§I
Delivery, transactions and quotations from Optidee Marketing GmbH (hereinafter referred to as Optidee) are made exclusively on the basis of these terms and conditions. These apply to all future business relationships, even if they are not expressly agreed upon again. Changes or additions to these general terms and conditions of delivery and payment will be communicated to the trading partner by sending new contract terms and conditions. Insofar as the trading partner does not object in writing within six weeks of receipt of the new contractual terms and conditions, the new terms and conditions shall be deemed to have been accepted by the trading partner.
§II
Offers from Optidee are non-binding and legally non-binding. The order of the trading partner is accepted by Optidee upon shipment of the goods. The billing address is the address stated on the sales contract of the trading partner. If delivery is to be made to an address other than the billing address, the delivery address must be clearly entered.
§III
Insofar as not indicated, the prices for articles that are stated in the latest Optidee brochures apply. They are to be understood as total prices incl. VAT.
§IV
The trading partner takes care of the collection towards its customers. He/she is responsible for the settlement of the closed orders. The trading partner is liable for any defect. The trading partner is only entitled to compensation, refund or price reduction if his counterclaim has been recognized by law or by Optidee.
§ V
Delivery dates and terms are only binding if laid down in writing. Optidee is not liable for delays in deliveries or operations due to force majeure or events that make delivery significantly more difficult or impossible, even with legally binding agreed dates and terms. In such a case Optidee has the right, the delivery resp. to postpone the transaction for the duration of the impediment plus an appropriate term, or to withdraw from the contract in whole or in part because of the part not yet paid. If the impediment lasts more than three months, the trading partner is entitled to withdraw from the contract after a specified additional period with regard to the unfulfilled part, if the delivery time is longer or the trading partner withdraws from the purchase contract, then the trading partner is not entitled to compensation on this basis, unless he/she has not been immediately informed in writing by Optidee about the delay in delivery or transaction. Optidee has the right at all times to carry out deliveries or transactions in parts.
§VI
The trading partner has a right of return of one month from the delivery date, provided that the goods are unused and still in their original packaging. Items from sample collections, starter sets and special offers are excluded from exchange. In the event of a return, Optidee will refund the purchase price of the trading partner minus 10%. The return must be made 'free domicile' to Optidee in Nordhorn. A refund has consequences for the compensation of the trading partner.
§ VII
Optidee guarantees within the framework of existing legislation that the products are free of material and legal-technical defects; the warranty is at least three years or longer due to special warranty commitments and starts with the date of delivery. If Optidee's instructions are not followed, or if changes are made to products, etc., then any guarantee will lapse if the trading partner does not rebut substantiated claims that defects are precisely caused by this. If a product shows defects, the trading partner can return this product. After Optidee has checked and confirmed the complaint, the trading partner will receive a new product free of charge. The shipping costs will be borne by Optidee. If the complaint cannot be resolved after a specified period, the trading partner may demand a price reduction or termination of the contract. Liability for normal wear and tear is excluded. Warranty claims against Optidee only accrue to the trading partner and are not transferable. Claims for compensation against Optidee and its executive and performing employees are excluded, insofar as there is no intentional or grossly negligent act. All delivered goods remain the property of Optidee until full payment.
§ VIII
Until all claims that Optidee has against a trading partner for whatever legal reason, now and in the future, have been settled, Optidee reserves the right of ownership of the delivered goods. The trading partner is entitled to transfer the relevant goods in the normal course of business, as long as he is not in arrears. The trading partner already assigns the receivables arising from the resale to Optidee for the sake of safety. In this agreement, the trading partner has the revocable right to collect the receivables assigned to Optidee on behalf of Optidee in its own name. This collection authorization can be revoked if the trading partner fails to meet its payment obligations in accordance with the regulations.
With the signing of the application as a trading partner, the acquisition of the starter set and the acceptance of the application by Optidee Marketing GmbH (hereinafter referred to as Optidee), the following trading partner contract is concluded:
§I
By concluding this contract, the sales partner is entitled to purchase products from Optidee and to resell them to third parties in its own name and at its own expense. The sales partner can only obtain the Optidee products directly from Optidee. The Optidee products are only sold through direct sales. This is a “recommendation business” through personal advice and guidance of the consumer and guidance of partners in their personal environment. Through resellers or through retailers is not allowed. The sale of products on markets and fairs is only permitted if written permission has been requested and obtained from Optidee. A sale via internet auctions, such as Ebay, Marktplaats, Facebook resp. own web shops and/or websites is not permitted. A personal website can be made available by Optidee on request. Using Optidee photos, resp. the name Optidee is not permitted due to licensing rights. The sales partner is not obliged to purchase products from Optidee. If he/she buys products, he/she is free to use them himself or to sell them to third parties. In the case of non-payment, he/she is obliged to comply with the current Optidee catalog prices in accordance with the terms and conditions of sale.
§II
The trading partner receives compensation in accordance with the compensation plan. This fee is paid periodically, i.e. each month after payment has been received with regard to the orders that have been established.
§III
The further conditions of this contract are included in the general terms and conditions of delivery and payment and the compensation plan and are always part of the contract in the version issued by Optidee at the time.
§IV
The trading partner is an independent entrepreneur. He/she is not employed by Optidee as an agent, employee or representative. The trading partner must register his/her company with the competent authorities. He/she alone is responsible for complying with the legal provisions and tax regulations applicable to him/her and his/her company.
§ V
With the conclusion of this contract, Optidee provides the trading partner with extensive advertising material, in accordance with the price list for advertising materials. The trading partner undertakes not to make misleading, unfair, incorrect or condescending statements in any way about the products of Optidee, the Optidee company or its competitors. Only advertising and printed matter may be used that has been approved in advance by Optidee. Insofar as the trading partner advertises in newspapers or other publications, he/she may only use Optidee's name, logo and/or product descriptions with prior permission from Optidee. The phrase “Independent trading partner of Optidee” must be added to every printed matter and every advertisement.
§VI
The trading partner undertakes for the duration of the contract not to trade in products that compete with Optidee. For companies that are active in industries that do not conflict with the interests of Optidee, the trading partner can be active indefinitely. The trading partner may not advertise products other than Optidee using the name Optidee.
§ VII
Optidee is not obliged to fulfill orders from trading partners; in particular, Optidee reserves the right to remove individual products from the range or to reduce ordered quantities in individual cases (see general terms and conditions of delivery and payment).
§ VIII
The trading partner undertakes, in contacts with potential new trading partners that he/she wants to recruit, not to make any special statement about the amount of possible income or to make any promises about income, neither explicitly nor indirectly.
§IX
This contract is concluded for an indefinite period. The right to immediate termination for compelling reasons remains in force. There is a compelling reason for immediate termination, in particular if the trading partner violates rules from the terms and conditions for trading partners and the compensation plan.
§X
The contract is subject to German law. Nordhorn is agreed as the exclusive seat of the competent court. If individual provisions of this contract are or become invalid, the validity of the remaining provisions shall remain unaffected. In that case, the statutory provisions shall take the place of the invalid provision.
§XII
Changes to this contract must be made in writing.
§XII
The trading partner agrees to the storage, processing and use of his/her personal data for the purpose of performing this contract (§ 4 German Data Protection Act). He/she furthermore agrees that a copy of his/her passport will be made upon conclusion of the contract and will be added to Optidee's copy. The transfer to third parties takes place only to the extent necessary for business reasons.
§XIII
A request/order can be revoked in writing within 14 days without giving any reason. In order to meet the term of withdrawal, it is sufficient to send the revocation on time.