Terms of service
Terms of Sale (B2B)
The company Miadana, owner: Alina Uhlitz, Am Gelskamp 14, D-32758 Detmold (hereinafter referred to as: "MIADANA") offers its customers high quality gemstones and gemstone jewelry of the highest quality and brilliance. The products of MIADANA are sold via the online store, which can be reached via https://shop.miadana.de (hereinafter referred to as "Shop"). These terms and conditions apply to all orders placed by customers via the store. By sending an order, the customer agrees to the validity of the terms and conditions:
1. general conditions
1.1 These terms and conditions apply to all deliveries, services and offers of MIADANA to dealers and entrepreneurs in the sense of § 14 BGB (hereinafter also referred to as "client"), if and to the extent that these deviating provisions have been effectively agreed.
1.2 These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client only become part of the contract if and insofar as MIADANA has expressly agreed to their validity. Terms and conditions provided by the client or a third party do not apply even if MIADANA does not separately object to their validity in individual cases. Even if MIADANA refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute an agreement with the validity of those terms and conditions. These terms and conditions also apply to all future deliveries, services or offers to the client, even if they are not agreed again separately.
1.3 Individual agreements made with the Client in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. For the content of such agreements, subject to proof to the contrary, a written contract or MIADANA's written confirmation is decisive.
1.4 Legally relevant declarations and notifications of the client in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction), must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declaring party, shall remain unaffected.
1.5 The contractual language is German. If translations of these GTC or other contract-related declarations and documents are made into languages other than German ("read versions"), only the German version is binding.
1.6 MIADANA expressly reserves the right to make changes to these GTC.
2 Conclusion of contract
2.1 All offers by MIADANA are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Solely authoritative for the legal relationship between MIADANA and the client is the purchase contract concluded in writing, by e-mail or other online channel, including these GTC. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Oral promises of MIADANA before the conclusion of this contract are legally non-binding and oral agreements of the contracting parties are replaced by the contract, unless it is expressly stated in each case that they continue to be binding. Additions and amendments to the agreements made, including these GTC, must be made in text form in order to be effective.
2.2 The product representations and illustrations - in particular the coloring of the products - in the online store of MIADANA to the object of the delivery or service are only approximately authoritative, unless the usability for the contractually intended purpose requires an exact match. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations are permissible insofar as they do not impair the usability for the contractually intended purpose. Excepted from this are the essential details of stone type and stone shape, color, carat weight, etc.
2.3 MIADANA retains ownership of all offers and cost estimates submitted by him.
3. prices, terms of payment, invoice and due date
3.1 The prices are valid for the scope of service and delivery listed in the order confirmations. Additional or special services shall be invoiced separately. The prices are in EUR ex works plus packaging, the statutory value added tax as well as fees and other public charges.
3.2 Unless and insofar as the Parties have agreed otherwise, the delivery of the Articles shall be made exclusively against advance payment or provision of security by the Client.
3.3 Invoice amounts are due immediately and payable within 8 working days, without any deduction, unless otherwise agreed in writing. Payment is only possible via the payment methods noted on the order confirmation. A payment is considered made when MIADANA can dispose of it. If the client does not pay on the due date, the outstanding amounts are subject to interest from the due date at the legal default interest rate; the assertion of higher interest rates and further damages in the case of default remains unaffected.
3.4 Offsetting against counterclaims of the Customer or the retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been finally determined by a court of law or result from the same order under which the relevant delivery was made.
4. business territory, place of performance, shipment, delivery and delivery time
4.1 Orders and deliveries are generally possible within the business territory of Albania, Andorra, Belgium, Bulgaria, Denmark, Germany, Estonia, Finland, France, Greece, Great Britain, Ireland, Iceland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Macedonia, Republic of Moldova, Monaco, Montenegro, Netherlands, Norway, Austria, Poland, Romania, San Marino, Sweden, Switzerland, Serbia, Slovakia, Slovenia, Spain, Czech Republic, Ukraine, Hungary, Vatican City and Cyprus. Deliveries to other countries will only be made after individual agreement.
4.2 The place of performance for all obligations arising from the contractual relationship shall be Monheim, unless otherwise specified. At the request and expense of the Customer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, MIADANA is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.
4.3 In the case of mail order purchase, the client bears the transport costs from the warehouse and the costs of any transport insurance requested by the client. Any customs duties, fees, taxes and other public charges shall be borne by the Purchaser.
4.4 Incoming orders will be processed and released for shipment as soon as possible - i.e. regularly within 3-5 working days after receipt of the order. If at the time of the order of the customer no copies of the product selected by him are available, MIADANA informs the customer immediately. If the product is permanently not available, MIADANA refrains from a declaration of acceptance. In this case, a contract is not concluded.
4.5 If the product specified by the customer in the order is only temporarily unavailable, MIADANA will also inform the customer immediately in the order confirmation.
4.6 Deadlines and dates for deliveries promised by MIADANA are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
4.7. MIADANA is not liable for impossibility of delivery or for delays in delivery, as far as these are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of articles or materials, transport delays, strikes, lawful lock-outs, shortages of goods or services, etc.), lawful lockouts, lack of manpower, difficulties in obtaining necessary official permits, official measures or the lack of, incorrect or untimely delivery by suppliers, travel and delivery restrictions), for which MIADANA is not responsible. If such events make the delivery or service significantly more difficult or impossible for MIADANA and the hindrance is not only of temporary duration, MIADANA is entitled to withdraw from the contract. In the case of hindrances of temporary duration, the delivery or service deadlines are extended or the delivery or service deadlines are postponed by the period of the hindrance plus a reasonable start-up period. If the client cannot be expected to accept the delivery or service due to the delay, he can withdraw from the contract by immediate written declaration to MIADANA.
4.8 MIADANA is entitled to make partial deliveries if
▪ the partial delivery is usable for the client within the scope of the contractual purpose,
▪ the delivery of the remaining ordered articles or goods is ensured and
▪ the client does not incur significant additional expenses or costs as a result (unless MIADANA agrees to bear these costs).
4.9 If MIADANA is in default with a delivery or service or if a delivery or service becomes impossible, regardless of the reason, MIADANA's liability for damages is limited in accordance with section 7.
5 Transfer of Risk, Acceptance
5.1 The risk is transferred to the client at the latest when the goods are handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made.
5.2 MIADANA will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at the customer's expense.
5.3 As far as an acceptance has to take place, the goods are considered as accepted, if
▪ the delivery has been completed,
▪ MIADANA has notified the client of this with reference to the acceptance fiction according to this section 5 and has requested acceptance,
▪ the client has refrained from acceptance within this period for a reason other than a defect notified to MIADANA, which makes the use of the purchased item impossible or significantly impairs it.
6 Warranty, material defects and compensation for damages
6.1 The liability of MIADANA for damages, regardless of the legal reason, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and unauthorized action is, insofar as it depends on a fault in each case, in accordance with the provisions of this section 7. The basis of the liability for defects is above all the agreement made about the quality of the goods. All product descriptions and manufacturer specifications, which are the subject of the individual contract or were made public by MIADANA, are considered as agreement about the quality of the goods. As far as a condition was not agreed upon, it is to be judged according to the legal regulation whether a lack is present or not (§ 434 exp. 1 p. 2 and 3 BGB). MIADANA assumes no liability for public statements of the manufacturer or other third parties (e.g. advertising statements), to which the client has not pointed out to MIADANA as decisive for the purchase.
6.2 The delivered goods are to be carefully examined immediately after delivery to the customer or to the third party designated by him. With regard to obvious defects or other defects that would have been recognizable during an immediate, careful inspection, they are considered approved by the client if MIADANA does not receive a written notice of defects within 8 working days after delivery. With regard to other defects, the goods are considered approved by the client if MIADANA does not receive a written notice of defect within 8 working days after the time when the defect became apparent; however, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time is decisive for the beginning of the period for giving notice of defect. Upon MIADANA's request, a rejected delivery item is to be returned to MIADANA freight prepaid. In the case of a justified complaint, MIADANA will reimburse the costs of the most favorable shipping route; this does not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
6.3 In case of material defects of the delivered items, MIADANA is obliged and entitled to choose between rectification of defects or replacement delivery within a reasonable period of time. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rework or replacement delivery, the client can withdraw from the contract or reduce the purchase price appropriately.
6.4 The warranty does not apply if the client changes the goods or has them changed by a third party without MIADANA's consent and the elimination of the defect becomes impossible or unreasonably difficult as a result. In any case, the client has to bear the additional costs of the defect removal resulting from the change.
6.5 The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages of the client from injury to life, body or health or from intentional or grossly negligent breaches of duty by MIADANA or its vicarious agents, which are each subject to the statutory provisions.
7 Retention of title and goods on approval
7.1 Until full payment of MIADANA's current and future claims from the respective purchase contract and an ongoing business relationship (secured claims), MIADANA retains ownership of the sold goods.
7.2 The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The client must inform MIADANA immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) have access to the goods belonging to us.
7.3 Upon request, MIADANA provides goods to clients for inspection. The basis of this contractual relationship is always an individual agreement, in which in particular the provision of a security is to be agreed. A claim to the surrender of goods for viewing or to the conclusion of a surrender agreement is not justified by this.
8. final provisions
8.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions; Article 3 EGBGB shall remain unaffected. If the customer has his habitual residence in another country within the EU/EEA at the time of the establishment of the membership, the application of mandatory legal provisions of this country shall remain unaffected by the choice of law made in these GTC.
8.2 No verbal collateral agreements have been made. Amendments and supplements to these GTC as well as all declarations of the parties relating to the membership must be made in text form. This also applies to the cancellation of the formal requirement.
8.3 The place of jurisdiction for all possible disputes arising from the business relationship between MIADANA and the client is Monheim.