Terms and Conditions of MLAB GmbH
General
1.1 These General Terms and Conditions (GTC) govern all business relationships between MLAB GmbH and its customers. Swiss law applies exclusively, to the exclusion of any other jurisdiction.
Application
2.1 These GTC apply to all legal relationships in which MLAB GmbH acts as the supplier of fashion products.
2.2 Acceptance of an offer or placing an order implies the customer's consent to these GTC.
Offers
3.1 Offers by MLAB GmbH are non-binding and subject to product availability. MLAB GmbH may provide a comparable product or cancel the order if the original product is unavailable. Errors in documentation are reserved.
3.2 MLAB GmbH may change prices in response to legal requirements or market conditions.
3.3 Expired offers or promotions cannot be utilized retrospectively.
Agreement
4.1 A contract is formed when the customer accepts an offer from MLAB GmbH, either explicitly or by implication, such as through payment or acceptance of goods.
4.2 MLAB GmbH reserves the right to refuse orders or stipulate specific delivery conditions.
Price and Delivery
5.1 Prices include VAT and exclude other government levies and additional costs such as shipping and handling.
5.2 Prices may be adjusted in response to significant cost changes.
5.3 Customers have the right to cancel orders if there is a significant price increase.
5.4 Price, image, and text discrepancies are subject to correction.
5.5 Delivery is based on Incoterms 2020, typically Ex Works (EXW).
5.6 Orders may be delivered in multiple shipments.
5.7 Delivery times are indicative; MLAB GmbH is not liable for delays.
5.8 Ownership transfers upon full payment and delivery.
Intellectual Property
6.1 Customers must respect all intellectual property rights associated with MLAB GmbH's products.
6.2 MLAB GmbH does not warrant against third-party intellectual property claims.
Shipping
7.1 Product prices exclude shipping costs unless stated otherwise.
Payment
8.1 Secure payment methods will be provided after order placement.
Returns
9.1 Returns are allowed within 14 days in original condition, as per Swiss consumer protection laws. Details for returns will be specified by MLAB GmbH.
Complaints and Liability
10.1 Complaints and defects must be reported promptly, in accordance with Swiss regulations.
10.2 Liability of MLAB GmbH is limited to intentional or grossly negligent acts.
Applicable Law and Jurisdiction
11.1 Swiss law exclusively governs the relationship between MLAB GmbH and the customer.
11.2 Disputes are subject to the jurisdiction of the courts where MLAB GmbH is headquartered.
Data Protection
12.1 MLAB GmbH complies with Swiss data protection laws, ensuring the confidentiality and security of customer data.
Miscellaneous
13.1 Amendments to these GTC will be communicated and become effective as per Swiss legal requirements.
Final Provisions
14.1 If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall not be affected.
ADDITIONAL INFORMATIONS
Seller and buyer have negotiated every detail before the contract is drawn up; the contract shall be deemed an acceptance of all the seller's terms and conditions.
1. detailed definition of goods
2. quantity
3. prices and totals
4. More or Less +/-1%
5. The total amount includes value added tax, but not sales tax (if applicable) on the Goods, nor shipping costs and insurance premiums. Bank charges, registration fees, loading and unloading fees, freight charges, late collection fees, etc. shall be paid by the Buyer. The Buyer declares that he bears these costs.
6. Terms of payment Unless otherwise specified, the price of the Goods shall be calculated in USD. Any payment is acknowledged only when the Seller's bank confirms receipt of payment.
7. Packaging: negotiated prior to contract.
8. The Buyer is aware that the Goods will be collected from the Seller's ......... warehouse and exported from ....... to the port of African countries, to be sold in all African countries (except Morocco and South Africa) and only in Romania, Croatia, Serbia and Slovenia. Buyers can only sell offline. If the Buyer sells in a country outside the agreement, the Seller shall have the right to terminate this agreement and the Buyer shall pay the Seller liquidated damages in the amount of USD 100,000 for each violation. Buyer shall not be permitted to register an account or use Seller's Trademark or name to sell or promote products online or on social platforms or use Buyer's product images; otherwise, Buyer shall pay Seller a one-time liquidated damages of USD 100,000. The liquidated damages may not compensate the seller's loss, which the seller is entitled to continue to recover from the buyer. The seller has informed the buyer of the intellectual property risk of the goods (including the intellectual property risk of foreign sales). If the buyer makes a secondary sale and causes litigation for infringement, the buyer assumes all liability in tort. The same conditions of restriction on resale shall apply to the purchaser's customers.
9. Force Majeure. Seller shall not be liable for non-delivery or delay in delivery of the whole or any part of the goods under this Agreement as a result of any Force Majeure event that may occur. Force Majeure as referred to in this Agreement shall mean unforeseeable, unavoidable and insurmountable objective conditions.
10. (Governing Law): All aspects of each Agreement shall be governed by and construed in accordance with the laws of Switzerland.
11. The Agreements shall be drawn up in two copies, one in the language of the purchaser and one in English, each of which shall be authentic. Effective upon signature/sealing by both parties.