ADA International GmbH (hereinafter called "Supplier")
Rastatter Straße 2A
D - 77694 Kehl
Tel.: +49 (0) 7853 898 525
Telefax: +49 (0) 7853 898 540
Trade Register, Freiburg Commercial Court - HRB 700719
VAT no.: DE252459565
CEO: Wilhelm B. Könning
Preliminary remarkSupplier offers products, mainly body care products and bathing accessories, for sale via the Internet under the domain www.ada-shop.com as well as for order by phone and fax using the catalogue (hereinafter, the order facilities will be jointly called "ADA shop")
Consumers buying products via the ADA shop are Contractual Partners in the sense of these Terms and Conditions.
Consumers are all natural persons concluding a legal business for a purpose not related to a commercial activity and which can also not be attributed to their capacity as self-employed individuals.
§ 1 Scope
The following Terms and Conditions in the version valid at the time of the order apply exclusively. Supplier shall not accept any provisions by Contractual Partner to the contrary or varying from these Terms, except if Supplier expressly agrees that they apply.
Art. 2 Registration for purchasing online offers
(1) To the extent that Contractual Partner places an order regarding Supplier's Internet offer, Supplier has the option of setting up the unique registration for Contractual Partner as part of the order process of the Internet offer, assigning a user name and password.
(2) The unique registration of Contractual Partner as part of the order process of Supplier's Internet offer is provided free of charge. The right to a permit does not apply. Only persons of full legal capacity are authorised to participate. Contractual Partner shall complete the approval electronically as part of the registration form of Supplier's Internet offer. Contractual Partner shall provide the data required for the registration completely and truthfully. Contractual Partner selects a personal user name and password during registration. Contractual Partner is obligated to keep this password confidential and not to pass it on to third parties.
(3) To the extent that Contractual Partner has performed the registration and Contractual Partner's personal details change, Contractual Partner is himself responsible for updating them. All changes can be made online after logging on to "My ADA". Contractual Partner can delete his registration again at any time.
§ 2 Product selection
(1) Contractual Partner has the option of choosing and ordering from among the ADA shop's products. Contractual Partner can obtain a separate product description for each product, which does not constitute a warranty of characteristics but merely describes the product.
(2) Contractual Partner can – to the extent that he makes use of the opportunity to order products as part of Supplier's Internet offer – select the desired products from the Internet offer. The selected products are collected in a shopping cart. At the end of his purchase, Contractual Partner receives a summary of the products showing their individual prices and the total including VAT.
(3) When ordering via Supplier's website, Contractual Partner may, before dispatching the order, check the correctness of its content, especially regarding price and quantity, and to correct this if necessary.
§ 3 Conclusion of contract, saving of contract text
(1) All of Supplier's offers are subject to confirmation. If products are unavailable, the Supplier is not obliged to provide the services.
(2) The Presentation and description of goods within Supplier´s Shop can not be seen as offer to concluder a contract. By ordering an item, Contractual Partner binding declares his desire to purchase the ordered goods at Supplier's Business Terms (offer). When ordering via Supplier's website, Contractual Partner is informed of the status of his order by email. Supplier will instantly confirm receipt of the order (order confirmation). However, this order confirmation does not yet signify a binding acceptance of the order. Supplier may accept the order by sending a confirmation of contract or by delivering the items within five days. To the extent that Contractual Partner places an order by phone or fax, the contract shall only be deemed agreed when the goods have been sent. Supplier will confirm each accepted contract via durable medium towards Contractual Partner (confirmation of contract).
(3) Supplier does not accept procurement risk. Supplier is entitled to withdraw from the contract if he does not receive the delivery item in spite of previously concluding a purchase agreement; this shall not affect Supplier's responsibility regarding intent and gross negligence. Supplier shall inform Contractual Partner immediately if the delivery item is not available in time and, if he wishes to withdraw, exercise his right to withdrawal immediately; in the case of a withdrawal, Supplier shall return the relevant consideration to Contractual Partner immediately.
(4) These Terms and Conditions can be viewed and/or printed out at any time via the link Terms and Conditions of the ADA shop's Internet site. The precise order details will be sent to Contractual Partner by email and can be viewed under "My ADA" after registration. Supplier does not save the contract text and this can no longer be viewed after the end of the order process. Contractual Partner can print out his order details immediately after placing the order.
(5) The contract can be concluded in German and English language.
§ 4 Delivery/ Deadlines
(1) Delivery dates and/or periods are usually provided for the individual products available via the shop.
(2) If no particular delivery date or period is shown/agreed, then a delivery/performance period for the goods of 3 working days within Germany, 7 working days within Europe and 10 working days outside Europe is regarded as a reasonable period for the Supplier.
(3) To the extent that delivery to Contractual Partner is not possible because the delivered goods do not fit through the entrance door, door of the house or staircase, or because Contractual Partner is not available at the delivery address provided even though Contractual Partner was informed of the delivery time reasonably in advance, Contractual Partner shall be responsible for paying for the failed delivery.
(4) Partial deliveries are permitted to the extent that this is reasonable for the Contractual Partner.
§ 5 Prices / Payment terms
(1) To the extent that this is not specified to the contrary in the offer or the order confirmation, Supplier's prices shall be "ex Supplier's works". Statutory VAT shall be included in Supplier's prices; its statutory amount shall be shown separately on the invoice on the day of invoicing. Contractual Partner shall be charged separately for postage according to the details given in the ADA shop.
(2) Supplier shall issue an invoice to Contractual Partner for the ordered goods, which shall be handed over on delivery. The purchase price shall become due in full with the order. Contractual Partner shall pay for the goods immediately by using one of the payment methods made available to him. An exception to this only applies if Contractual Partner has been granted payment on account. In such a case, the calculated price becomes due when the invoice is received.
(3) Contractual Partner shall have defaulted after 14 days even if Supplier does not declare this. To the extent that Contractual Partner defaults on the payment, statutory default interest of currently 5% over the base rate for Consumers and 8% over the base rate for Entrepreneurs shall be charged. If it can be shown that Supplier has suffered higher damages due to the default, Contractual Partner shall be liable for compensation.
(4) If defects exist, Contractual Partner shall not have a right of retention to the extent that this does not reasonably correspond to the defects and to the expected costs of subsequent performance (particularly defect correction). Otherwise, Contractual Partner shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. Contractual Partner shall only be entitled to set-off rights if his counterclaims have been legally asserted, are uncontested and have been accepted by Supplier.
(5) The delivery item shall remain Supplier's property until paid for in full.
§ 6Transfer of risk
(1) The risk of an incidental loss or incidental deterioration of the goods shall only be transferred to Contractual Partner when the goods are handed to him. If Contractual Partner has delayed acceptance, this shall not affect the transfer.
(2) If Supplier sends to goods to a location other than Contractual Partner's place of business at Contractual Partner's request and if Contractual Partner is a consumer, risk shall be transferred to Contractual Partner as soon as the goods have been handed over to the carrier, haulier or other person or institution responsible for the dispatch.
Contractual Partner, regardless of whether he is a Consumer or an Entrepreneur, shall be responsible for the costs of postage from Supplier's premises, except if these are not reasonable in comparison to the value of the delivery item.
§ 7 Warranty
(1) Supplier is obliged to provide Contractual Partner with the goods free of material and legal defects. The item must be free of defects when risk is transferred to the Contractual Partner.
(2) If a material defects occurs, Contractual Partner's liability rights are initially limited to the right to supplementary performance If Contractual Partner is an Entrepreneur in the sense of Section 14 of the Civil Code (BGB), Supplier shall, regarding item defects, at his discretion first of all provide repairs or substitute deliveries. If Contractual Partner is a Consumer in the sense of Section 13 BGB, Contractual Partner shall initially have the choice of supplementary performance through repairs or substitute delivery.
(3) Supplementary performance requested by Contractual Partner or offered by Supplier must occur within a reasonable period; a repair period of 20 working days is generally deemed reasonable. However, Supplier is entitled to reject the type of supplementary performance chosen if this is only possible for Supplier by incurring disproportionate costs and if a different type of subsequent performance does not result in significant disadvantages for Contractual Partner.
(4) If supplementary performance fails, Contractual Partner may generally demand the consideration to be reduced (reduction) or to withdraw from the contract (withdrawal). In the case of a minor infringement of the contract, especially in the case of minor defects, Contractual Partner shall not have the right to withdrawal.
(5) If Contractual Partner is a Consumer, he is obligated to to inform Supplier of the material or legal defect in writing within two months of the time when he discovered the defect by attaching the invoice of receipt. In this context, Contractual shall describe the defects in as much detail as possible. Supplier's receipt of the notice shall be material in terms of compliance with the deadline. This provision shall not constitute a preclusion period for Contractual Partner's defect rights.
If Contractual Partner is an Entrepreneur, the complaint shall be in accordance with the provisions of the Commercial Code (HGB). The complaint shall be in writing and send without delay. If the Entrepreneur fails to send this notice, his warranty rights regarding a defect shall expire after the end of the legal defect notice period, to the extent that Supplier is not guilty of malice regarding the defect.
(6) Warranties generally relate only to the warranty declared by the goods' manufacturer, if Supplier has not in individual cases stated the contrary or if the Parties have not made an agreement to the contrary.
To the extent that products with a manufacturer warranty or with the warranty of a manufacturer are sold, Contractual Partner's claims regarding this warranty shall be addressed only to the manufacturer according to his warranty conditions.
§ 8 Limitation period
(1) To the extent that a new item is a delivery item, the limitation period for all claims due to defects – regardless of the legal reason – shall be two years; in case that the contract partner is an entrepreneurs this shall be one year.
(2) To the extent that an used item is a delivery item, the limitation period for all claims due to defects – regardless of the legal reason – shall be one year; in case that the contract partner is an entrepreneurs this shall be six month.
(3) The limitation periods according to Paragraphs 1 and 2 shall also apply to other compensation claims against the seller, regardless of the legal basis. They shall also apply if the claims are not in relation to a defect.
(4) The above-mentioned limitation periods apply with the following proviso:
(a) The limitation periods is paragraphs 1 and 2 generally do not apply in the case of intent;
(b) the limitation periods in paragraphs 1 and 2 also do not apply if the seller has maliciously concealed the defect or if the seller has accepted warranty for the condition of the delivery item. If the seller has maliciously concealed the defect, the periods applicable according to Section 438 (1) 2 BGB or 3 BGB shall apply instead of the periods mentioned in paragraphs 1 and 2, excluding the extension of the period for malice according to Section 438 (3) BGB if there is no exception according to this paragraph 4.
(c) The limitation periods of paragraphs 1 and 2 also shall not apply if we are dealing with the right in rem of a third party, according to which the return of the delivery item can be demanded.
(d) The limitation periods in paragraphs 1 and 2 furthermore apply to compensation claims in the case of loss of life, bodily injuries or violations of health or liberty, to claims according to the Product Liability Act, to grossly negligent breaches of duty or to the violation of material contractual duties in breach of the contract.
(e) To the extent that Supplier's contractual liabillity can be precluded or is limited, this shall also apply to the personal liability of Supplier's employees, representatives or vicarious agents.
(4) To the extent that this has not been expressly agreed to the contrary, the legal provisions regarding the start of the limitation period, suspension of the statute of limitations, suspension or new start of the periods shall remain unaffected.
(5) The above-mentioned provisions shall not result in a change to the burden of proof to the buyer's disadvantage.
§ 9 Limitation of liability
(1) Supplier shall not be liable for material defects of deliveries which he receives from third parties and forwards unchanged; this shall not affect responsibility for intent and gross negligence.
(2) In the case of intent or gross negligence, Supplier or a representative or a vicarious agent shall be liable according to the legal provisions. Otherwise, the Supplier shall be liable in accordance with the Product Liability Act regarding loss of life, bodily harm or damages to health in the case of a violation of material contractual duties in breach of contract or if the seller has maliciously concealed the defect or has accepted warranty for the condition of the delivery item. In this context, compensation claims due to the violation of material contractual shall be limited to the typical foreseeable damages from the contract. Liability for damages to the buyer's legal interests due to the delivery item, e.g. damages to other items, is precluded in full. The provisions of sentences 3 and 4 do not apply to the extent that intent or gross negligence exists or liability applies due to loss of life, bodily harm or damages to health or if the seller has maliciously concealed the defect or has accepted warranty for the condition of the delivery item.
(3) The provisions of the paragraph above comprise compensation in addition to performance and compensation instead of performance, regardless of the legal reason, especially due to defects, the violation of duties from the contractual relationship or tort action. This shall also apply for claims regarding compensation for wasted expenditure.
(4) If the non-compliance with deadlines is due to Acts of God, e.g. mobilisation, war, riots, or similar events, particularly strikes or lockouts, the periods shall be reasonably extended.
In the case of intent or gross negligence, Supplier or a representative or a vicarious agent shall be liable for delays according to the legal provisions. In other cases of a delayed performance, Supplier's liability for compensation in addition to and instead of performance due to delays shall be limited to 5% of the value of the partial delivery affected. Other claims of Contractual Partner - also after a period for performance set for Supplier – are precluded. The above-mentioned limitation to liability shall not apply for loss of life, bodily harm or damages to health.
(5) To the extent that delivery is impossible, Contractual Partner is entitled to demand compensation according to the legal provisions. However, Contractual Partner's claim for compensation in addition to and instead of performance and for wasted expenditore shall be limited to 10% of the value of that part of delivery which cannot be used due to the impossibility. This limitation shall not apply in the case of intent, liability for loss of life, bodily harm or damages to health. This shall not affect Contractual Partner's right to withdraw from the contract.
(6) The above-mentioned paragraphs (2) and (5) shall not result in a change to the burden of proof to the buyer's disadvantage.
(7) Data communication via the Internet can, according to the current level of technology, not be provided free of defects and/or be available at all times. As a result, Supplier shall not be liable for the permanent and uninterrupted availability of the Internet offer nor for technical or electronic errors during sales events, which are beyond Supplier's control, and especially not for a delayed processing or acceptance of offers.
§ 10 Return guarantee for customers within germany(1) Insofar as Contractual Partner is a customer, Supplier offers a voluntary return guarantee for all goods in the ADA shop within Germany next to and beside the statutory right of withdrawal. With this voluntary return guarantee, Contractual Partner is entitled to return the goods within 14 days from the day on which Contractual Partner has taken possession of the goods free of charge from any place in Germany. After receiving the returned goods, Supplier will repay to Contractual Partner the received purchase price (with the exception of any additional costs) without delay and at the latest within 14 days from the day on which Supplier received the returned goods. Timely posting is sufficient to keep the term.
(2) Contractual Partner can make use of the voluntary return guarantee only if he uses the process of reshipment that Supplier provides and offers. This process of reshipment results from an information about the voluntary return guarantee that comes with the consignment, for example as a prepared label of a parcel service. If no label or any other information is attached to the consignment, then a prepared label can be requested from Supplier via e-mail or telephone.
(3) Excluded from the voluntary return guarantee are used, incomplete or damaged goods as well as goods that may quickly perish or goods for which the best before date has quickly lapsed as well as sealed goods, if the sealing was removed after delivery.
(4) For the repayment the same payment method will be used that Contractual Partner used in his original transaction unless something to the contrary was expressly agreed between the contracting parties.
(5) By granting the voluntary return guarantee for customers, the statutory right of withdrawal and the statutory warranty rights remain unaffected and independent. Details of the statutory right of withdrawal for consumers can be found in the withdrawal notice.
§ 11 Sending product information
Supplier shall particularly use the data obtained from Contractual Partner as part of purchasing in order to send information and offers compiled by Supplier – e.g. as a newsletter. If Contractual Partner does not wish to receive this information, he may inform Supplier of this by email using the following address: email@example.com.
§ 12 Final provisions
Amendments or appendices to these Terms and Conditions must be in writing. This also applies to cancelling the written form requirement. This does not apply to individual agreements concluded with consumers after the conclusion of the contract.
ADA International GmbH
As at: August 2016
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