General Terms and Conditions - Dealer
The value of the “reisenthel” brand has grown considerably since the company’s founding in 1971. The brand currently enjoys an excellent reputation. reisenthel is therefore determined to secure the proper communication of the quality of the reisenthel brand both in the context of online and offline market venues. The aim is increase brand recognition and to protect the value of the brand for the long term. In connection, all dealers who wish to sell reisenthel products (contract products) shall be obligated to do so in a manner that reflects the excellent image, reputation and value of reisenthel and its brands. This refers primarily, but not exclusively, to the nature and the quality of the sales environments, sales venues and the individual advertising and promotional elements used to sell the contract products, as well as the consulting services offered to support their sale. All activities undertaken to sell the contract products via the Internet must comply with the “Requirements for the Sale of reisenthel Products” and the “Guidelines for the Sale of reisenthel Products via the Internet”.
1.1 The following general terms and conditions of business shall apply to all offers, purchase orders, deliveries, payments and other business transactions initiated in the context of trade agreements reached by the Customer and Reisenthel Accessoires GmbH & Co. KG (henceforth: “reisenthel”). The scope of the present terms and conditions shall also extend to future business relations between the parties, even if the parties refrain from expressly renewing their agreement to the terms and conditions. In virtue of submitting a purchase order or receiving the relevant deliverables, the Customer effectively accepts the validity of the present terms and conditions.
1.2 To the extent that nothing to the contrary has been agreed, the present terms and conditions shall take precedence over any terms and conditions of business issued by the Customer in the context of submitting offers, price lists, invoices or transacting other kinds of business. In particular, the conditions of purchase issued by the Customer shall not apply, even if reisenthel has not expressly communicated its objection to them.
2. Other Integral Conditions of Sale
2.1 Customers wishing to sell reisenthel goods online must comply with the “Guidelines for the Sale of
reisenthel Products via the Internet” (“Internet Guidelines”) and the “Requirements for the Sale of
reisenthel Products” (“Requirements”).
2.2 The above-mentioned Internet guidelines and requirements are issued as annexes to the present terms and conditions and are otherwise available via www.reisenthel.com. The guidelines and requirements
2.3 Customers, who were not granted the status of major customers by reisenthel because it has reserved them for itself for a corresponding field, are not permitted to resell the goods of reisenthel to retailers for sales to end consumers.
2.4 Wholesalers are obliged to impose the obligationsarising from these terms and conditions and internetguidelines on its customers in order to avoidunequal treatment of customers who order directlyfrom reisenthel.
3. Offers and Contracts of Sale
3.1 reisenthel shall be entitled to accept purchase orders that are submitted by the Customer and that qualify as offers to conclude a contract of sale within two weeks by submitting an order confirmation, submitting an invoice or delivering the ordered products within the same period of time. The submission of the invoice within the same period shall also qualify as an order confirmation. If purchase orders are submitted online, the Customer shall receive a notification of their receipt by e-mail from reisenthel within 2 days. This, however, shall not qualify as an order confirmation.
3.2 Offers issued by reisenthel are non-binding and free of obligation, unless they are expressly designated as binding offers in writing.
3.3. The Customer must notify reisenthel in writing before order confirmation if the Customer wishes to stipulate that the services provided by reisenthel are to meet additional requirements. reisenthel shall then have the option of accepting or rejecting the purchase order in writing within a period of 2 weeks of having received the written specifications. However, the purchase order submitted by the Customer shall remain binding for the Customer throughout the two-week period.
4. Minimum Purchase Order Values, Shipping Costs, Sample Consignments
4.1 The following basically applies: The minimum value of initial purchases made from within Germany is EUR 1,500.00 for retail items and EUR 250.00 net for calculation value goods for reorders which will be delivered to destinations within Germany free of charge. Goods delivered to destinations outside Germany may have different minimum values and freight charges and will be agreed upon individually.
4.2 The minimum net value and subsequent purchase value is EUR 300.00 each for Customers in the advertising and promotional field. The corresponding deliveries shall also be made free of charge to delivery addresses within Germany. Goods delivered to destinations outside Germany may have different minimum values and freight charges and will be agreed upon individually.
4.3 Individual consignments of samples shall always be charged. The Customer shall have no right to return ordered samples.
4.4 In order to ensure enough showcasing of the brand and against the backdrop of an efficient customer service, the minimum annual turnover exclusively for the stationary trade amounts to net Euro 2,000.00. For customers who also engage in online trade, the minimum annual turnover amounts to net Euro 20,000.00. reisenthel shall reserve the right to refuse to make next-year deliveries to any Customerswho fail to reach the annual sales minimum.
5. Prices, Terms of Payment
5.1 The list prices valid on the day of delivery plus the statutory VAT shall apply. The applicable rate and the amount of the VAT shall be itemized separately on all invoices.
5.2 To the extent that nothing to the contrary is provided for the present terms and conditions of business, the transport, postage, packaging, insurance and customs fees, as well as any other incidental charges, shall be invoiced separately. The prices shall apply ex works, i.e. from the relevant reisenthel facility.
5.3 reisenthel shall be entitled to adjust agreed prices accordingly to account for unforeseeable cost increases (e.g. materials, labor, etc.) that reisenthel is not responsible for, unless agreements to the contrary have been concluded. Once prices have been agreed, price adjustments shall only be possible if the cost increases arise after the conclusion of the relevant contract and the agreed delivery date is more than six (6) weeks after the conclusion of the contract.
5.4 Unless otherwise agreed upon, invoiced amounts shall be payable strictly net within 30 days. Payments made shall always be applied to the oldest of the accounts payable in addition to any interest charges that may have accrued.
5.5 If reisenthel undertakes to fulfill purchase orders by making reasonable and warranted partial deliveries, it shall be entitled to submit invoices for the partial fulfillment of the purchase orders in question.
5.6 If the Customer is in default of payment for a given deliverable, the payment on all other accounts payable shall become due immediately.
5.7 Payments shall be made in cash or via bank transfer. Checks, payment orders and bills of exchange shall only be accepted for payment if reisenthel incurs no expenses in connection with them. Credits for checks, payment orders and bills of exchange shall be granted only as of the day reisenthel can dispose of the value in question and only in the amount of the value on that day.
5.8 If quantity-based discounts are granted, these discounts shall only apply if payment is made on time and the corresponding deliveries are accepted in full. If reisenthel agrees to the return of deliverables without being obligated to do so, any discounts granted for the batch of goods from which the returned goods have been returned shall cease to apply. The Customer shall then be obligated to pay the previously deducted amount.
5.9 To the extent that reisenthel becomes aware at some time after the conclusion of a contract that the creditworthiness of the Customer is endangered, reisenthel shall be entitled to make the delivery of any outstanding deliveries contingent on prepayment or the provision of an appropriate security (e.g. a bank guarantee). If the Customer fails to make the prepayment or fails to arrange the security within an appropriate grace period, reisenthel shall be entitled to withdraw from the contract upon the expiration of the grace period.
5.10 The Customer shall only be entitled to offset accounts payable if the Customer’s counterclaims have been legally substantiated, have been recognized as valid by reisenthel, or are essentially indisputable. The Customer shall only be entitled to exercise a right of retention if the Customer’s counterclaims are based on the same contractual relationship and are indisputable and recognized by reisenthel as valid, or if they have been legally substantiated.
6. Delivery and Performance Time
6.1 Unless explicitly agreed otherwise, delivery periods or deadlines shall qualify as non-binding. The delivery period specified by reisenthel shall begin only after the Customer has properly fulfilled all obligations (e.g. submission of regulatory approvals, model types, etc.) in a timely manner.
6.2 reisenthel shall be entitled to fulfill purchase orders via partial performance or partial deliveries whenever the Customer can be reasonably expected to accept such.
6.3 Delivery periods and deadlines shall qualify as met upon the timely shipment of the goods or – in case the goods are picked up by the Customer – upon the timely notification of the availability of the goods for shipping.
6.4 To the extent that reisenthel and the Customer undertake to subsequently amend the contract, the delivery periods or deadlines shall be extended accordingly.
6.5 In case of performance and delivery delays that are caused by unforeseeable and unavoidable events over which reisenthel has no control and for which reisenthel is not responsible (e.g. strikes, lockouts, wars, riots, natural catastrophes, government decrees, forces majeure, etc.), reisenthel shall not be obligated to meet delivery deadlines even if they are binding. These deadlines shall be extended by the duration of the delays caused by the relevant circumstances. The Customer shall be notified of the cause of delay in an appropriate manner. If the delay lasts for more than 3 months or if the ultimate duration of the delay is unforeseeable, each of the parties shall have the right to withdraw from the agreement with respect to unfulfilled deliveries or performance.
6.6 reisenthel shall be liable for any losses that arise in connection with performance or delivery delays in accordance with the relevant legal statutes, with the liability for non-willful damage being limited to the foreseeable and typical losses that occur. Other legal claims and rights of the Customer that go beyond the claim for compensation shall remain unaffected.
6.7 In case of a delivery delay, the Customer shall declare a willingness to grant reisenthel a grace period of four (4) weeks to make the delivery before undertaking to enforce any further claims.
7. Shipping, Packaging, Transfer of Risk
7.1 Unless otherwise agreed upon, as soon as the goods have been transferred to the shipping company – at the latest, however, upon leaving the premises of the reisenthel warehouse – the incidental risk of destruction or depreciation of the deliverables shall transfer to the Customer.
7.2 If the Customer picks up the goods or commissions a third party to do so, the risk of destruction or depreciation shall transfer to the Customer as soon as the goods are picked up by the Customer or the relevant third party. If the acceptance of the goods by the Customer or a third party commissioned by the Customer is delayed, the relevant legal statutes shall determine the moment of risk transfer.
7.3 Provision 7.2 above shall also apply to partial deliveries.
7.4 reisenthel does not accept returned transport packaging materials or other packaging materials as per the German Packaging Ordinance. This does not apply to pallets. The Customer shall be obligated to dispose of the packaging materials and carry the corresponding costs of doing so.
8. Notice of Defects, Warranty for Defects
8.1 The goods shall exhibit the agreed properties at the moment of risk transfer. Such properties shall be exclusively assessed according to the written agreements that have been made by the contracting parties and that specify the necessary properties and performance specifications. Minor variances in quality, form, color, size, weight, etc. or such variances that belong to standard industry practice shall not justify complaints. Minor changes that result from model or production-process revisions shall also not justify complaints if the variances or changes in the particular case are not unreasonable.
8.2 The Customer shall be obligated to carefully examine the received goods immediately for any signs of apparent defects and to submit written notice of such to reisenthel within 7 days. Such written notification shall also specify the customer number and both the number and date of the invoice. A failure on the part of the Customer to submit notice of defect within the specified period shall release reisenthel from any liability for the defects in question.
8.3 The warranty for defects shall expire 12 months after the delivery of the goods to the Customer, unless reisenthel has fraudulently concealed the defects in question. The provisions on claims limitation outlined in § 479 of the German Civil Code shall remain unaffected. Claims for compensation lodged by the Customer for reasons unrelated to defects are subject to the limitations provided for in the relevant legal statutes.
8.4 reisenthel shall be entitled, as it sees fit, to either remedy verified defects that have been reported in due time or replace the delivered goods in question within an appropriate grace period granted by the Customer. If such subsequent performance on the part of reisenthel fails to bring about the desired result, or if reisenthel is unwilling or unable to remedy the defect or is unreasonably late in attempting to remedy the defect, the Customer shall be entitled to demand a reduction in the negotiated price, withdraw from the contract or demand compensation within the limits outlined in the present general terms and conditions on account of the defects in question. The Customer’s right to seek compensation for any further losses, i.e. as provided for in the present terms and conditions, shall remain unaffected by the present provision.
8.5 The Customer shall be obligated to return for purposes of inspection any allegedly defective goods in their original packaging or in packaging of equal quality to reisenthel within 14 days of ascertaining the defects in question. In case of verified defects and a timely notification thereof, reisenthel shall reimburse the Customer immediately for the incurred shipping costs. When returning allegedly defective goods, the Customer shall provide a clear description of the defects in question as well as the information that is necessary for processing the complaint, including such items as the delivery note, customer number, a copy of the warranty certificate and the receipt.
8.6 Any warranty claims issued by the Customer shall be excluded if the defects in question were caused – in part or in full – by improper handling or storage.
9.1 reisenthel shall be liable for slightly negligent violations of obligations whose violation jeopardizes the fulfillment of the aim of the contract as well as for violations of obligations whose fulfillment is an essential condition for the proper performance of the contracted services and whose fulfillment is something the Customer relies upon regularly. This liability is limited to the foreseeable damage that is typical of the relevant transaction.
9.2 The limitations and exclusions of liability outlined in the provisions above shall also apply to any legal representatives and subcontractors of reisenthel.
9.3 The limitations of liability outlined above shall not apply to reisenthel’s liability stemming from the German Product Liability Act or from other statutory liability provisions. This applies especially to culpable actions that result in death or personal injury.
9.4 To the extent that nothing to the contrary has been agreed upon, liability for lost revenue or other asset losses incurred by the Customer shall be excluded.
9.5 reisenthel accepts no liability for any materials, order components, shipping instructions, processing regulations or other such items that are made available to the Customer. reisenthel is, in particular, not obligated to examine these in light of the German Product Liability Act and/or the German Civil Code for compliance with the relevant legal statutes. The Customer shall be liable in such cases without limitation and shall release reisenthel in full from any liability relating to claims made by third parties.
10. Customized Products
10.1 Minimum production runs and minimum order values shall apply to the delivery of customized products manufactured by reisenthel, with reisenthel being entitled to commission their production by third-party producers.
10.2 The delivery of customized products shall always take place ex works. The specified delivery times from the date of the written production release of the color and form samples on which the production is to be based shall apply. If it proves impossible for the time being to issue a release, the delivery time shall be extended irrespective of the causes (color, form, material discrepancies) by the corresponding time it takes to issue a final product release. The risk of transport depreciation or destruction shall always transfer to the Customer.
10.3 Contrary to the terms of payment outlined in provision 5 above, a 30 % advance payment shall apply to customized productions ordered from within Germany. The remainder of the total amount due is to be paid without deduction upon delivery. A bank guarantee can also be used to cover the demand for payment.
10.4 To the extent that nothing to the contrary has been agreed, delivery overruns or underruns of up to 5 % shall be permissible in the case of special models and models requiring additional processing to accommodate promotional aspects. The Customer shall be obligated to accept and pay for quantities that exceed the reference quantity by up to 5 %. In case of deliveries under the reference quantity, the Customer shall be entitled to a corresponding price reduction.
10.6 No right of return shall apply to samples. Customized products and products requiring additional processing to accommodate promotional aspects cannot be returned.
10.7 reisenthel shall be obligated to treat and store all documents, design drawings, photos, templates and other similar items that have been made available by the Customer with special care. Such items shall be returned only at the express wish of the customer. The Customer shall also bear the costs and risks associated with such return. The obligation to store and return such documents shall expire if no further orders are placed for the relevant product in question within 12 months.
11. Retention of Title
11.1 reisenthel shall retain ownership of the delivered goods until all accounts payable, including all current account claims against the Customer from existing or future business agreements, have been paid in full. The Customer shall refrain from pledging or transferring the delivered goods. The Customer shall notify reisenthel without delay if the goods have been pledged, confiscated or otherwise transferred to a third party.
11.2 The Customer shall be authorized to sell the goods to third parties or to join retained property to other moveable properties only in the course of ordinary business operations. To the extent that the retained property has been joined to other properties,
reisenthel shall automatically acquire ownership rights with respect to the composite products. The share of the co-ownership shall be derived from the value of the retained property compared to that of the other properties when conjoined. If the result of the joining is that the other properties constitute the main property, the Customer shall be obligated to transfer the appropriate share in the co-ownership to reisenthel. The Customer shall manage on behalf of reisenthel the share of co-ownership that has arisen thereby.
11.3 As a precaution, the Customer shall be obligated from the outset to relinquish to reisenthel the amount of any payment demands resulting from the sale of the retained property or from its transfer for some other legal reason, including all balance claims from the current account up to the amount of the purchase price or the amount accounted for by the co-owned property. reisenthel hereby accepts the relinquishment. The Customer is granted the revocable authorization to collect the claims assigned to reisenthel for the Customer’s own account. The Customer’s authorization to collect such claims can be revoked at any time if the Customer fails to meet the relevant payment obligations. In this case, the Customer shall be obligated to report to reisenthel the names, addresses and all other such information that is necessary to collect payments from the garnishee and to hand over all accompanying documents, especially a statement on available retained property and to declare the relinquishment to the debtor.
11.4 At the Customer’s request, reisenthel shall be obligated to release securities assigned to reisenthel if the value of the securities should come to exceed that of the secured claims by more than 20 %. In such cases, reisenthel shall be responsible for selecting the securities that are to be released.
11.5 To the extent that reisenthel withdraws from the contract on account of contract violations committed by the Customer, especially on account of payment delays, reisenthel shall be entitled to demand the relinquishment of the goods subject to the retention of title and the Customer shall be obligated to grant reisenthel access to the relevant goods and to hand them over to reisenthel under exclusion of any countervailing rights of retention. Moreover, all of the costs incurred in the context of relinquishing the goods shall be carried by the Customer. Any further claims lodged by reisenthel shall remain unaffected.
12. Industrial Property Rights
12.1 reisenthel is the sole owner of all of the brands with which the reisenthel goods are labeled, including the “reisenthel” brand itself. The Customer shall refrain from violating the corresponding rights. Claims on the part of the Customer for the unlimited use of the brands are excluded.
12.2 The labels or brands that are featured on reisenthel goods may only be used by the Customer for purposes of labelling the goods predetermined by reisenthel. This shall provide no basis for any further rights on the part of the Customer to use the relevant brands.
12.3 The Customer shall be obligated to cease using the reisenthel brands as soon as the Customer’s supply contract with reisenthel has come to a close and all of the relevant items previously delivered by reisenthel have been sold.
12.4 The Customer recognizes the trademark rights, other industrial property rights and copyrights to the reisenthel products as valid, and shall refrain from challenging their legal validity or supporting the efforts of a third party to challenge their legal validity.
13. Product presentation and rights to images13.1. When presenting products that are under contract, the customer is only to use images in the design provided specifically for this purpose.
13.2. If images have been provided, they are not to be edited or reconfigured.
13.3. reisenthel confers, without compensation, the spatially restricted, non-transferable, non-exclusive and revocable right, valid for the duration of the contractual relationship, to duplicate and publish any images provided for the purpose of advertising the products under contract in:
• Advertisements (print)
• Advertising journals (print)
• Sales displays (commercial)
• Inserts (print)
• Illustrated offers and order confirmations
• Brochures (print, for commercial use)
• Trade journals (print, for commercial/editorial use)
• Flyers (print, for commercial use)
• Online trade journals (editorial)
• Social media and
• in the customer’s own webshop, which is not in a third party’s marketplace
• Posters (for commercial use)
14. Final Provisions
14.1 Any amendments to the contract or to the present general terms and conditions or any subsidiary agreements must be made in writing. Oral agreements are prohibited.
14.2 German law alone shall apply to the present general terms and conditions of business and any contracts concluded by reisenthel and the Customer under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.3 The sole jurisdiction for all disputes that arise in connection with the contract concluded by the parties is Munich, Germany. However, reisenthel shall be entitled as reisenthel sees fit to file suit against the Customer in any other legal jurisdiction.
14.4 Should any of the individual provisions contained in the present terms and conditions of business or in its annexes “Requirements for the Sale of reisenthel Products” and “Guidelines for the Sale of reisenthel Products via the Internet” and/or the contract prove to be incomplete, invalid or unenforceable, their status as such shall not limit the validity of the remaining provisions. The parties shall replace any incomplete, invalid or unenforceable provisions with valid provisions that best capture the economic purpose of the invalidated provisions.
Reisenthel Accessoires GmbH & Co. KG
Zeppelinstraße 4, 82205 Gilching, Germany
(Valid from 29.03.2017)
Requirements for the Sale of reisenthel Products1. The contract products must be sold in high quality, orderly, attractive, customer friendly and well-maintained stores or other sales locations. The sales space, furnishings and display items in any given location must reflect the excellent image of the brand. Furnishings, decorations and other items must be of high quality and geared to appeal to sophisticated contemporary tastes.
2. Dealers shall take account of the expectations consumers have with regard to the reisenthel brands and the image of these brands and the “reisenthel” brand name when it comes to creating the advertising materials they use in the context of offering the products. Dealers shall therefore refrain from engaging in any activities that could have a negative impact on the image, reputation and value of reisenthel or any ofits brands.
3. Dealers who sell other goods shall make sure that their image, quality and reputation are comparable to that of the contract products, and that they are also presented accordingly.
4. Dealers must be in a position to offer their customers accurate information about and competent advice regarding the contract products. Dealers and their sales employees must therefore possess the know-how that is necessary for the appropriate means of selling the contract products. This applies especially to general product information and to all of the specific properties of the contract products, including information pertaining to sustainability and environmental friendliness.
5. Dealers shall ensure that it is plainly apparent that the Dealer, and not reisenthel, is responsible for any advertising material, especially advertising texts and Dealer websites.
6. Dealers who offer contract products in multiple colors must ensure that a representative selection of the products is on display.
7. Dealers must make sure that customer complaints are properly processed without delay.
8. Dealers shall refrain from advertising any contract products they do not have in stock, or that they do not have in stock in a quantity that corresponds to the size of their store space. Dealers shall adhere to any requirements issued by reisenthel concerning the presentation of certain product categories.
9. Dealers are not allowed to alter the contract products. The products are to be offered and sold in the state in which they are delivered by reisenthel. Labels or parts are neither to be removed nor added. Moreover, Dealers may only offer and sell the contract products in the sales units or packaging that has been specified by reisenthel.
10. Dealers are not allowed to alter the contract products. The products are to be offered and sold in the state in which they are delivered by reisenthel. Labels or parts are neither to be removed nor added. Moreover, Dealers may only offer and sell the contract products in the sales units or packaging that has been specified by reisenthel. Counterfeits of reisenthel products may not be offered in parallel to the reisenthelproducts.
11. reisenthel has developed corporate-identity guidelines that are available to Dealers on its dealer platform (www.reisenthel.com). Dealers shall present the brand in a manner that corresponds to these guidelines and is in compliance with all applicable statutory provisions. Of particular importance in this connection is to ensure that the spelling “reisenthel” is always used to represent the “reisenthel” brand name. Any departure from the specified representation (e.g. “REISENTHEL,” “Reisenthel,” and “Reisen Thel”) is prohibited.
12. reisenthel is entitled to gain access to Dealers’ sales venues and local stores during standard business hours and to inspect Dealer compliance with the present requirements.
13. Dealers are obligated to actively participate in all product recalls initiated by reisenthel for the contract products.
14. Dealers who wish to sell contract products via the Internet are required to operate an Internet website that meets both the present “Requirements for the Sale of reisenthel products” (Requirements) and the “Guidelines for the Sale of reisenthel Products via the Internet” (Internet Guidelines). The Internet Guidelines shall be sent to Dealers upon request, or can be accessed by them via www.reisenthel.com. In the interest of ensuring adherence to the Requirements and the Internet Guidelines, Dealers shall submit the Internet webpages they plan to use to advertise and sell the contract products to reisenthel for purposes of inspection and approval.
15. reisenthel shall be entitled to amend the Requirements and Internet Guidelines whenever it deems it necessary to do so pursuant to a change in the company strategy or market conditions. While Dealers shall be obligated to implement the corresponding changes when notified accordingly, reisenthel shall make sure to notify Dealers of such changes in writing and in a timely manner.
16. If reisenthel determines that a Dealer has either failed or partially failed to comply with the provisions outlined in the present Requirements, reisenthel shall extend to the Dealer a grace period of 3 weeks during which the Dealer shall have an opportunity to implement appropriate corrective measures. If a Dealer then fails to adequately address the deficiency or deficiencies in question within the specified grace period, reisenthel shall be entitled to withdraw from or terminate any existing contracts and to refuse delivery of any further contract products.
Reisenthel Accessoires GmbH & Co. KG
Zeppelinstraße 4, 82205 Gilching, Germany
(Valid from 01.03.2016)
Guidelines for the Sale of reisenthel Products via the Internet
1. General Criteria
1.1 In order to give reisenthel an opportunity to determine whether compliance with the Internet Guidelines and the Requirements has been secured, Dealers shall submit the Internet webpages (URL) they plan to use as a means of advertising and selling contract products to reisenthel for purposes of inspection and approval. Dealers who wish to advertise and sell contract products via third-party platforms shall also submit such webpages in advance to reisenthel for purposes of inspection and approval. The scope of such inspections shall not extend to price lists. Dealers are free to resell the contract products at the prices they deem appropriate.
1.2 Dealers shall appear on the Internet as the sellers of the contract products and as service providers in accordance with the German Telemedia Act (TMG). In particular, Dealers shall comply with all obligations to provide information as per § 5 of the TMG and §§ 312 c-e of the German Civil Code. Moreover, Dealers shall recognize all rights to cancellation and return as per § 355 ff. of the German Civil Code and ensure compliance with all data protection laws, as well as any other applicable statutes. Such compliance shall also be secured with respect to all applicable fair trade regulations as these regulations relate to the presentation of the contract products and the manner in which Dealers establish contact to (prospective) buyers.
1.3 Dealers who wish to make webpage changes that could have an effect on the excellent image, reputation and value of
reisenthel brands shall be obligated to submit the changes in question to reisenthel in advance for purposes of inspection and approval.
1.4 Dealers who make use of neutral and certified evaluation systems that are operated by third parties for purposes of mutual evaluation on a given online marketplace must maintain an evaluation profile of at least 100 points. Moreover, at least 98% of the evaluations must be positive.
1.5 Any claims made by Dealers concerning transacted sales must be accurate. Upon the request of reisenthel, Dealers shall be obligated to submit verification of the accuracy of such claims whenever there is reason to believe that the claims may be inaccurate.
1.6 Dealers shall be prohibited from deploying advertising banners on their websites that are not compatible with the excellent image, reputation and value of reisenthel brands and contract products.
1.7 Dealers may not sell contract products in the framework of auctions. If the contract products are to be offered on platforms that give customers the option of making purchases by auction, Dealers must first make sure that only direct purchases based on fixed offers are possible in the case of the contract products.
2. Dealer URLs
Dealers are generally not entitled to register or use the brand name “reisenthel” and similar markings that could be mistaken for the brand name as advertising elements in top-level, second-level and other subdomains. Dealers are also not entitled to register or use domains that contain alternate or erroneous spellings of reisenthel brands. Dealers who have already registered or make use of such domains shall be obligated to transfer these to reisenthel or to delete them upon the request of reisenthel. Dealers who would like to change any domains (internet addresses) they have being using to sell the contract products must obtain the prior consent of reisenthel. However, reisenthel shall be entitled to refuse such requests only for compelling reasons.
Furthermore the URL(s) of trader accounts may not contain any words contradictory to the brand image such as “discount”, “affordable”, “inexpensive”, “rebate” or similar words and must conform to the company name of the trader or a sensible abbreviation. Fancy names are not allowed. Not even on third-party platforms. The URK(s)must match one of the following formats:
(i.e. without a reference to the reisenthel brands)
The following formats in particular are prohibited:
3. Technical Specifications
3.1 Dealers shall make sure that their websites are compatible with standard screen resolutions (current specification: 1024x768 pixels) and that they are compatible with standard web browsers (current specification: IE 6.0 and higher, Firefox). Dealers shall also be obligated to install search functions that track brands and article types, and to ensure that the contract products can be found and sorted accordingly using the search functions.
3.2 Dealer websites must have intuitive navigation structures and offer a track-and-trace option if this option is not offered by the shipping company used by the Dealer. Dealer websites shall include standard order-processing features such as a shopping cart, a login, a proceed-to-checkout button, a means of reviewing and changing orders, etc. The ordering procedure shall also be protected via SSL encryption.
3.3 Dealer websites must have an “About Us” page – as well as a clear and intuitive means of accessing it from all other site pages –and an “FAQ” page with information about the Dealer and the Dealer’s homepage.
3.4 The IT infrastructure used by the Dealer must correspond to the latest industry standards, especially in terms of security, performance and availability.
3.5 Dealers shall be obligated to use a reliable inventory management system so as to avoid inventory depletion and delivery delays.
4. Advertising Contract Products
4.1 It must be plainly apparent to customers and prospective customers that the Dealer is responsible for the advertising elements (advertising texts, in particular) used on the Dealer’s websites and online shops. For instance, Dealers shall be prohibited from claiming that their shops are “official reisenthel online shops.” In order to avoid mix-ups, the Dealer is hence obliged to supply products of other brands, apart from reisenthel products, which correspond tothe brand image of reisenthel.
4.2 In light of the excellent image, reputation and value of the reisenthel brands and the contract products, Dealers shall be obligated to ensure that all product advertising and presentations appropriately reflect this image, reputation and value. Dealers shall therefore aim to create advertising material that meets the expectations that users have with respect to the reisenthel brands and contract products. Dealers shall be prohibited, in particular, from advertising and selling contract products in the same context as third-party products that could have a negative impact on the reputation of reisenthel. Dealers shall do their best to ensure that the contract products appear in thematically suitable categories and not in the categories of other brands.
4.3 Dealers shall be obligated to ensure that prospective buyers who use search functions installed on Dealer websites to search for the contract products (or specifically for reisenthel brand products) will find only the corresponding offers in a form that is separate from the remaining online shop items and that only reisenthel products and the reisenthel logo appear in connection with product and purchase recommendations.
4.4 Dealers shall make all electronic images of the contract products offered on their websites available to reisenthel. In the context of advertising and selling the
reisenthel contract products, Dealers shall be obligated to use only logos, markings and lettering that have been made available and released by reisenthel. In the context of selling the contract products, Dealers may only use product images on their websites that have been made available by reisenthel or that they have created themselves in a professional manner that corresponds to reisenthel standards, for instance, in terms of photographic exposure, styling, color authenticity and digital processing. Dealers shall make sure that various product views and at least one high-resolution product image are featured at all times. Images and logos made available by reisenthel may neither be altered nor forwarded to third parties.
4.5 reisenthel shall make multiple images of each contract product available to the Dealer, and the Dealer shall make sure that multiple images showing each product from various perspectives or in appropriate composite views are available to prospective buyers. At least 2-3 views as well as zooming and magnifying functions are required. Dealers who offer the contract products in multiple colors shall be obligated to offer a visual representation of each colored product that is for sale. However, the present provision shall not apply if reisenthel does not make the required number or range of color images available.
4.6 In order to ensure that prospective buyers can accurately evaluate the contract product to a degree that is comparable to that of a real store experience, Dealers shall be obligated to present a full range of product descriptions and product images on their websites. Dealers shall describe the relevant contract products (e.g. the materials used to make the contract products, other product properties and design details) precisely and in compliance with all applicable legal statutes. Moreover, Dealers shall also accurately specify the available sizes and colors.
4.7 The price specifications made by Dealers must be clear and easy to understand. They must also conform to all relevant statutory provisions. The shipping costs are to be itemized separately and precisely specified.
5. Offers, Orders, Sales and Shipping
5.1 The trader may offer only such contractual products, which he actually has in storage and also offers in stationary trade. The information on the exact number of available contractual products must be correct and up-to-date. He is furthermore obliged to provide and offer 30% of the reisenthel novelties, which appear twice a year. Any requirements issued by reisenthel concerning the presentation of certain product categories must be met in the context of selling the relevant products via the Internet. Dealers shall also be obligated to offer therelevant contract products on their websites.
5.2 Dealers are obligated to confirm the receipt of customer orders immediately by e-mail.
5.3 Dealers shall notify customers by e-mail and without delay if a contract product they have ordered is in fact unavailable because 2 or more customers have placed simultaneous orders for a product that is the last of its kind in stock.
5.4 Dealers shall have contract products shipped to the customer within 2 workdays of having received the corresponding orders. Shipping confirmation and a tracking number are to be sent to the customer by e-mail. A delivery note and an invoice are to be enclosed in each and every shipment.
5.5 Dealers shall use appropriate packaging material and shipping boxes for purposes of shipping all contract products. The shipping costs must be reasonable.
6. Customer Payments
Dealers are obligated to offer their customers at least three different means of payment, with at least one of these being immediate payment (e.g. via credit card or PayPal).
7. Help Page and Contact Information
7.1 Dealers are obligated to position their contact information, including their telephone numbers, e-mail addresses and, as appropriate, fax numbers prominently on their websites. Customers must be able to find the information easily.
7.2 Dealers are obligated to maintain a clear and intuitive help page. The page is to include, in particular, information about payment modalities, shipping conditions, rights of cancellation and return, and reimbursements.
7.3 Dealers shall operate a customer service hotline during standard business hours (Monday to Friday) and shall display the contact information for this service in a prominent and easily accessible position on their website start pages. Customer telephone calls must be handled swiftly, reliably and competently.
7.4 Appropriate answers to customer inquiries that have been submitted by e-mail must be sent within one workday.
8. Cancellation and Return
Dealers must comply with the relevant statutory provisions pertaining to customer rights of cancellation and return. Dealers must also expressly inform their customers of the following: contract products that are to be returned in connection with defect and warranty claims may only be returned to the Dealer.
9. Rights of Inspection by reisenthel
reisenthel shall be entitled to conduct sample testing of Dealer adherence to the present guidelines. reisenthel shall extend a grace period of 3 weeks to Dealers who have either failed or partially failed to meet the provisions outlined in the present guidelines. The grace period is to be used to implement appropriate corrective measures. If a Dealer then fails to adequately address the deficiency or deficiencies in question within the specified grace period, reisenthel shall be entitled to withdraw from or terminate any existing contracts, and to refuse delivery of any further contract products.
Reisenthel Accessoires GmbH & Co. KG
Zeppelinstraße 4, 82205 Gilching, Germany
(Valid from 01.03.2016)