Terms of service

I. Scope of Application

1. These General Terms and Conditions of Sale and Delivery (hereinafter: "Terms of Sale") apply to the sale and delivery of gemstones, river gold, and other materials via the wholesale online shop of AURHEN ecofair, owned by Felix Durejka (hereinafter: "AURHEN ecofair") to the customer, even if they are not expressly mentioned in subsequent contracts.
2. The product offerings in AURHEN ecofair's wholesale online shop are exclusively directed at entrepreneurs, legal entities under public law, or special public law funds (§ 310 para. 1 BGB). Consumers, i.e., individuals concluding a legal transaction for purposes that predominantly cannot be attributed to their commercial or self-employed professional activity, are excluded from purchasing in the wholesale online shop.
3. These Terms of Sale apply exclusively. Deviating, conflicting, or supplementary terms of the customer shall not become part of the contract unless AURHEN ecofair has expressly agreed to their validity. These Terms of Sale shall also apply if AURHEN ecofair unconditionally carries out a delivery to the customer with knowledge of their deviating, conflicting, or supplementary terms.
4. Individual agreements with the customer always take precedence over these Terms of Sale. The content of such agreements is, subject to proof to the contrary, determined by a written or text-form agreement between the parties.
5. Any rights to which AURHEN ecofair is entitled under statutory provisions beyond these Terms of Sale remain unaffected.

II. Conclusion of Contract

1. The contract is concluded with Felix Durejka, conducting business under AURHEN ecofair.
2. The product offerings by AURHEN ecofair in the wholesale online shop do not constitute a contractual offer but merely an invitation for the customer to submit an offer ("invitatio ad offerendum").
3. By completing an order, the customer submits a binding contractual offer. An automatically generated order confirmation does not yet constitute an acceptance of the offer but merely confirms that the offer has been received by AURHEN ecofair. The order only becomes binding when confirmed in writing by AURHEN ecofair. An order confirmation generated by automated means is considered written even without a signature or name reproduction. Acceptance of the offer also occurs if AURHEN ecofair ships the goods to the customer without prior confirmation.
4. The owed condition of the goods is exclusively determined by AURHEN ecofair's own specifications and the manufacturer's product description, not by public promotions, statements, or other advertising by the manufacturer. Samples, illustrations, drawings, weight and measurement details, as well as other descriptions in the wholesale online shop, are approximate unless expressly designated as binding by AURHEN ecofair. They do not constitute a guarantee or agreement on the condition of the goods.

III. Delivery Period and Delay

1. The agreement of delivery periods and dates requires written form. Delivery periods and dates are non-binding unless expressly designated as binding by AURHEN ecofair.
2. The commencement of a delivery period begins with the dispatch of the order confirmation by AURHEN ecofair, and in the case of an agreed advance payment, not before receipt of the advance payment in AURHEN ecofair's account.
3. Agreed delivery periods or dates are met if AURHEN ecofair makes the goods available at the agreed place of delivery or, in the case of a sale by dispatch, hands them over to the person responsible for the shipment before the period expires.
4. If the failure to meet delivery periods or dates is due to force majeure or other circumstances unforeseeable at the time of the contract, the delivery periods shall be extended by the duration of the hindrance plus a reasonable start-up period. Events of force majeure include natural disasters such as floods, storm surges, hurricanes, typhoons, earthquakes, lightning, avalanches, landslides, fire, epidemics (including pandemics), war, unrest, revolutions, military or civil coups, uprisings, blockades, official and governmental orders, strikes, and lockouts. AURHEN ecofair will inform the customer immediately of any delivery delay. If the hindrance lasts more than 90 days, AURHEN ecofair is entitled to withdraw from the contract and will promptly refund any advance payment made.
5. Delivery is subject to correct and timely self-supply by AURHEN ecofair. In case of incorrect self-supply and conclusion of a congruent hedging transaction, AURHEN ecofair is entitled to withdraw from the contract unless AURHEN ecofair is responsible for the incorrect supply. AURHEN ecofair will inform the customer immediately about the unavailability of the goods and whether it will exercise its right to withdraw. Any advance payments will be refunded promptly in the event of withdrawal.
6. AURHEN ecofair is entitled to make partial deliveries if this is reasonable for the customer, considering both parties' interests. Any additional shipping costs shall be borne by AURHEN ecofair. The customer is only entitled to withdraw from the entire contract in the case of partial delivery if they have no interest in the partial delivery.

IV. Place of Delivery, Transfer of Risk, and Default of Acceptance

1. Unless otherwise agreed, the goods will be shipped to the delivery address provided by the customer ("sale by dispatch"). Unless otherwise agreed, AURHEN ecofair is entitled to determine the type of shipment.
2. The risk of accidental loss and deterioration passes to the customer upon handover of the goods to the person designated to perform the shipment. Handover is deemed equivalent if the customer is in default of acceptance.
3. If the customer is in default of acceptance, AURHEN ecofair is entitled to demand compensation for damages incurred as follows: 0.5% of the net price of the delivered goods per day of delay, but no more than 5% of the net price in total. The right to claim further damages and prove lower damages remains reserved for both parties.

V. Prices

1. The agreed price in EUR stated in the order confirmation of AURHEN ecofair applies, plus packaging and the applicable statutory VAT. Unless otherwise agreed, the customer bears the shipping costs and any desired transport insurance.
2. If cost elements of the goods increase after the contract is concluded, particularly due to wage increases, raw material price rises, general price inflation, or comparable circumstances, AURHEN ecofair is entitled to adjust prices accordingly. AURHEN ecofair will consider the customer's legitimate interests, particularly regarding existing obligations to resell the goods at a certain price. Upon request, AURHEN ecofair will provide proof of the price adjustment factors. Conversely, the customer is entitled to a price reduction if cost elements decrease. Either party may withdraw from the contract if adherence becomes unreasonable due to the price adjustment.

VI. Payment Terms

1. Unless otherwise agreed, the purchase price plus any costs for packaging, shipping, and insurance is payable within 10 days of invoice receipt, to the account specified in the invoice without any deductions. Discounts and rebates require a written agreement.
2. If circumstances arise after contract conclusion that significantly reduce the customer's creditworthiness or jeopardize the payment of AURHEN ecofair's outstanding claims, AURHEN ecofair is entitled to make further deliveries only against advance payment or security.
3. In case of payment default, AURHEN ecofair is entitled to charge default interest as per statutory regulations. Further claims for damages remain unaffected.
4. The customer may only set off or assert a right of retention if their claim is legally established or undisputed. A right of retention may only be asserted if the customer's counterclaim arises from the same contractual relationship.

VII. Retention of Title

1. Ownership of the goods remains with AURHEN ecofair until full payment of all present and future claims arising from the contract and ongoing business relationship (secured claims).
2. Goods under retention of title may not be pledged or transferred as security before full payment of the secured claims. The customer must inform AURHEN ecofair immediately in writing if insolvency proceedings are initiated or third parties seize goods under retention of title.
3. The customer is obliged to handle the goods under retention of title with care and insure them at their own expense against fire, water, and theft at replacement value. The customer hereby assigns any insurance claims to AURHEN ecofair, which accepts this assignment. If the assignment is not permissible, the customer irrevocably instructs their insurer to make payments solely to AURHEN ecofair. Further claims by AURHEN ecofair remain unaffected. Proof of insurance must be provided upon request.
4. In the event of contractual breaches, particularly non-payment of the due purchase price, AURHEN ecofair is entitled to withdraw from the contract or reclaim the goods based on the retention of title. The request for return does not constitute a withdrawal declaration unless explicitly stated. AURHEN ecofair may reclaim goods without declaring withdrawal but reserves the right to do so. Withdrawal requires an unsuccessful payment deadline unless legally dispensable.
5. If goods under retention of title are combined with other items not owned by AURHEN ecofair, resulting in essential components, AURHEN ecofair acquires co-ownership of the new product proportional to the value of the retained goods.
6. The customer is authorized to resell and/or process the goods under retention of title in the ordinary course of business until revoked. Additional provisions apply:
   • a. The customer assigns all claims against third parties arising from the resale or processing of goods to AURHEN ecofair as security. AURHEN ecofair accepts the assignment.
   • b. The customer is authorized to collect claims alongside AURHEN ecofair. AURHEN ecofair agrees not to collect the claims as long as the customer meets payment obligations, no deficiency in their performance exists, and AURHEN ecofair does not assert its rights under subsection 4. If conditions change, AURHEN ecofair may demand that the customer disclose assigned claims, debtors, provide necessary collection information, documents, and notify third parties of the assignment.
   • c. If the realizable value of the securities exceeds AURHEN ecofair's claims by more than 10%, AURHEN ecofair will release securities of its choice upon the customer's request.
   • d. For deliveries to jurisdictions that do not recognize retention of title, the customer shall provide AURHEN ecofair with equivalent security and perform all necessary actions to establish this security.

VII. Customer's Warranty Claims, Limitation Period

1. Customer warranty rights require that the customer has complied with their statutory duties of inspection and notification of defects (§§ 377, 381 BGB). Obvious defects and those recognizable upon immediate inspection upon receipt must be reported in writing without delay. Hidden defects must be reported to AURHEN ecofair in writing immediately upon discovery. A notification is deemed timely if it is received within five (5) business days by AURHEN ecofair. Failure to properly inspect and/or notify of defects excludes AURHEN ecofair's liability. The customer must describe the defect(s) in the notification.
2. In case of defects, AURHEN ecofair reserves the right to choose between remedying the defect or delivering a defect-free replacement.
3. Warranty rights do not exist:
   • a. for only minor deviations from the agreed quality or minor impairment of usability, particularly, but not limited to, deviations in structure and color inherent to the natural materials used and customary in trade;
   • b. for natural wear and tear;
   • c. for defects arising after the transfer of risk due to improper handling, storage, maintenance, excessive stress, or improper use.
4. AURHEN ecofair is also not liable for defects resulting from:
   • a. alterations made to the delivered goods by third parties or through the integration of components of third-party origin, unless the defect is unrelated to such alteration or the third party was explicitly commissioned by AURHEN ecofair;
   • b. the customer having the defect rectified by unqualified third parties.
5. If a defect complaint is unjustified, AURHEN ecofair is entitled to reimbursement of incurred expenses, unless the absence of a defect was not recognizable to the customer.
6. The limitation period for customer claims for defects in new goods is twelve (12) months from delivery. For used goods, warranty claims are excluded. This limitation and exclusion also apply to tort claims based on product defects. The aforementioned limitations do not apply to compensation claims under Section IX.1. In such cases, statutory provisions apply. This limitation/exclusion does not affect the customer's right of recourse under § 478 BGB when the last contract in the supply chain is a consumer goods purchase.

IX. Other Liability of AURHEN ecofair

1. AURHEN ecofair is liable without limitation for any legal reason in the event of injury to life, body, or health. The same applies to intent, gross negligence, breach of warranty, fraudulent concealment of defects, and mandatory liability for product defects (particularly under the Product Liability Act).
2. For slight negligence, AURHEN ecofair is only liable—subject to clause 1—if essential contractual obligations are violated. Essential obligations are those enabling proper contract execution and on which the customer regularly relies. In such cases, liability is limited to foreseeable, typical damages.
3. The customer may only withdraw from the contract due to a breach of duty not related to defects if AURHEN ecofair is responsible for that breach.

X. Intellectual Property Rights

1. AURHEN ecofair retains all ownership and copyrights to all illustrations, drawings, and documents unless these are created exclusively for the customer and compensated accordingly. These materials must not be disclosed to third parties without AURHEN ecofair's explicit consent.
2. If deliveries are made based on customer drawings or specifications that infringe third-party intellectual property rights, the customer must indemnify AURHEN ecofair against all resulting claims (including legal fees).

XI. Contract Language, Storage of Contract Text

1. The language available for contract conclusion is German.
2. AURHEN ecofair stores the contract text and sends the customer the order data and Terms and Conditions via email. The customer can view the contract text in the customer login area.

XII. Applicable Law, Jurisdiction

1. The contractual relationship between the customer and AURHEN ecofair is governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction—also internationally—for all claims arising from the business relationship is the registered office of AURHEN ecofair, provided the customer is a merchant. AURHEN ecofair is also entitled to file a claim at the place of performance or the customer's general place of jurisdiction.
3. The place of performance is the registered office of AURHEN ecofair.