Terms of service

Terms and Conditions

ECO Operations GmbH
Kaiser-Friedrich-Promenade 28
61348 Bad Homburg vor der Höhe
Germany
Website: https://b2b.group.eco
E-mail: sales@group.eco

V.i.S.d.P.: Christoph Schwerdtle and Thomas Nehfischer

Our general terms and conditions for business transactions

1)  Scope

a) These General Terms and Conditions (hereinafter referred to as "GTC") apply in the version valid at the time of conclusion of the purchase agreement and also to all future purchase agreements. In this shop, we sell exclusively to businesses as defined in § 14 of the German Civil Code (BGB).

b) You waive the application of your own purchasing terms and conditions. Any terms and conditions that deviate from, contradict, or supplement these General Terms and Conditions shall not become part of the contract, even if known, silent, or delivered tacitly, unless their validity is expressly agreed to in writing.

c) We are entitled to amend our terms and conditions with effect for the entire future business relationship with you after providing appropriate notice. The amendments will be deemed accepted if you do not send a written objection within 6 weeks of notification of the amendments. We will specifically draw your attention to this consequence when notifying you of the amendments.

2)  Conclusion of contract

a) The presentation of products in the online shop does not constitute a legally binding offer, but merely an invitation to submit an offer. By clicking the "Place order" button at the end of the ordering process, you submit a binding order for the goods contained in your shopping cart. Confirmation of receipt of your order ("order confirmation") follows immediately after you submit the order and does not yet constitute acceptance of the contract. We can accept your order by sending an order confirmation via email or by delivering the goods – without prior express acceptance.

b) The prices stated in the online shop are exclusive of statutory VAT and other price components. Shipping costs are shown separately.

c) The weight and dimension specifications, drawings, explanations, descriptions and illustrations contained in the product descriptions are industry-standard approximations and therefore do not constitute a guarantee of these properties.

d) You can view and save the contract terms in the order confirmation we send you by email before or at the time of concluding the contract. The corresponding General Terms and Conditions (GTC) can be accessed and saved in a reproducible format before and at the time of concluding the contract via the link "GTC". The GTC belonging to this offer are not separately stored by us after the conclusion of the contract and are therefore no longer accessible or retrievable from us after the contract has been concluded.

e) If the buyer is a merchant, only our written confirmation is authoritative for the content of orders and agreements, unless you object immediately. A notification to us is no longer considered immediate if it is not received by us within seven days. 

f) The conclusion of the purchase agreement is subject to the condition that, in the event of incorrect or improper delivery to us by our suppliers, we may not be able to deliver, or may only be able to deliver partially. This applies only if the non-delivery is not our fault, in particular if we have concluded a congruent hedging transaction with our suppliers. In the event of non-availability or only partial availability of the goods, you will be informed immediately and the payment will be refunded immediately.

g) In the event that an ordered item is unavailable, we reserve the right to provide a product or service of equivalent quality and price, provided this is reasonable for you and you agree to the replacement in writing. If a product or service of equivalent quality and price cannot be provided, or if you do not agree to the replacement, we cannot provide the promised service. In this case, the statutory provisions apply.

3) Delivery conditions

a) Unless otherwise agreed, the prices quoted in the offers do not include packaging, freight, postage, and insurance costs. The amount of these costs depends on the information provided in the specific offer and is payable in addition to the purchase price.

b) The delivery period begins, in the case of payment in advance, on the day after the payment order is issued to the remitting bank, or, in the case of other payment methods, on the day after the order is placed, and ends on the last day of the period. We do not guarantee adherence to a delivery period unless it has been expressly designated in writing as a "fixed date". 

c) Delivery delays caused by operational disruptions, official measures, and force majeure will result in a reasonable extension of the delivery period. Force majeure also includes industrial action, including strikes and lawful lockouts at our company or at our suppliers. If delivery or performance becomes impossible or unreasonable due to the aforementioned circumstances beyond our control, we will be released from our delivery obligation. If the delivery delay lasts longer than one month, both we and you are entitled to withdraw from the contract, provided that delivery is not made within the grace period previously set by us or you. Your claims for damages are excluded in the cases described in this clause, within the limits of clause 7.

d) Unless otherwise expressly agreed, the shipping method will be chosen at our discretion.

e) We expressly reserve the right to make partial deliveries. However, partial deliveries are only permitted if they do not fall below a quantity that is reasonable for you. We will bear the additional costs of a partial delivery, provided that you are not at fault for the partial delivery.

f) In the case of a sale involving shipment, the risk of accidental loss or accidental damage to the goods sold passes to the buyer upon handover to the carrier.

4) Retention of title

a) The delivered goods remain our property ("reserved title") until all our claims arising from the business relationship with you at the time of the respective contract conclusion have been paid in full. Reserved title also extends to any future claims we may have against you, including any outstanding balances.

b) You must notify us immediately of any infringement of our rights to the goods subject to retention of title. You shall bear the costs of all measures taken to release the goods subject to our security assignment from any third-party rights.

c) Insofar as our claims secured under this clause are secured by reserved goods and/or assignments or other securities to more than 110% on a non-temporary basis, we will release security rights up to the aforementioned limit at your request.

d) For the duration of the retention of title, you bear the risk of loss, wear and tear or damage to the goods subject to retention of title.

e) Pledging or assigning the goods subject to retention of title to third parties as security, as well as assigning or pledging any expectant rights to the goods by you, is prohibited. You are revocably authorized to resell the goods subject to retention of title or the item resulting from their processing within the scope of your ordinary course of business. We will only exercise this right of revocation in the event of a culpable breach of duty. You hereby assign to us all claims to which you are entitled from the resale and the business relationship with your customers in connection with the resale, including any current account balance claims with all ancillary rights. We hereby accept this assignment. You are authorized and obligated to collect the claims assigned to us as long as we do not revoke this authorization due to your culpable breach of duty. The authorization to collect also expires without express revocation if you cease your payments. Upon expiry of the authorization to collect, you must, at our request, immediately inform us in writing to whom you have sold the goods and what claims you are entitled to from the sale. Any funds received by you after the expiry of the right to collect receivables assigned to us must be accepted in trust up to the amount of all secured receivables and immediately paid out to us.

5) Payment terms

a)  The shop offers the payment options direct debit, invoice and prepayment.

For the payment method "invoice", the amount shown on the invoice must be transferred to the following bank account within the specified payment period:

Account holder: ECO Operations GmbH
IBAN: DE42 5105 0015 0159 0762 15
BIC: NASSDE55XXX
Bank: Nassau Savings Bank

b) We reserve the right to exclude certain payment methods in individual cases.

c) In the case of advance payment, we are only obliged to deliver the goods once you have made full payment for the goods.

d) If you choose the payment method “direct debit”, you will have to bear any costs incurred due to a chargeback, provided that these costs are your fault.

e) In the event of your default, we are entitled to charge default interest at the statutory rate. Further damages resulting from the default remain unaffected by the assertion of default interest.

f) You are only entitled to offset counterclaims if the counterclaims are undisputed or have been legally established. This restriction does not apply if and to the extent that the counterclaims are based on defects in the goods we supplied. 

g) You are only entitled to exercise a right of retention if the corresponding counterclaim is based on the same contractual relationship.

6)  Warranty

a) In the event of defects, we will, at our discretion, provide a remedy by repair or replacement. If the replacement/repair fails or is unsuccessful within a reasonable timeframe, you have the option of withdrawing from the contract for the affected delivery or reducing the purchase price. We reserve the right to a reasonable number of replacements/repairs. If you choose a price reduction, we will promptly refund any overpayment. Claims for defects are excluded in cases of only minor deviations from the agreed-upon quality or usability.

b) The warranty period is 1 year from delivery of the goods. This period does not apply where the law mandatorily prescribes longer periods.The legal regulations concerning the suspension, interruption and recommencement of time limits remain unaffected. 

c) Defects in special items that were known to the contracting party at the time of the conclusion of the contract are excluded from the warranty.

d) The presentation of the goods does not constitute a guarantee of characteristics, but is merely to be understood as a description of performance.

e) The foregoing limitations and restrictions of the warranty do not apply if the warranty claims are based on intent or gross negligence on the part of us, our officers, employees, or agents, or if damage to life, body, or health has occurred due to our fault or that of our officers, employees, or agents, or if a defect has been fraudulently concealed. Further claims, in particular claims for damages, are limited or excluded in accordance with the provisions of clause 7.

f) Merchants are obligated to properly inspect the delivered goods immediately upon receipt and to notify us in writing without delay of any defects, incorrect deliveries, or shortfalls. Notification is considered immediate if it is received by us within 8 days of delivery of the goods. Latent defects must be reported in writing by merchants immediately upon their discovery. 

g) Within the framework of a recourse claim pursuant to Section 478 of the German Civil Code (BGB), the merchant must inform us of any complaints from his customers and give us the opportunity to settle any warranty claims from his customers directly with them. If Friends of Dents GmbH does not avail itself of this opportunity, we are liable to the merchant only to the extent that the merchant has not granted his customers any rights beyond the statutory warranty claims. 

7)  Limitation of liability

a) The following exclusions and limitations of liability also apply to tort claims insofar as they compete with contractual claims.

b) Our liability for damages of any kind is excluded. This exclusion does not apply.

-for damages caused intentionally or through gross negligence by Friends of Dents GmbH;

-In cases of slight negligence, for damages resulting from injury to life, body, or health, and – subject to the provisions under clauses 7 c) and d) – for damages resulting from a breach of essential contractual obligations by Eco Products GmbH. Essential contractual obligations are all obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance you regularly rely and are entitled to rely.

c) In cases of negligent breach of essential contractual obligations, our liability – with the exception of damages to life, body or health – is limited to the typical damage foreseeable by us at the time of conclusion of the contract or commission of the breach of duty.

d) For merchants, claims for damages due to slight negligence on our part are excluded if they are not asserted in court within a period of three months after rejection of the claims with a corresponding notification to us or our insurer.

e) The foregoing exclusions and limitations of liability in this clause also apply to our liability for our officers, employees or agents, as well as the personal liability of our officers, employees and agents.

 f) The foregoing exclusions and limitations of liability in this clause shall not apply to the extent that insurance coverage exists under a liability insurance policy.They also do not apply to claims under the Product Liability Act, insofar as liability for personal injury and property damage is stipulated under mandatory provisions of product liability law.

8)  No liability for "links"

HYDROPHIL // Eco Operations GmbH hereby expressly distances itself from all content of linked pages or graphics and under no circumstances adopts them as its own. Any violations of applicable law, custom, or morality that come to the attention of HYDROPHIL // Eco Operations GmbH will result in the immediate deletion of the corresponding links, graphics, entries, or similar content.

9) Severability Clause

Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions or the contract as a whole. The statutory regulations shall apply in its place. Under no circumstances shall the relevant provision in these terms and conditions of sale and delivery be replaced by the customer's terms and conditions. The same applies in the event of any gap in these terms and conditions of sale and delivery.

10) Place of performance

The place of performance for all contractual and legal claims is the registered office of Eco Operations GmbH; Kaiser-Friedrich-Promenade 28, 61348 Bad Homburg vor der Höhe.

11)  Choice of law

The laws of the Federal Republic of Germany shall apply exclusively. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12)  Jurisdiction

For customers who are merchants, Hamburg is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with these terms and conditions, as well as contracts concluded on the basis of these terms and conditions. For other businesses, the statutory provisions regarding jurisdiction apply.

Eco Operations GmbH
Kaiser-Friedrich-Promenade 28
61348 Bad Homburg vor der Höhe
Germany
E-mail: sales@group.eco
© ECO Operations GmbH 2023