Terms and Conditions for www.edogoods.com
(jump down for B2B productions)

1. General Information
These Terms and Conditions govern the sale of products via the online shop www.edogoods.com. By placing an order, you agree to these Terms.

2. Conclusion of Contract
By clicking the “Order” button, you place a binding order for the goods in your shopping cart. The contract is concluded when we send you a confirmation email.

3. Prices and Payment
All prices include the statutory value-added tax (VAT) and are stated in Euro (€). Payment can be made via the payment methods offered at checkout.

4. Shipping and Delivery
We deliver to the addresses provided during the order process. Shipping costs will be displayed during checkout.

5. Right of Withdrawal
As a consumer, you have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire 14 days from the day you receive the goods.

6. Return Policy
To exercise your right of withdrawal, you must inform us of your decision to withdraw from the contract by sending a clear statement via e-mail or mail (EDOGOODS, Mittenwalder Str. 60, 10961 Berlin).
We do not cover the costs of your return. You can chose a shipment company of your choice. We will reply to your request with our return address. We will process the return, once it has arrived within one week.

7. Exclusion of Returns for On-Site Purchases
Please note that purchases made at our studio cannot be returned or exchanged. This applies to all products purchased in-store, including B2B purchases.

8. Liability
We are liable for any defects in accordance with the statutory provisions. Liability for indirect or consequential damages is excluded unless caused by gross negligence or intent.

9. Data Protection
Your personal data will be handled in accordance with our Privacy Policy. We collect, process, and use your personal data only to the extent necessary for the processing of your order.

10. Final Provisions
These Terms and Conditions are subject to German law. If any provision of these Terms is found to be invalid, the remaining provisions will remain in effect.

Terms and Conditions of B2B Production

1. Scope
1. These standard terms and conditions apply exclusively between merchants.
2. The following conditions apply to all deliveries and services provided by EDOGOODS (the seller). The seller does not acknowledge the buyer’s general terms and conditions unless the seller has explicitly agreed to them in writing. This also applies if the seller performs services unconditionally, knowing that the buyer’s terms contradict or deviate from these standard terms. By confirming the order, the buyer is presumed to accept these conditions.

2. Place of Fulfillment, Delivery, and Acceptance
1. The place of fulfillment for all services under the delivery contract is Berlin.
2. The goods are delivered as previously discussed, with the costs borne by the buyer.
3. The buyer bears the packaging costs for special packaging.
4. Sorted and, in the case of combinations, sale-ready partial deliveries must be made promptly and announced in advance. Unsorted deliveries are only permitted with the buyer’s consent.
5. If the buyer fails to accept the goods on time due to their own fault, the seller reserves the right to either invoice the goods immediately (as a pending invoice) or withdraw from the contract or claim damages after a 10-day grace period.

3. Jurisdiction
The place of jurisdiction is Berlin, Germany.

4. Contract Terms
1. Goods are delivered on specified dates (working days or a specific calendar week). All sales are concluded only for specific quantities, items, qualities, and fixed prices. Both parties are bound by these terms. Commission-based transactions are not conducted.
2. Offers are valid for 14 days and generally include net prices in euros.
3. It is recommended that the buyer orders a sample, especially for new cuts and refinements, at typically twice the production cost. The buyer may choose the size. Samples may differ in material and color from the order, depending on material availability. The sample is mainly for the protection of both parties. The buyer must cover the cost of the sample (including any additional costs like screen setup) in all cases, even if the sample does not meet their expectations.
4. Delivery quantities may vary by up to +/-10% (for small quantities) due to standard commercial fluctuations. The buyer is obligated to accept any overproduction within these commercial limits. If the exact delivery quantity must be adhered to, this must be noted in writing before the order is placed.

5. Delivery Interruptions
1. In cases of force majeure, labor disputes not caused by either party, and other unforeseeable and unavoidable disruptions or delays in the supply chain lasting more than a week, the delivery or acceptance period will be extended by the duration of the disruption, but no longer than 5 weeks. The extension will only apply if the other party is promptly notified of the disruption once it becomes apparent that the delivery or acceptance deadline cannot be met.
2. If delivery or acceptance is not completed within the extended period mentioned above, the other party may withdraw from the contract after a 15-day grace period.
3. Damage claims in the situations mentioned in Clause 1 are excluded if the affected party has met their obligation under Clause 1.

6. Grace Period for Subsequent Delivery
1. After the delivery deadline has passed, a 15-working-day grace period for subsequent delivery will automatically commence without further notice.
2. Before the grace period expires, the buyer cannot make any claims for late delivery, unless Sections 8.2 and 8.3 apply.

7. Defects
1. Any claims for defects in open goods must be submitted in writing to the seller within 5 working days of receipt of the goods. The buyer must immediately notify the seller of any hidden defects once discovered. Affected products must also be returned. EDOGOODS commits to responding within 5 working days.
2. After refinement, resale, or any other form of processing, all complaints about open defects are excluded.
3. Minor, technically unavoidable deviations in quality, color, width, weight, finishing, or design are not grounds for complaints. This also applies to customary commercial variations.
4. In the case of justified claims for open defects, the buyer may choose to have the defects remedied or receive defect-free replacement goods within 20 working days after the return of the affected goods. In this case, the seller will cover the shipping costs. If remedy or replacement fails, the buyer has the right only to reduce the purchase price unless Sections 8.2 and 8.3 apply.
5. In the case of hidden defects, the buyer has the right only to reduce the purchase price unless Sections 8.2 and 8.3 apply.
6. If the claim for defects is not submitted within the stipulated time, the goods are considered accepted.

8. Compensation
1. Claims for damages by the buyer are excluded unless otherwise specified in these conditions. EDOGOODS is only liable for up to the net order amount, not for lost or anticipated profits.
2. The exclusion in Clause 1 does not apply where liability is mandatory under the Product Liability Act, in cases of intent or gross negligence by the owners, legal representatives, or executive employees, in cases of fraud, breach of guarantee, or culpable injury to life, body, or health, or breach of essential contractual obligations. Essential contractual obligations are those which define the contract and on which the buyer may rely. Claims for damages due to breach of essential contractual obligations are limited to foreseeable and typical damages unless any of the other cases mentioned in Clause 1 apply.
3. These rules do not change the burden of proof to the buyer’s disadvantage.

9. Payment
1. Payment is made by invoice or pro forma invoice, typically consisting of a down payment and a final payment (based on the exact delivery quantity). More details will be provided in the offer or confirmed in writing, becoming valid upon acceptance. Postponement of due dates (valuation) is generally excluded. Down payments typically range from 50% to 100%. The final payment is usually due before handover to the carrier or, in exceptional cases, within 5 calendar days of receipt of the goods. In general, the agreed terms in the offer apply. If a payment term of 6 to 15 days is agreed upon, a 3% surcharge applies to the net amount, and for a term of up to 30 days, a 6% surcharge applies. A 3% discount is offered for 100% advance payments.
2. Work may not begin until the down payment is received. Default occurs after 60 days per Section 286, Paragraph 2, No. 1 of the German Civil Code (BGB).
3. Payments are made by bank transfer to the account listed on the invoice.
4. Payments are applied to the oldest outstanding debts plus accrued default interest.
5. The payment is considered timely once it has been fully credited to the seller’s account.
6. If an order is canceled after written confirmation, the buyer must cover any costs incurred up to that point.

10. Late Payments
1. For payments made after the due date, interest is charged at 9 percentage points above the base interest rate per Section 247 BGB. Section 288 BGB also applies.
2. Until all outstanding invoice amounts, including interest, are fully paid, the seller is not obligated to make further deliveries under ongoing contracts. The right to claim damages for delay is reserved.
3. In the event of a significant deterioration in financial circumstances, such as imminent insolvency or payment delays, the seller may refuse to perform any further services under all contracts based on the same legal relationship or withdraw from these contracts after a 12-day grace period. Section 321 BGB and Section 119 of the Insolvency Ordinance remain unaffected.

11. Offsetting and Retention
The buyer may offset or retain payments only with undisputed or legally established claims, unless the claims for damages are closely related to the buyer’s claim for defect-free contractual fulfillment.

12. Retention of Title
1. The goods remain the property of the seller until all claims arising from deliveries, including incidental claims, damages, and redemption of checks and bills, are fully settled. The retention of title remains even if individual claims of the seller are included in an ongoing account and the balance has been drawn and acknowledged.
2. If the buyer combines, mixes, or processes the reserved goods into a new movable item, this is done for the seller without any obligations arising for the seller. The buyer does not acquire ownership of the new item under Sections 947 ff. BGB. If the reserved goods are combined, mixed, or processed with items not owned by the seller, the seller acquires co-ownership of the new item in proportion to the invoiced value of the reserved goods relative to the total value.

13. Confidentiality, Copyright, and Usage
1. Both parties commit to keeping all internal matters confidential, including designs, know-how, developments, data, templates, trade secrets, prices, etc., unless otherwise agreed.
2. Unless the buyer expressly objects, EDOGOODS may use material generated after the publication of the designs or goods for self-promotion (portfolio).
3. By placing the order, the buyer assures that they own the rights to all provided graphics and designs. EDOGOODS is not liable for copyright infringements caused by the buyer.

Elisa Damm und Dirk Oelmann EDO GbR
2024