General Terms and Conditions of Business of the Online-Shops



of the NOAX GmbH, Am Urnenfeld 35, 35396 Gießen

Tel.: 0049 (0) 641 948884 0,
Fax: 0049 (0) 641 948884 55,
E-Mail: support@noaxshop.com


(This is a translation of the German version. In cases of doubt, the German version shall prevail.)


Preamble
NOAX GmbH conducts a homepage under the Domain www.smartgloves-shop.de for commercial purposes. On these websites NOAX GmbH offers customers Merchandise/ Textiles and other goods to purchase online.


§ 1 General
(1) The terms and conditions listed below apply to all business connexions between us and the customer. Applicable is the relevant version at the time of execution of the agreement.
(2) Consumers in terms of the terms and conditions are natural persons, with whom a business connexion is coming into effect, without being counted among industrial or self-employed occupational activities. Entrepreneurs in terms of the terms and conditions are natural or legal persons or partnerships with legal capacity (to act as such), with whom a business connexion is coming into effect, acting in a corporate capacity or in a capacity as self-employed professionals (entrepreneurs). Customers in terms of the terms and conditions are consumers as well as entrepreneurs.
(3) Deviating, contrary or additional terms and conditions shall not become integral part of the contract, unless their validity is confirmed expressly in writing.


§ 2 Conclusion of the contract
(1) Our offers are subject to change. NOAX GmbH reserves itself the right to technical changes as well as miscellaneous changes within reasonable bounds.
(2) By ordering, the consumer declares bindingly his/ her offer of contract. NOAX GmbH will confirm the receiving order immediately. This confirmation of order does not constitute a binding acceptance. The confirmation can be aligned with the declaration of acceptance.
(3) NOAX GmbH shall be entitled to decline the acceptance of the order – for instance after examination of credit standing. We shall be entitled to restrict the order to smaller amounts (not industrial amounts).
(4) Sale and delivery of the goods shall be subject to correct and punctual supply to ourselves. In case of unavailability or of fractional availability of performance, the customer shall be informed immediately. A consideration / service in return will be refunded instantly.
(5) The wording of a contract will be saved and send to the customer right after conclusion of the contract via email, along the included, legally effective terms and conditions,


§ 3 Reservation of proprietary rights
(1) With consumers all products supplied remain the property of NOAX until the complete payment of purchase price. With entrepreneurs all products supplied remain the property of NOAX GmbH until all contractual claims/ invoices have been paid in full.
(2) The customer is obliged to handle the products with adequate care. Insofar as maintenance and inspection work becomes necessary, this should be done punctually and at the customer’s own expense.
(3) The customer is obliged to inform NOAX immediately of third party access (for example in case of an execution), as well as of possible damages or of demolition/ loss of goods. The customer must inform NOAX immediately about change in ownership of the goods as well as the own change of address.
(4) In the event of the customer making a breach of contract, especially in the case of delay in payment or in the case of breach of duty after cipher 2 & 3, NOAX is entitled to withdrawal from the contract and to take back the products in question.
(5) The entrepreneur is authorised to resell NOAX‘s reserved ownership products within the scope of regular business operations. In this connection, all debts of third parties will be assigned in advance to NOAX in the amount of the respective invoices. After the assignment the entrepreneur retains the right to recover the debts. In the event of the entrepreneur does not comply the payment obligations and defaults, NOAX is entitled to collect the debt.
(6) Processing and transformation of the delivery products by the entrepreneur is carried out on behalf of NOAX. If the product is subsequently processed with components not belonging to NOAX, then NOAX will co-own the new product in proportion to the objective value of the product delivered against the value of the other components used at the time of processing. The same applies for products, which will be mixed with components not belonging to NOAX.


§ 4 Right of revocation
(1) The consumer has the right to cancel the given declaration of intent, linked with the conclusion of the contract, within 2 weeks from the day of receiving the ordered goods. The cancellation must not contain a reason. The declaration of cancellation shall be in writing or by sending back the goods. Punctual dispatch suffices to comply with the time limit. The right of revocation does not exist by sending back the goods as data by electronic means. Alongside the right of revocation does not exist, if delivered audio – or video recordings, as well as software, were already unsealed by the consumer. Furthermore the right of revocation does not exist when a contract was concluded to deliver goods, which were produced to meet customer specifications or which are clearly custom-tailored, or which are not appropriate for return due to their nature, or which are perishable or the expiry date was exceeded.
(2) In the event that the consumer exercises the right of revocation he is bound to return the thing if it can be sent as a parcel. If the value of the order does not exceed Euro 40, the cost of return is borne by the consumer in the event of revocation and return, unless the goods delivered do not correspond to the goods ordered. That does not apply if the value of the order exceeds Euro 40.
(3) The consumer must pay compensation for value in respect of a deterioration in the goods as a result of their proper use. The consumer may check the goods with caution. The consumer has to bear the obsolescence, if the goods cannot be sold as “new” anymore, as result of utilisation.
Pursuant to subsec 1, the right of revocation does not exist in relation to underwear or other goods, which are not appropriate for return due to their nature.


§ 5 Payment
(1) The price indicated is binding. VAT is included in the price. By dispatch, the price is exclusive of any mailing expenses and packaging. Costs for mailing expenses and packaging are a lump sum of € 4, 50 national (including VAT). No additional costs are added when ordering by telecommunication. NOAX GmbH delivers against prepayment, cash on delivery or PayPal. Prepayments will be considered when issuing the invoice. NOAX reserves itself the right to exclude several methods of payment.
By orders outside the EC-countries (e.g. Switzerland), the respective VAT will be deducted from the list price. The customer has to pay import turnover tax on his part. Please do not discount any bankcharges!
(2) The customer is obliged to pay the price within 10 days after receiving the service. After the expiration of the term, the customer is in default. Should the consumer become in arrears of payment, NOAX is entitled to demand interest on arrears in the amount of 5 % above the basic interest rate. If the customer is an entrepreneur then interest will be charged at a rate of 8 % above the basic interest rate. If the customer is an entrepreneur, we reserve the right to claim higher damages and in particular a higher interest rate on other legal grounds.
(3) Even if warranty claims or counterclaims are asserted, the customer shall only be entitled to set-off, retaining or reduction if the counterclaim is legally absolute, uncontested or acknowledged by NOAX GmbH.


§ 6 Passing of Risk
(1) The risk of accidental loss and accidental deterioration even by dispatch passes to the consumer when the thing sold is handed over.
(2) The risk of accidental loss and accidental deterioration passes to the entrepreneur when the good sold is handed over. If, at the entrepreneur’s request, the seller dispatches the good, the risk passes to the entrepreneur when the seller has handed the thing over to the forwarder, carrier or other person or body designated to dispatch the thing.
(3) When downloading or sending data via the internet, the risk of accidental loss and accidental deterioration of data passes to the entrepreneur when the data crosses the network’s interface.
(4) The same consequences arise if the buyer is in default in accepting delivery.


§ 7 Guarantee/ Warranty
(1) Consumer may choose if NOAX takes remedial measures by repair or new delivery. NOAX is entitled to refuse the chosen type of remedial measure in case it would cause unreasonable costs for NOAX and the other type of remedial measure is reasonably acceptable for Customer. For entrepreneurs, the guarantee sets down that NOAX may choose to take remedial measures by either repair or new delivery, in case of a defect.
(2) In case the remedial measure has failed or turns out to be impossible, the Customer is entitled to reduce the purchasing price, to withdraw from the contract or to demand compensation in lieu of performance. If the customer demands compensation in lieu of performance, restrictions of liability apply under § 8 (1 and 2). The right to withdrawal shall be excluded if the defect is immaterial.
(3) Entrepreneurs shall be obliged to provide a detailed written description of the defects within one week from the day of receiving the goods. Otherwise the assertion of warranty claim is barred. Punctual dispatch suffices to comply with the time limit. The entrepreneur bears the burden of proof for any eligibility requirements, mainly for the defect itself, for the time of ascertainment of defect and for the punctual claim.
(4) The period of warranty for consumers is 24 month from delivery of goods (or passing of risk). The period of warranty for entrepreneurs is 12 month from delivery of goods. For used things the period of warranty is 12 month from delivery of goods. The 12 month period of warranty does not apply if NOAX can be accused of gross fault, as well as damages concerning injury to body and health and injury of life, which were caused by NOAX. Our Liability according to the product liability act thereof shall remain unaffected.


§ 8 Limitation of liability & indemnification
(1) NOAX liability limits to the foreseeable, contract coherent, direct average damage by negligently breach of duties. The same applies for negligently breach of duties by our statutory agent or a person employed by him to perform the contract. NOAX is not liable for negligently breach of duties of minor contractual obligations to corporate clients.
(2) The preceding limitations of liability do not apply to customer’s product liability claims. Exclusion of liability applies for losses arising out of death, injury to body or health, caused by NOAX.
(3) NOAX is not responsible for content of external websites, which are linked to the NOAX website. The external content is not adopted by NOAX. As soon as we receive information about websites with illegal content, we will block out the access immediately.
(4) The customer shall indemnify NOAX from any claims, which can emerge through third parties due to customer’s deliberate or negligent breach of duty.


§ 9 Data protection
(1) NOAX notifies Customer that the data recorded in connection with the conclusion of contract will be collected, processed and used by NOAX for fulfilling its contractual obligations.
(2) Customer accepts the collection, the processing and the use of individual – related data expressly. The acceptance may be cancelled at any time with effect for the future by the customer.


§ 10 Final clause
(1) This Agreement shall be governed by German law. For Consumer, who do not close the contract for professional or commercial purposes, this agreement is to be governed by and construed in accordance with German law only insofar, as guaranteed protection by compulsory legal provisions of the consumer’s usual resident state will not be abscond. Provisions of UN – sales law does not apply.
(2) If the consumer is entrepreneur, legal person under public law or a special fund under public law, exclusive jurisdiction for all legal disputes is shall be the place of business of NOAX. The same applies, if the customer does not have a place of general jurisdiction in Germany. Or his residence or general stay is not known at the time of commencement of action.
(3) If all or some provisions of the contract, including these standard business terms, are invalid or become invalid, the remainder of the contract continues to be valid. The parties agree to replace (partly) invalid or impracticable provisions by other stipulations, which come as closely as possible to the intended economic effect.


- State: March 2007 -


Privacy and data protection
1. In accordance with § 28 of the German data protection law, notice is hereby given to the customer that NOAX saves and processes electronically (according § 33 German data protection law) his address and business data for tasks, which are connected to the contractual relationship only. Naturally, personal data is handled in a highly sensitive and confidential manner.
2. Your address will not be referred by us to others.
3. Naturally, your online order will be transmitted encrypted.
4. If you want to, you will receive our newsletter via email to your stated address. This acceptance can be cancelled at any time.


1. In accordance with § 28 of the German data protection law, notice is hereby given to the customer that NOAX saves and processes electronically (according § 33 German data protection law) his address and business data for tasks, which are connected to the contractual relationship only. Naturally, personal data is handled in a highly sensitive and confidential manner.
2. Your address will not be referred by us to others.
3. Naturally, your online order will be transmitted encrypted.
4. If you want to, you will receive our newsletter via email to your stated address. This acceptance can be cancelled at any time.


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