Sec. 1 Scope of Application
(1) The below General Terms and Conditions (GTCs) and any other Ifolor terms and conditions of business possibly referred to therein in their version which is retrievable on the internet at the time of placing purchase orders shall exclusively apply to purchase orders from customers (hereinafter referred to as the “Customer” and/or the “Customers”) submitted to Ifolor GmbH, Reichenaustraße 19a, 78467 Konstanz, Germany (hereinafter referred to as “Ifolor”). Without an express approval in writing, Ifolor will not accept any deviating terms and conditions of the Customers.
(2) “Customer”/”Customers” in terms of these GTCs shall include both consumers and entrepreneurs. If and to the extent these General Terms and Conditions do not expressly provide otherwise, they shall be applicable to transactions with both consumers and entrepreneurs.
(3) “Consumer” shall describe any natural persons making transactions for purposes which can be allocated neither to their commercial activities nor to their professional freelance activities. “Entrepreneur” shall describe any natural or legal person or any association having legal capacity which, when concluding a legal transactions, does so as a part of his/her/their commercial or freelance professional activities.
Sec. 2 Purchase Orders, Contract Conclusion
(1) Contracts shall be concluded by placing purchase orders and by accepting them. Ifolor’s offers on the internet, in mobile applications, the ordering software programs or any advertisements shall not be considered offers in legal terms, but in invitation for Customers to make an offer to conclude a contract. Customers make an offer to conclude a contract by putting items into the virtual shopping cart on the website, the ordering program or the mobile application (in each case including their digital templates, image materials and text files) and by clicking on the “Purchase” button at the end of the check-out process. Subsequently, the Customers receive a confirmation by email which represents an acceptance of the contract offer by Ifolor. Purchase orders may additionally be placed with Ifolor by letter – by using the purchase order forms provided in our download centre or by using ordering bags which can be ordered on our website; for this purpose, the Customers must also provide a colour film (“photos from colour films”) or standard data storage devices (such as CDs, USB flash drives, SD data storage cards etc.). The acceptance of the offer and, consequentially, contract conclusion shall be made by delivering the relevant products.
(2) Modification, deletion or combination of purchase orders following purchase order placing is generally impossible. However, a possible right to withdrawal in terms of sec. 7 of our GTCs shall not be affected by this.
Sec. 3 Registration as a User, Log-On
(1) The Customers can register as users on our website by opening their personal customer accounts to save photo products and to finalise them at a later time or to place purchase orders without entering their address data again.
(2) Upon first-time registration, the Customers must provide a valid email address and the password which they themselves choose. If the Customers open customer accounts for companies, such as in the form of associations or joint-stock companies (legal persons), they guarantee by doing so that they are authorised to represent the company in question based on power of attorney or as a body authorised to company representation. Upon registration, the Customer shall be obliged to provide true, up-to-date and complete information with regard to data requested on the registration form.
(3) The Customers shall be obliged to protect the access data relating to their user accounts from unauthorised third-party access to prevent their user accounts from being misused. In addition, Ifolor recommends to regularly change the password. In the event that access data is lost or that unauthorised third parties have gained access to it, the Customer undertakes to immediately change their access data and, if need be, to have Ifolor temporarily block the account to the extent there is reason to believe that third parties will misuse the account.
(4) The Customers alone shall be responsible for the use of their customer accounts. In the case of (legal) misuse of customer accounts by the Customers themselves or by third parties, Ifolor reserves the right to temporarily or, in the event of repeated misuse, permanently block the relevant customer account; Ifolor shall inform the Customers about this.
Sec. 4 Transmission of Digital Image Files and Colour Films (“Image Materials”), Responsibility for Image Materials Lawfulness
(1) On the Ifolor web shop, Customers have the possibility of uploading their own Image Materials or to transmit to Ifolor digital image data relating to their purchase orders by way of direct uploads or after having installed on the ordering and processing software program on their computer or after having downloaded the app to their mobile devices (tablets/smartphones). In addition, Image Materials can be provided to Ifolor through the post or in any other way in the form of colour films (“photo orders from colour films”) and of standard data storage devices (“photo orders from data storage devices”).
(2) The Customer shall be responsible for any Image Materials which he/she uploads to the website and/or which he/she transmits to Ifolor in any other way to comply with the law. By uploading or delivering Image Materials, the Customer confirms that he/she disposes of the required rights to duplicate themselves and/or have third parties duplicate the contents and materials of the relevant image files. The customer guarantees, in particular, that no illegal templates, material or content will be sent, no laws for the protection of minors or criminal laws will be violated, all files, content and material sent to Ifolor do not violate any copyrights, trademark rights or other industrial and intellectual property rights of third parties, the general right of personality or other rights of third parties, and that these do not violate any applicable prohibition standards, in particular, the provisions on the dissemination of child pornography (§§ 184 et seq., of the German Penal Code). Should Ifolor become aware of any violations of these assurances, Ifolor shall immediately involve the appropriate law enforcement agencies. The customer affirms his/her unrestricted entitlement to commission Ifolor within the framework of the contractual relationship regulated in these GTC and the services associated therewith. It must be expressly noted that the verification of the violation of rights of use, copyrights as well as other industrial and intellectual property rights is not the object of our commission. Therefore, no liability is assumed for violations of trademark rights and copyrights. The customer shall be responsible for checking the legal admissibility of the text and images of his/her order templates. Ifolor shall be entitled to withdraw from the contract if, in the opinion of Ifolor, there is the mere possibility that the customer’s order template violates rights of use, copyrights and other industrial and intellectual property rights of third parties. In this case, Ifolor reserves the right to claim compensation, including the reimbursement of expenses incurred and lost profits.
(3) In the case where any third parties assert claims against Ifolor due to violations for which the Customer is responsible, the Customer shall comprehensively hold Ifolor harmless against any third-party claims and against any costs and expenses which Ifolor incurs in relation to such legal violations – which shall particularly include reasonable costs resulting from possibly required legal defence of Ifolor – or he/she shall reimburse such costs against submission of receipts.
(4) Apart from the above, the Customer undertakes to ensure that data – in particular image files – which he/she uploads to Ifolor servers and/or provides on data storage devices does not include any viruses, Trojans, worms, time bombs, cancelbots or any other damaging, deleting and/or blocking programs.
(5) By uploading and transmitting image files, the Customer grants Ifolor a simple usage right in the image files to prepare the products which the Customer ordered.
Sec. 5 Purchase Order Contents, Order Processing, Delivery
(1) If the Customer fails to make indications, Ifolor will deliver photos with a size of 11 cm (digital images) or with a size of 10 x 15 cm (135 colour negative) printed on high-gloss paper.
(2) In the event of large purchase orders from new customers, Ifolor reserves the right to deliver the products only against advance payments or against cash on delivery and/or to initially process only certain parts of the order; the new customer shall be accordingly informed about this. To the extent the Customer still needs to pay for any orders and they have already been given a written warning, Ifolor reserves the right to suspend the processing of other orders until Ifolor receive outstanding payments from the Customer or to deliver the products only against advance payment and/or cash on delivery. In special cases, Ifolor even reserves the right to reject any purchase orders without indicating any reasons for this. Should any image contents clearly violating statutory prohibitions be found on the image during order processing, Ifolor will not process the order and inform the Customer about this.
Sec. 6 Prices and Payment Conditions
(1) The products will be manufactured and supplied at the terms and conditions applicable on the day of order placing (submission of the purchase order), at the prices indicated in our web shop/mobile application and in the relevant currency. Any and all prices shall be deemed inclusive of statutory VAT, but exclusive of indicated delivery costs (share in the delivery costs).
(2) Delivery costs (shares in delivery costs) shall be additionally calculated and depend on the size/quantities of the relevant product. Applicable shares in delivery costs will be indicated during the online purchase order process and on the order forms/bags.
(3) For the payments, the Customer may select the payment methods indicated for selection. In the case of payment by direct debit authorisation, the invoice amount will be directly charged from the bank account indicated during the order process. If direct debiting from the Customer’s account is impossible due to reasons within the Customer’s control, such as due to insufficient funds, the Customer shall be obliged to reimburse to Ifolor any bank processing fees resulting from return debiting. Should the Customer pay against invoice, the invoice shall be due for payment within the payment period indicated on the invoice.
(4) The invoice shall be delivered together with the products and/or to any billing address deviating from the product delivery address or be provided to the Customer as a PDF file.
(5) Should the Customer fail to pay any invoice amounts due for payment on time, Ifolor shall be entitled to request the Customer to additionally pay statutory default interest and dunning charges which Ifolor actually incurred.
Sec. 7 Cancellation Policy
Right of Revocation
You have the right to withdraw from this contract within fourteen days without giving any reasons for this.
The withdrawal period amounts to fourteen days from the day on which you or any third parties indicated by you and who are not the forwarder took the last product in possession.
If you intend to exercise your right to withdrawal, you must inform us (Ifolor GmbH, Reichenaustraße 19a, 78467 Konstanz, Germany, email: firstname.lastname@example.org) about your decision to withdraw from the contract by way of a clear declaration (such as be letter, fax of email). For this purpose, you may use the withdrawal form template which you can download here, but you are not required to do so.
To comply with the withdrawal period, it is sufficient if you post your notification concerning the exercise of you right to withdrawal prior to the end of the withdrawal period.
If you decide to withdraw from this contract, we are obliged to reimburse to you any payments which we received from you, including any delivery costs (with the exception of additional costs resulting from you opting for any delivery method other than the most cost-efficient standard delivery method which we offer) without undue delay and in no case later than fourteen days from the day on which we received your notification concerning contract withdrawal. For such reimbursement, we will use the same payment method which was used for the original transaction, unless we expressly agreed otherwise with you. In no case will we charge any fees to you resulting from this reimbursement. We have the right to refuse reimbursement until the products were returned to us or until you produced evidence showing that you have delivered the products back to us, depending on which occurs first.
You shall be obliged to return or hand the goods over to us immediately and in each case within fourteen days from the day on which you inform us about you withdrawing from the contract. This period shall be deemed complied with if you deliver the goods prior to the end of the fourteen-day period.
We shall bear the costs resulting from goods return deliveries.
Only if any loss of value can be attributed to you checking the quality, features and functionality of the goods in a way which is not required will you be obliged to pay compensation.
Exclusion of the Right to Withdrawal
No right to withdrawal shall exist with regard to the supply of goods
- which are not prefabricated and whose production depends on the consumers’ individual choices or requests;
- which are clearly tailored to the consumers’ personal needs.
End of the cancellation policy
Those Customers who must be deemed entrepreneurs in terms of these GTCs (see sec. 1 para. 3) shall have no right to withdrawal.
Sec. 8 Retention of Title, Offsetting and Right of Retention
(1) Until complete payment of any and all claims which we have against the Customer based on a single purchase order, the delivery goods shall remain the property of Ifolor. In the case where the Customer is a body corporate organised under German public law, a German public-law special fund or an entrepreneur performing his/her commercial or freelance professional activities, the goods shall remain Ifolor’s property also during the business relationship until any and all claims were settled to which Ifolor is entitled based on the business relationship.
(2) The Customer shall have a right to offsetting only against claims which are undisputed, which were legally determined or which Ifolor acknowledges and he/she may exercise a right of retention only if his/her counter-claims are based on the same contractual relationship.
Sec. 9 Warranty / Period of Limitations
(1) In the case where the delivery goods have any defects – such as production errors or damage –, the Customer shall have a claim for subsequent performance in the form of repair or the delivery of new products free from any errors (subsequent delivery), depending on his/her choice. Ifolor shall be entitled to reject the selected form of subsequent performance if this is impossible for objective reasons or if this is possible only by incurring unreasonable costs. Should Ifolor completely reject subsequent performance or if subsequent performance failed, the Customer may, at their discretion, withdraw from the contract or reduce the purchase price.
(2) If any photo CDs ordered from Ifolor cannot be used right from the beginning, Ifolor shall provide a new photo CD free of charge on the condition that you return the photo CD to us and that you provide the negatives once again. Any other liability with regard to photo CDs manufactured by Ifolor shall be deemed to be waived – subject to the provisions under sec. 10 below.
(3) Apart from the above, statutory provisions and, with regard to entrepreneurs, special commercial inspection and defect notification obligations shall apply to any warranty matters.
(4) With regard to the delivered goods or rendered services, Ifolor does not grant any warranties exceeding those under the law and exclusive of those which Ifolor expressly grants in writing.
(5) Complaints / warranty shall be excluded for any and all spelling mistakes, images which have insufficient quality levels (such as due to low resolution with digital images), design errors for which the Customer is responsible (such as due to him/her ignoring any warnings when designing photo products), wrong selections of products, wrong order quantities or any other errors/defects which the Customer causes when placing the purchase order.
Sec. 10 Liability
(1) Liability of Ifolor, irrespective of the legal reason, shall be excluded to the extent any damage is not based on intention or gross negligence or on slightly negligent violations of significant contractual obligations. “Significant contractual obligations” shall be any obligations which protect the purchasers’ legal position with regard to the contract and which the contents of the relevant contract grant such purchaser. Those contractual obligations which are required for ordinary contract performance and those in relation to which the Customer may generally expect that such obligations are fulfilled shall also be considered “significant”. In cases of slight negligence, the amount of possible claims for damages shall be limited to foreseeable damage which is typical of this type of contract. The above provisions concerning limitation of liability shall accordingly apply to the liability of representatives/bodies and employees/vicarious agents of Ifolor.
(2) The above limitations of liability shall not apply to any claims of the Customer in the event of injuries to life, limb or health and to claims based on the German Product Liability Act [Produkthaftungsgesetz].
Sec. 11 Software Program, Licence and Usage Terms of Conditions
Any software programs which Ifolor provides on their website shall be subject to separate licence and usage terms and conditions (end-user licence agreement) which we published on our website.
Sec. 12 Final Provisions / Severability Clause
(1) Any individual agreements concluded with the Customer (including, but not limited to, ancillary agreements, supplements and amendments) shall prevail over these GTCs.
(2) Should individual provisions under these GTCs be or become invalid, this shall not affect validity of the remaining provisions. Invalid provisions shall be replaced by the relevant statutory provision.