General Terms and Conditions with Customer Information

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Right of Withdrawal
4. Prices and Payment Conditions
5. Delivery and Shipping Conditions
6. Retention of Title
7. Liability for Defects (Warranty)
8. Liability
9. Special Conditions for the Processing of Goods According to Customer Specifications
10. Special Conditions for Assembly/Installation Services
11. Special Conditions for Repair Services
12. Redemption of Promotional Vouchers
13. Applicable Law
14. Place of Jurisdiction
15. Code of Conduct
16. Alternative Dispute Resolution

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) of DELAYON Eyewear UG (haftungsbeschränkt) (hereinafter referred to as the “Seller”) shall apply to all contracts for the delivery of goods concluded between a consumer or entrepreneur (hereinafter referred to as the “Customer”) and the Seller regarding the goods presented by the Seller in its online shop. The inclusion of the Customer’s own terms and conditions is hereby rejected unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for purposes that predominantly cannot be attributed to their commercial or independent professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

2) Conclusion of Contract

2.1 The product descriptions contained in the Seller’s online shop do not constitute binding offers on the part of the Seller but serve to enable the Customer to submit a binding offer.

2.2 The Customer may submit an offer via the online order form integrated into the Seller’s online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer regarding the goods contained in the shopping cart by clicking the button that completes the ordering process. The Customer may also submit an offer to the Seller by email or via the online contact form.

2.3 The Seller may accept the Customer’s offer within five days:

• by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), whereby receipt of the order confirmation by the Customer shall be decisive;
• by delivering the ordered goods to the Customer, whereby receipt of the goods by the Customer shall be decisive; or
• by requesting payment from the Customer after the Customer has submitted the order.

If several of the aforementioned alternatives apply, the contract shall be concluded at the time when one of the alternatives first occurs. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends at the expiry of the fifth day following the submission of the offer. If the Seller does not accept the Customer’s offer within this period, this shall be deemed a rejection of the offer, with the result that the Customer is no longer bound by their declaration of intent.

2.4 If a payment method offered by PayPal is selected, payment processing shall be carried out via PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (“PayPal”), subject to the PayPal User Agreement available at https://www.paypal.com or, if the Customer does not have a PayPal account, subject to the terms for payments without a PayPal account. If the Customer chooses a PayPal payment method available during the online ordering process, the Seller hereby declares acceptance of the Customer’s offer at the moment the Customer clicks the button completing the order process.

2.5 If the payment method “Amazon Payments” is selected, payment processing shall be carried out via Amazon Payments Europe s.c.a., 38 avenue John F. Kennedy, L-1855 Luxembourg (“Amazon”), subject to the Amazon Payments Europe User Agreement. By selecting “Amazon Payments” and clicking the button completing the order process, the Customer simultaneously issues a payment order to Amazon. In this case, the Seller hereby declares acceptance of the Customer’s offer at the moment the Customer initiates the payment process.

2.6 When an order is submitted via the Seller’s online order form, the contract text is stored by the Seller after conclusion of the contract and transmitted to the Customer in text form (e.g. email, fax, or letter). The Seller does not make the contract text available beyond this. If the Customer has created a user account in the Seller’s online shop before submitting the order, the order data will be archived on the Seller’s website and can be accessed free of charge by the Customer via their password-protected user account.

2.7 Before submitting a binding order via the Seller’s online order form, the Customer may identify input errors by carefully reviewing the information displayed on the screen. An effective technical means of detecting input errors may be the browser’s zoom function. The Customer may correct their entries using the usual keyboard and mouse functions until clicking the button that completes the ordering process.

2.8 Various languages are available for the conclusion of the contract. The specific language selection is displayed in the online shop.

2.9 Order processing and communication generally take place via email and automated order processing. The Customer must ensure that the email address provided for order processing is correct so that emails sent by the Seller can be received. In particular, when using spam filters, the Customer must ensure that all emails sent by the Seller or third parties commissioned by the Seller for order processing can be delivered.

3) Right of Withdrawal

3.1 Consumers generally have a statutory right of withdrawal.

3.2 Detailed information regarding the right of withdrawal can be found in the Seller’s withdrawal policy.

3.3 The right of withdrawal does not apply to consumers who, at the time of conclusion of the contract, are not members of a Member State of the European Union and whose sole place of residence and delivery address are located outside the European Union at the time of conclusion of the contract.

4) Prices and Payment Conditions

4.1 Unless otherwise stated in the Seller’s product description, the prices indicated are total prices including statutory value-added tax. Any additional delivery and shipping costs shall be specified separately in the respective product description.

4.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases which are not the responsibility of the Seller and must be borne by the Customer. These include, for example, costs for money transfers by financial institutions (e.g. transfer fees, exchange rate fees) or import duties and taxes (e.g. customs duties). Such costs may also arise in relation to money transfers if delivery is not made to a country outside the European Union but payment is made from a country outside the European Union.

4.3 The available payment method(s) will be communicated to the Customer in the Seller’s online shop.

4.4 If payment in advance by bank transfer has been agreed, payment shall be due immediately upon conclusion of the contract unless the parties have agreed on a later due date.

4.5 If a payment method offered via PayPal is selected, payment processing shall be carried out through PayPal. PayPal may use the services of third-party payment providers for this purpose. Where PayPal offers payment methods under which it provides advance payment to the Customer (e.g. invoice purchase or instalment payments), the Seller assigns its payment claim to PayPal or the payment service provider commissioned by PayPal. Before accepting the assignment, PayPal or the commissioned payment provider will perform a credit assessment using the Customer data transmitted. The Seller reserves the right to refuse the selected payment method if the assessment result is negative.

4.6 If the payment method “Sofortüberweisung” is selected, payment processing shall be carried out by Klarna Bank AB (publ), Sveavägen 46, 11134 Stockholm, Sweden (“Klarna”). To pay via Sofortüberweisung, the Customer must have an online banking account enabled for this service, authenticate themselves accordingly during the payment process, and confirm the payment instruction.

4.7 If a payment method offered through Apple Pay is selected, payment processing shall be carried out by Apple Distribution International, Hollyhill Industrial Estate, Hollyhill, Cork, Ireland (“Apple”). Further information on Apple Pay is available at https://www.apple.com/apple-pay/.

4.8 If a payment method offered through Google Pay is selected, payment processing shall be carried out by Google Ireland Limited, Gordon House, 4 Barrow St, Dublin, D04 E5W5, Ireland (“Google”). Further information on Google Pay is available at https://pay.google.com.

4.9 If a payment method offered through Stripe is selected, payment processing shall be carried out by Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (“Stripe”). Further information is available at https://stripe.com.

4.10 If payment by invoice is selected, the purchase price becomes due after delivery and invoicing of the goods. Unless otherwise agreed, payment must be made within 14 (fourteen) days of receipt of the invoice without deduction.

4.11 If payment by credit card via Stripe is selected, the invoice amount is due immediately upon conclusion of the contract. Stripe reserves the right to carry out a credit assessment and to reject this payment method if the result of the credit assessment is negative.

5) Delivery and Shipping Conditions

5.1 If the Seller offers shipment of the goods, delivery shall be made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. The delivery address specified during the Seller’s order processing shall be decisive for the transaction. In deviation from this, if the payment method PayPal is selected, the delivery address stored by the Customer with PayPal at the time of payment shall be decisive.

5.2 If delivery of the goods fails for reasons for which the Customer is responsible, the Customer shall bear the reasonable costs incurred by the Seller as a result. This shall not apply to the costs of the original shipment if the Customer effectively exercises their right of withdrawal. In the event of an effective withdrawal, the provisions set out in the Seller’s withdrawal policy regarding return shipping costs shall apply.

5.3 If the Customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the sold goods shall pass to the Customer as soon as the Seller has delivered the goods to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment. If the Customer acts as a consumer, the risk of accidental loss and accidental deterioration of the sold goods shall generally pass only upon delivery of the goods to the Customer or a person authorized to receive them. Notwithstanding the foregoing, the risk of accidental loss and accidental deterioration shall also pass to the Customer as a consumer as soon as the Seller has handed over the goods to the carrier, freight forwarder, or other person or institution designated to carry out the shipment, if the Customer has commissioned such carrier, freight forwarder, or other person or institution to carry out the shipment and the Seller has not previously named this person or institution to the Customer.

5.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This shall only apply if the Seller is not responsible for the non-delivery and has concluded a specific covering transaction with the supplier with due diligence. The Seller shall make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer shall be informed without undue delay and any consideration already provided shall be reimbursed immediately.

5.5 Collection by the Customer is not possible for logistical reasons.

6) Retention of Title

If the Seller makes advance performance, the Seller retains ownership of the delivered goods until full payment of the purchase price owed has been received.

7) Liability for Defects (Warranty)

Unless otherwise stipulated in the following provisions, the statutory provisions governing liability for defects shall apply. In deviation from this, the following shall apply to contracts for the delivery of goods:

7.1 If the Customer acts as an entrepreneur:

• The Seller shall have the right to choose the type of subsequent performance (remedy).
• For new goods, the limitation period for defect claims shall be one year from delivery of the goods.
• For used goods, defect claims shall be excluded.
• The limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects.

7.2 The above limitations of liability and reductions of limitation periods shall not apply:

• to claims for damages and reimbursement of expenses by the Customer,
• if the Seller has fraudulently concealed the defect,
• to goods that have been used for a building in accordance with their usual purpose and have caused the defectiveness of the building,
• to any existing obligation of the Seller to provide updates for digital products in contracts for the supply of goods with digital elements.

7.3 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse shall remain unaffected.

7.4 If the Customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), the commercial duty to inspect and give notice of defects pursuant to Section 377 HGB shall apply. If the Customer fails to comply with the notification obligations set forth therein, the goods shall be deemed approved.

7.5 If the Customer acts as a consumer, they are requested to report any goods delivered with obvious transport damage to the carrier and to inform the Seller accordingly. Failure to do so shall have no effect whatsoever on the Customer’s statutory or contractual claims for defects.

8) Liability

The Seller shall be liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tort claims, for damages and reimbursement of expenses as follows:

8.1 The Seller shall be liable without limitation on any legal grounds:

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, body, or health,
• on the basis of a guarantee promise, unless otherwise regulated in this respect,
• on the basis of mandatory liability, such as under the German Product Liability Act (Produkthaftungsgesetz).

8.2 If the Seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies pursuant to the preceding section. Material contractual obligations are obligations which the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely.

8.3 Any further liability of the Seller shall be excluded.

8.4 The above liability provisions shall also apply with regard to the liability of the Seller’s vicarious agents and legal representatives.

9) Special Conditions for the Processing of Goods According to Customer Specifications

9.1 If, according to the content of the contract, the Seller owes not only the delivery of goods but also the processing of the goods according to specific requirements of the Customer, the Customer shall provide the Seller with all content required for processing, such as texts, images, or graphics, in the file formats, formatting, image sizes, and file sizes specified by the Seller, and shall grant the Seller the necessary rights of use. The Customer shall be solely responsible for obtaining and acquiring rights to such content. The Customer declares and assumes responsibility for having the right to use the content provided to the Seller. In particular, the Customer shall ensure that no third-party rights are infringed, especially copyrights, trademark rights, and personal rights.

9.2 The Customer shall indemnify and hold harmless the Seller against any claims asserted by third parties arising from an infringement of their rights through the Seller’s contractual use of the Customer’s content. The Customer shall also bear the necessary costs of legal defense, including all court and attorney fees to the statutory extent. This shall not apply if the Customer is not responsible for the infringement. In the event of a claim by a third party, the Customer shall be obliged to provide the Seller without undue delay with all information required for the examination of the claims and for an adequate defense, truthfully and in full.

9.3 The Seller reserves the right to reject processing orders if the content provided by the Customer violates statutory or official prohibitions or is contrary to accepted standards of morality. This applies in particular to the provision of unconstitutional, racist, xenophobic, discriminatory, insulting, youth-endangering, and/or violence-glorifying content.

10) Special Conditions for Assembly / Installation Services

If, according to the content of the contract, the Seller owes not only the delivery of goods but also the assembly or installation of the goods at the Customer’s premises, as well as any related preparatory measures (e.g. measurements), the following provisions shall apply:

10.1 The Seller shall perform its services either personally or through qualified personnel selected by the Seller at its own discretion. The Seller may also make use of third-party services (subcontractors) acting on its behalf. Unless otherwise stated in the Seller’s service description, the Customer shall have no right to request a specific individual to perform the desired service.

10.2 The Customer shall provide the Seller with all information required for the performance of the agreed service completely and truthfully, provided that obtaining such information is not, according to the contract, within the Seller’s scope of responsibilities.

10.3 After conclusion of the contract, the Seller shall contact the Customer to arrange an appointment for the performance of the agreed service. The Customer shall ensure that the Seller or the personnel commissioned by the Seller has access to the relevant facilities at the agreed time.

10.4 The risk of accidental loss or accidental deterioration of the sold goods shall pass to the Customer only upon completion of the assembly work and handover to the Customer.

11) Special Conditions for Repair Services

If, according to the content of the contract, the Seller owes the repair of an item belonging to the Customer, the following provisions shall apply:

11.1 Repair services shall be performed at the Seller’s place of business.

11.2 The Seller shall perform its services either personally or through qualified personnel selected by the Seller at its own discretion. The Seller may also make use of third-party services (subcontractors) acting on its behalf. Unless otherwise stated in the Seller’s service description, the Customer shall have no right to request a specific individual to perform the desired service.

11.3 The Customer shall provide the Seller with all information required for the repair of the item, provided that obtaining such information is not, according to the contract, within the Seller’s scope of responsibilities. In particular, the Customer shall provide a comprehensive description of the defect and inform the Seller of all circumstances that may have caused the identified defect.

11.4 Unless otherwise agreed, the Customer shall send the item to be repaired to the Seller’s place of business at the Customer’s own expense and risk. The Seller recommends that the Customer take out transport insurance for this purpose. Furthermore, the Seller recommends that the Customer use suitable transport packaging in order to reduce the risk of transport damage and to conceal the contents of the package. The Seller shall inform the Customer without undue delay of any obvious transport damage so that the Customer may assert any rights against the carrier.

11.5 The return shipment of the item shall be at the Customer’s expense. The risk of accidental loss and accidental deterioration of the item shall pass to the Customer when the item is handed over to a suitable transport service provider at the Seller’s place of business. At the Customer’s request, the Seller shall arrange transport insurance for the item.

11.6 The above provisions shall not limit the Customer’s statutory warranty rights in the event of the purchase of goods from the Seller.

11.7 The Seller shall be liable for defects in the repair service provided in accordance with the statutory provisions governing liability for defects.

12) Redemption of Promotional Vouchers

12.1 Vouchers issued free of charge by the Seller as part of promotional campaigns with a specified validity period and which cannot be purchased by the Customer (hereinafter “Promotional Vouchers”) may only be redeemed in the Seller’s online shop and only within the specified period.

12.2 Promotional Vouchers may only be redeemed by consumers.

12.3 Individual products may be excluded from the voucher promotion if such a restriction results from the content of the Promotional Voucher.

12.4 Promotional Vouchers may only be redeemed before completion of the order process. Subsequent offsetting is not possible.

12.5 Only one Promotional Voucher may be redeemed per order.

12.6 If the Promotional Voucher relates to a specific monetary value and not to a percentage discount, the value of the goods ordered must be at least equal to the value of the Promotional Voucher. Any remaining balance will not be refunded by the Seller.

12.7 If the value of the Promotional Voucher is insufficient to cover the order, one of the other payment methods offered by the Seller may be selected to pay the difference.

12.8 The balance of a Promotional Voucher will neither be paid out in cash nor accrue interest.

12.9 The Promotional Voucher will not be refunded if the Customer returns goods paid for in whole or in part with the Promotional Voucher within the scope of their statutory right of withdrawal.

12.10 Promotional Vouchers are transferable. The Seller may discharge its obligations by providing performance to the respective holder redeeming the Promotional Voucher in the Seller’s online shop. This shall not apply if the Seller has knowledge of, or is grossly negligent in not knowing of, the lack of entitlement, legal incapacity, or lack of authority to represent on the part of the respective holder.

13) Applicable Law

13.1 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the laws governing the international sale of movable goods. In the case of consumers, this choice of law shall apply only insofar as the protection granted by mandatory provisions of the law of the country in which the consumer has their habitual residence is not withdrawn.

13.2 Furthermore, this choice of law with regard to the statutory right of withdrawal shall not apply to consumers who, at the time of conclusion of the contract, are not members of a Member State of the European Union and whose sole residence and delivery address are located outside the European Union at the time of conclusion of the contract.

14) Jurisdiction

If the Customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller’s registered place of business. If the Customer is based outside the territory of the Federal Republic of Germany, the Seller’s registered place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the Customer’s professional or commercial activities. In the above cases, however, the Seller shall in any event be entitled to bring proceedings before the court at the Customer’s place of business.

15) Code of Conduct

• The Seller has submitted to the participation conditions of the eCommerce initiative “Fairness im Handel” (Fairness in Trade), which can be viewed online at https://www.fairness-im-handel.de/teilnahmebedingungen/.

16) Alternative Dispute Resolution

The Seller is not obliged to participate in dispute resolution proceedings before a consumer arbitration board but is generally willing to do so.