MEPHISTOSA's Standard Terms and Conditions of Sale (General Sales).
These General Terms and Conditions of Sale shall apply to all product sales by MEPHISTOSA. And shall take precedence over the Client’s additional or different terms and conditions which are hereby rejected. The Client’s purchase of MEPHISTOSA products represents acceptance of these General terms and Conditions of Sale and any attachments which together constitute the entire understanding between the parties and supersede any previous communications, representations or agreements by either party unless in writing and signed by one authorized representative of each party.
All orders are subject to acceptance by MEPHISTOSA and become legally effective only with the written order acknowledgement of MEPHISTOSA, or in the absence thereof upon delivery. Upon acceptance by MEPHISTOSA, all Client orders become binding and cannot be varied by the Client without the written agreement of MEPHISTOSA.
Minimum order quantities may apply as communicated by MEPHISTOSA.
3. Product Specifications
MEPHISTOSA may change its product specifications at any time.
Information appearing in catalogues, brochures etc. or qualities of a product such as colour, quality or dimensions will be binding only when referenced in the order acknowledgement.
Deviations due to manufacturing process e.g. in quantities, colours, dimensions, weights and products qualities are permissible.
Unless agreed otherwise in writing, all prices are shown net in EUR.
Transport to the Client’s address will be charged at a cost as arranged by us. Goods in transit between MEPHISTOSA and the Client’s destination address are not insured. All prices charged are subject to the price list in effect on the date of delivery and are invoiced in EUR, and other prices quoted by MEPHISTOSA are valid only for the period of time stated in MEPHISTOSA quotation. Sales tax, VAT or and other taxes and customs applicable on the sales transaction are invoiced in addition.
5. Terms of Payment
Unless agreed otherwise in writing, payments shall be made in EUR in advance.
Payment is effected when MEPHISTOSA may freely dispose of the funds. In case of payment in a freely convertible currency other than the invoice currency, the exchange risk and all related charges shall also be borne by the Client.
The Client is liable for interest charges of 12% per annum starting from the due date. No Claim made by the Client extends the time for payment.
MEPHISTOSA reserves the right to change payment terms or to discontinue performance under any agreement with the Client at any time, when in MEPHISTOSA’s opinion the Client’s financial condition or previous payment record so warrants.
6. Delivery, delays in Performance
Delivery dates are subject to availability. The delivery date begins with the date of the order acknowledgement. MEPHISTOSA shall not be liable for its failure to meet delivery dates. Delivery dates are non-binding indications only and subject to availability. Partial delivery is permitted and may be invoiced.
MEPHISTOSA shall not be liable for any delay in performance hereunder due to unforeseen circumstances or due to causes beyond MEPHISTOSA’s control, including but not limited to force majeure, acts of government, military conflicts, delays in transportation, or customs formalities, transport damage, energy shortages or labour disputes, and delays or inability to deliver by MEPHISTOSA’s suppliers.
Any dates specified by MEPHISTOSA for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
7. Limited Warranty and Liability
Except as provided in 7.2 MEPHISTOSA warrants to the Client that products purchased from MEPHISTOSA will be free from defects in materials and workmanship for 3 months from delivery.
Insignificant deviations from the product specifications are excluded from this warranty. MEPHISTOSA’s warranty shall not apply to any products which have been in MEPHISTOSA’s opinion subject to normal wear and tear, abuse, modifications, attempted repair, negligence, misuse or accident. Parts subject to wear, such as batteries, bulbs etc., are also excluded from warranty. Unauthorized modification or misuse, non-compliance with instructions or information provided, or any use outside environmental specifications discharges MEPHISTOSA from any liability under this warranty. This warranty applies to third party supplied products only to the extent and insofar as the supplier makes and honors a warranty to MEPHISTOSA. This warranty extends to Client only. Client should not convey the warranty, or make any warranty on behalf of MEPHISTOSA to any subsequent purchasers.
The Client shall thoroughly examine all deliveries without delay.
Any claim under this warranty must be made in written form sent by registered mail within 14 days after receipt of the defective merchandise, including a detailed description of the defect. Otherwise the delivery is approved. All warranty claims must be made by registered letter immediately upon discovery of the defect.
As Client’s sole and exclusive remedy for breach of this warranty, MEPHISTOSA will – at its sole discretion – repair, or replace defective goods, which are acknowledged by MEPHISTOSA, with non-defective goods or grant separate agreement a reasonable price reduction. The goods may only be returned upon prior approval and in accordance with the explicit instructions of
THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE, AND NO OTHER WARRANTY IS EXPRESSED OR IMPLIED; MEPHISTOSA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT.
MEPHISTOSA’S LIABILITY IS LIMITED AND DIRECT DAMAGE WITH RESPECT TO THE GOODS THEMSELVES, AND SHALL IN NO EVENT EXCEED THE AMOUNT PAID TO MEPHISTOSA FOR THE RELEVANT GOODS, IN NO EVENT IS MEPHISTOSA LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES, HOWEVER BASED AND IRRESPECTIVE OF WHETHER MEPHISTOSA HAD KNOWLEDGE OF THE POSSIBILITY THEREOF, UNLESS WHERE LIABILITY IS ENFORCED BY LAW IN CASES OF WANTON OR GROSS NEGLIGENCE. THE BURDEN OF PROOF IS THE CLIENT.
Within the scope of product liability, MEPHISTOSA’s liability to personal injury or to damages sustained by a consumer.
MEPHISTOSA products are intended for use in the fields of fashion, jewelry, accessories and textile. Due to their physical properties, MEPHISTOSA products are unsuitable for other uses. The Client shall defend, indemnify and hold MEPHISTOSA harmless from any and all third party claims based on product liability or otherwise relating to uses of MEPHISTOSA products purchased by Client, and waives all its owns claims.
The Client shall ensure that Sections 7.7 through 7.10 are made binding on all subsequent purchasers.
8. Industrial Protection Rights
The Client is entitled to utilize the trademarks which are affixed to the goods or its packaging by MEPHISTOSA for the purpose of identification of the unchanged or originally packed goods. Any further utilization (e.g. the utilization of the trademarks, names, logos or other industrial protection rights of MEPHISTOSA, together with trademarks, names or other industrial protection rights of the Client or third parties or for the purposes of identification of the Client’s products or third parties’ products) is prohibited. The utilization of MEPHISTOSA’s industrial protection rights in publication, irrespective of the medium, is only permitted after the prior written consent by MEPHISTOSA. Upon utilization of trademarks, the registration thereof should be identified, by way of the ®symbol.
9. Retention of title
MEPHISTOSA shall retain ownership of all goods supplied until settlement in full of all accounts receivable has been made.
MEPHISTOSA is entitled to take possession of all goods subject to MEPHISTOSA retention of ownership if the Client breaches these terms, including, without limitation if: (i) the Client fails to store and maintain the goods in a reasonable manner, (ii) is in default of payment of the purchase price, or (iii) the Client fails to make a debtor in any insolvency proceeding, formal or informal.
10. Returns Policy
MEPHISTOSA will not accept the return of any Goods without the prior written authorization of MEPHISTOSA. It is the Client’s responsibility to check that the delivered goods are as ordered.
Special orders are not refundable
All returned Products must be received, at the Client’s expense, by MEPHISTOSA within 15 days of shipment by MEPHISTOSA.
11. Data Protection.
The Client agrees to the electronic data collection and processing of the Client’s address, contact names and details and other data necessary for the business transaction for the purpose of internet use by MEPHISTOSA in the meaning of applicable data protection provisions and to fulfill MEPHISTOSA’s legal obligations.
12. Applicable Law
This contract is subject to Luxemburgish Law without regard to principles of conflict of laws.