delivered items by themselves and
   without our prior express and written consent. No claim for conversion can be asserted by Purchaser.
   3.3 Goods delivered by us may not be returned in case of complaint or declined acceptance without or previous express authorization. In case of any unjustified return of goods or declined acceptance without our consent, Purchaser will –irrespective of the actual reason for the return or declined acceptance - have to bear all costs whatsoever incurred by it and, in particular, the transportation costs, and bear the risk of the return transport.
   3.4 The contracting partner shall be obliged to examine the goods taken into charge upon receipt without delay with a view to defects or shortfall quantities and to notify any defects or shortfall quantities without delay, at the latest, however, within 12 days from receipt of the goods and/or the provision of service in writing, in default of which the claim will be eliminated. In no event will notices of defect justify any partial or total retention of invoiced amounts.
   3.5 The period will not start running anew after correction of the defects by repair.
4. Product Liability
   4.1 The contracting partner expressly waives to assert any claims for compensation for material damage according to the Austrian Product Liability Act (Produkthaftungsgesetz), as a result of the violation of official safety regulations or due to foreign product liability regulations suffered within the scope of his business. Insofar as the contracting partner sells on the goods hereunder to other entrepreneurs he shall be obliged to impose the above waiver on his contracting business partners and possible additional partners, if any. When failing to pass on such waiver, the contracting partner shall undertake to indemnify and hold PINPODS harmless and bear all costs incurred in connection with such holding responsible. If the contracting partner is held liable for his part within the scope of PHG, he shall waive any recourse vis-à-vis PINPODS.
   4.2 Any recourse of the contracting partners against PINPODS pursuant to section 933b ABGB (Austrian Civil Code) is expressly precluded.
5. Claims for Damages
   5.1 Unless specified otherwise in these terms of delivery, we shall be held liable for damages and compensation for unsuccessful expenditure (hereinafter referred to as “damages”) upon violation of contractual or non-contractual obligations only in the event of intentional or grossly negligent behaviour of our legal representatives or agents, for causing injury to life, body or health, for the acceptance of a guarantee or a risk of procurement, the violation of essential contractual obligations, in respect of obligatory liability pursuant to the Product Liability Act or any other obligatory liability. Liability for lost profit shall be entirely excluded for all cases.
   5.2 Damages for the violation of essential contractual obligations, however, shall be limited to the damage, as per standard contract provisions, predictable for PINPODS with the exception of intentional or grossly negligent behaviour of our legal representatives or agents or when liability is assumed for injury to life, body or health or the assumption of a guarantee or a procurement risk.
6. Retention of Title
   6.1 We will retain title to all goods supplied until full payment of the agreed purchase price. Any pledge, assignment as security or other hypothecation of such goods shall be excluded without our prior express and written consent. In case of an attachment or other third-party access to goods that are subject to our retention of title, Purchaser shall notify us in writing without delay. Purchaser shall bear all costs incurred by a removal of such third-party access to our retention title and recovery of the item. We shall be entitled to reclaim goods supplied subject to our retention of title while, at the same time, adhering to the purchase agreement on which such retention of title is based even if Purchaser is in arrears with payment of claims concerning other than these goods.
   6.2 We will retain title to all goods supplied until all claims resulting and claims still arising from the business relationship have been satisfied in full.
   6.3 In the event of delayed payment or any other breach of Orderer’s essential contractual obligations we shall be entitled to invoice the entire balance due.
7. Final Clause
   7.1 Samples for visual inspection and sampled offers will be invoiced if they are not returned within one month unless a deviating agreement has been made for specific business relationships. Definitely ordered samples will not be taken back.
   7.2 If any of the provisions of these terms of sale or other additionally made agreements should be found to be or become unenforceable this shall not serve to invalidate the validity of the remaining provisions hereof. The contracting partners shall be obliged to replace the invalid provision by such valid provision that comes closest to the business purpose of the replaced provision.
   7.3 All legal relationships between us and Orderer shall be governed exclusively by Austrian law, the applicability of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.