Terms & Conditions for professionals
MAOMI, Dr. Uta Meeder
Telephone: +49 (0)621.3918 6807, +49.179. 39196807
1. Application of Terms and Conditions and the Agreement
The Agreement will apply to all goods and products supplied, and occasionally work carried out, by MAOMI as suppliers of products and services except to the extent otherwise agreed by MAOMI in writing. Any party obtaining goods, products or services from MAOMI is “the Customer” (including the Customer’s directors, employees, servants, agents, representatives, assignees and licensees). No previous statement, representation, information, comment or remark in each and any case emanating from MAOMI or other possible source of reliance by the Customer shall be of any effect or consequence unless expressly provided for and allowed by the Agreement.
2. Preliminaries & Conclusion of contract
2.1 MAOMI supplies distinctive and singular design products including furniture/objects, usually to the Customer’s specification.
2.2 The Customer can place a binding order with MAOMI in any manner. A contract is concluded when MAOMI confirms the order in writing by issuing an order confirmation or invoice to the customer.
2.3 A contract via MAOMI's online shop is concluded by the customer's offer and MAOMI's acceptance by means of an order confirmation. The presentation of the goods in MAOMI's online shop does not constitute a legally binding offer, but an invitation to order (invitatio ad offerendum). By clicking the "order with obligation to pay" button in the last step of the ordering process, the customer makes a binding offer to purchase the goods displayed in the order overview. The customer is legally bound to this offer for three days. A contract is only concluded when the customer subsequently receives an order confirmation from MAOMI.
When ordering via the online shop, first place the desired goods in the shopping basket during the ordering process. There you can change the desired number of items at any time or remove selected goods completely. If you have placed goods in the shopping basket, clicking on the "Continue" button will take you to a page where you can enter your data and then select the shipping and payment method. Finally, an overview page opens where you can check your details. You can correct your input errors (e.g. regarding payment method, data or the desired number of items) by clicking on "Edit" in the respective field. If you wish to cancel the ordering process completely, you can simply close your browser window. Otherwise, after clicking the confirmation button "Order with obligation to pay", your declaration becomes binding in the sense of 2.3 of these Terms and Conditions.
The contractual provisions with details of the goods ordered, including these Terms and Conditions will be sent to you by e-mail with the acceptance of the contract offer or with notification of this. A storage of the contractual provisions by us does not take place.
2.4 Delivery times may vary depending on the product. Delivery will be made as soon as possible.
2.5 As a supplier of products to the Customer’s specification and order MAOMI relies entirely on the Customer or any party acting on the Customer’s behalf accurately and competently placing any Order and MAOMI shall be entitled to assume that information supplied by the Customer is correct. The contents of MAOMI’s marketing brochures and other printed or digital materials promoting or advising on (including in respect of care and maintenance) MAOMI’s products from time to time (including any errors in printing, layout or typesetting) shall not be binding on MAOMI in relation to any Order Confirmation unless this has been expressly stipulated in the Order Confirmation or otherwise in the Agreement. The Customer shall be deemed to have read, fully considered and understood all product guidelines and care instructions issued by MAOMI from time to time. Whilst every effort is made to portray items accurately, slight variations may occur. All measurements quoted are approximate
and the reproduction of colors and finishes is as accurate as photographic and publishing processes will allow. Please note there may be variations in color, dependent on the calibration and settings of individual screens.
2.6 Samples supplied by MAOMI shall be used only for the purposes of assessment and consideration of the specification for a proposed Order Confirmation and may on no account be used in any installation or setting whether by the Customer or otherwise. Samples serve only to give a general idea of the products and therefore have no binding value and are subject to no warranties or assurances by MAOMI. Whilst every effort is made to achieve reasonable consistency between samples and delivered product, deviations in structure and color compared to the exhibit are reserved, insofar as these are part of the natural characteristics or ageing of the product and are customary in the trade, and accordingly give the Customer no right to cancellation, refund or other remedy. All samples are held strictly to MAOMI’s order and must be returned on demand at the Customer’s cost.
2.7 MAOMI’s expectation is that the Customer will have the Customer’s own project management and design personnel (e.g. architect, designer, consultant). Unless MAOMI specifically agrees otherwise in writing an Order Confirmation will never require any services on the part of MAOMI. MAOMI may provide levels of advice and assistance to a Customer in the process of assessment and selection of MAOMI-supplied products but such advice and assistance will be entirely without liability and the Customer must rely on the Customer’s own professional staff and/ or service providers to satisfy the Customer as to the suitability of the Customer’s intended application.
2.8 If the Customer and MAOMI agree in principle that MAOMI will provide certain services, then any such services will be the subject of separate negotiation and written agreement as to, e.g. fees, studio and design materials, travel, deliveries, taxis, subsistence and out of pocket expenses (a “Service Contract”). In the absence of such a Service Contact, no agreement for services shall be implied and MAOMI’s performance shall be limited to the supply of products in accordance with the Order Confirmation and the Agreement.
3. Prices, and Costs
All sums are exclusive of Value Added Tax where applicable at the prevailing rate.
4. Customer Responsibilities
4.1 It is the Customer’s sole responsibility to obtain all necessary surveys and permissions, including planning approval and other building consents and MAOMI shall at all times be free of any obligation or liability in respect of such matters.
4.2 For the avoidance of doubt, post-Order Confirmation, changes or alterations requested by the Customer will inevitably involve material impact on both price and timetable for delivery of relevant products. All revisions shall require appropriate written verification of the amendment of the Order Confirmation as specified by MAOMI.
5. Invoicing and Payment / Default
5.1 Payment may be made via immediate bank transfer. Payment is required either before or upon Order Confirmation.
5.2 If MAOMI agrees an invoice basis with the Customer invoices are payable within 14 days from the date of invoice unless otherwise agreed with the Customer.
5.3 Payments made by the Customer shall be applied firstly against all costs, charges and expenses payable, secondly against all interest payable, and thirdly against invoices, oldest due date first. The Customer shall have no entitlement to specify the application of any payment.
5.4 All payments shall be in Euro and made by transfer direct to MAOMI’s bank account and the cost of transmission and/or currency conversion shall be at the sole expense of the Customer. If fees and costs have been agreed in a currency other than euros, payments will be charged in euros on the second working day before the date of actual payment.
6. Delivery, Title, Complaints & Returns
6.1 MAOMI shall deliver products as the Order Confirmation or Agreement otherwise specifies, which will reflect previous discussions between MAOMI and the Customer as to appropriate shipping arrangements including any insurance.
6.2 Some products may need assembling upon arrival. Full instructions will be supplied on delivery and these may, where appropriate, include cleaning and care advice.
6.3 When signing for delivery of goods from a courier the Customer check the item with courier present, or sign ‘unchecked’. MAOMI will not be held responsible for goods damaged during transport, if they are signed for at destination.
6.4 The Customer must immediately inspect the products for visible defects at the time of delivery, and must also check the products thoroughly against the Order Confirmation. If the Customer takes delivery of the products and raises no written objection or complaint within 24 hours of delivery then the Customer shall be deemed to have accepted the products completely and without reservation and shall have no remedy.
6.5 Title to products shall not pass to the customer until full payment in respect of applicable Order Confirmation invoices, any costs, charges, expenses and interest arising on late payment and otherwise as required by the Agreement. The products shall be at the Customer’s risk from the point of delivery. If any claim for payment in respect of the relevant MAOMI Order Confirmation remains unsatisfied 28 days after delivery, MAOMI may, by notice to the Customer, demand the immediate return of the products at the Customer’s cost and in such event the Customer undertakes to arrange such return forthwith.
6.6 Complaints must be notified to MAOMI in writing, stating the precise nature and extent of the complaints. In the case of visible defects, complaints must be submitted as set out above. In the case of hidden defects, complaints must be formally notified within 10 working days of the defect being discovered, failing which the Customer’s remedies shall lapse in their entirety.
6.7 Complaints about products delivered shall not be accepted if the products have been treated and/or processed or otherwise used by the Customer after any defect has or should have become apparent (in the latter case, if the customer had been acting competently and reasonably) nor where the Customer has failed to adhered to MAOMI’s care recommendations including by reference to technical data.
6.8 For the avoidance of doubt, deviations in size and shade, which fall within usual tolerances of the materials involved shall give rise to no right of complaint or other remedy. With respect to all complaints, MAOMI shall promptly be afforded access to inspect, assess and determine the validity (or not) of complaint. If a complaint is determined by MAOMI to be valid, MAOMI shall have the choice in its determination of taking back the products, exchanging the products, giving an appropriate price reduction or of offering such other redress as it determines to be appropriate.
6.9 Return of any Products shall be subject to MAOMI’s prior written approval and acceptance of such return and on condition that the return of the products is in the like condition to that in which they were consigned and in their original packaging. Products returned, which meet these requirements shall be credited at the original purchase price. The Customer must return the products to MAOMI at its own expense and risk, with full value insurance. If material damage arises during transportation, MAOMI shall not be obliged to credit the purchase price.
7. Intellectual Property Rights
7.1 All intellectual property rights relating to MAOMI’s products and their design, its brochures and software, and to products, which MAOMI develops and/or uses during the performance of the Agreement, shall belong to MAOMI, insofar as they do not already belong to third parties, and unless agreed otherwise in writing.
7.2 All copyright and other rights in and to any domain, website and social media owned by or licensed to MAOMI for its purposes and benefit are reserved to MAOMI and any use of such material by any other party, including by copying or storing it or other use in whole or part, other than for bona fide personal and non-commercial use is prohibited without the permission of MAOMI.
7.3 If an Order Confirmation involves a specification based on the Customer’s designs, drawings or other instructions, then the Customer warrants and guarantees that this shall not entail any infringement of intellectual property rights or other third-party rights. The Customer party shall indemnify MAOMI against all third-party claims on account of an infringement of their intellectual property rights, whether or not such claims are for compensation, and shall also indemnify MAOMI against all costs which MAOMI incurs in connection with third-party claims, including the costs of legal assistance and representation.
7.4 Subject to the pre-existing rights of the client in its own intellectual property MAOMI is the absolute legal and beneficial owner of the entire copyright and all other right title and interest of whatsoever nature throughout the world in all products produced and supplied by MAOMI and in the product of any its services and those of its staff, agents, servants and representatives including without limitation all plans, rough designs, patterns, sketches, proofs, finished designs in all media, computer-generated material, models, reports, artwork and presentation visuals and any reproductions in whole or in part (“IPR”).
7.5 No license to the client of any IPR shall be effective until MAOMI has been paid in full in accordance with the Agreement. MAOMI will, subject to these requirements, make limited assignments appropriate to the needs and requirements of the client where MAOMI is requested to do so. Any such assignment will not include preparatory work or designs and proposals as to products or services not accepted or taken forward for implementation by the Customer. MAOMI may at all times use examples of its work for bona fide marketing and portfolio purposes other than where any suitable restriction has been agreed with the Customer in accordance with the Customer’s reasonable and appropriate request.
7.6 Work commissioned by MAOMI from third parties including without limitation photography, film work, illustration and models will remain the property and copyright of the originator and unless otherwise agreed with the originator may be used only for the purpose commissioned and in the territories stipulated. Where requested by and at the sole cost of the Customer MAOMI may obtain additional rights in such material but this cannot be assumed or guaranteed.
7.7 All reports, proposals, working processes, presentations, designs and supporting materials produced by MAOMI shall be included in IPR and are disclosed in confidence for the sole use of the Customer and may not be disclosed to any third party without MAOMI’s prior written consent.
8. Credits and Licensed Rights / Integrity of Rights Licensed
8.1 The Agreement shall be subject to any reasonable requirements of the Customer in respect of confidentiality specified in negotiating any Order Confirmation.
8.2 MAOMI is entitled to and asserts its moral rights in exclusive authorship of all products and work created by MAOMI and may use any such work for the purposes of MAOMI’s own bona fide publicity and marketing subject to the Agreement.
8.3 The Customer will be a licensee of MAOMI in respect of the IPR for all bona fide commercial purposes of the Customer consistent with the Order Confirmation but not otherwise. All other uses of the IPR shall be subject to MAOMI’s prior written approval, which it may decline or withhold in its sole discretion.
8.4 In the event that IPR in any of our work is assigned to the Customer any assignment shall be subject to and conditional upon MAOMI’s free and irrevocable worldwide license to use and reproduce the relevant IPR in accordance with the Agreement.
8.5 All media releases public announcements and public disclosures by either party relating to this Agreement or its subject matter including promotional or marketing material shall be coordinated with the other party and approved jointly by the parties prior to release.
9. Limitation of Liability
9.1 MAOMI shall be liable without limitation in accordance with the statutory provisions for damages arising from injury to life, limb or health which are based on an intentional or negligent breach of duty and for other damages which are based on an intentional or grossly negligent breach of duty. Insofar as the scope of application of the Produkthaftungsgesetz is opened, MAOMI shall be liable without limitation in accordance with its provisions.
9.2 MAOMI shall be liable for such damage caused by simple or slight negligence insofar as this negligence relates to the breach of contractual obligations, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Client may regularly rely (so-called cardinal obligations). In this case, the liability of the contractor is limited to the foreseeable, direct average damage typical for the contract.
9.3. Any further liability for damages is excluded.
9.4 The above limitations of liability shall also apply in favour of the Contractor's legal representatives and its vicarious agents if claims are asserted directly against them.
10. Content and Materials
Any content and any material (including without limitation illustrations photographs and artwork) delivered or handed over to the Customer or to the Customer’s agents or representatives is the responsibility of the Customer and if lost damaged or destroyed may only be replaceable at additional cost to the Customer.
Any information (save information already in the public domain) acquired by any party to the Agreement or necessarily associated with it including any member of staff agent representative of subcontractor regarding any aspect of the business of any other such party shall be treated as confidential and shall not be disclosed to any other party without the prior written authority of the party owning controlling or otherwise exclusively and privately entitled to the information save where that disclosure is obviously a necessary requirement of any Project subject to the Agreement.
This can be given by email to the specified email address of MAOMI and the Customer from time to time. Notice will be deemed given at the time specified in any bona fide and honestly relied on independent verification of delivery.
13. Law and Jurisdiction
The Agreement and all matters arising out of or in connection with it shall be governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Mannheim shall have exclusive jurisdiction for dispute in connection with this contract.
14. Final provisions
14.1. If general terms and conditions of business have not become part of the contract in whole or in part or are ineffective, the remainder of the contract shall remain effective.
14.2. Insofar as the provisions have not become an integral part of the contract or are invalid, the content of the contract shall be governed by the statutory provisions.