1. Scope

1.1 The following General Terms and Conditions shall apply to all business relations of EuFoPa - Eco Viva GmbH (hereinafter referred to as "Eco Viva") with all clients and contractual partners (hereinafter referred to uniformly as "customers").

1.2 All deliveries and related services shall be made exclusively on the basis of these Terms and Conditions of Sale. Eco Viva does not recognize any terms and conditions of the client that deviate from or conflict with these General Terms and Conditions of Sale, unless Eco Viva has expressly agreed to them in writing. Ancillary agreements, in particular warranties, amendments and supplements are only effective if Eco Viva expressly agrees to them. They are to be made in writing for later proof.

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2. Offer, conclusion of contract and prices

2.1 Eco Vivas offers are not binding. They are to be understood as an invitation to the customer to submit an offer to the customer. The contract shall be concluded by the customer's order (offer) and EuFoPa's acceptance. If the latter deviates from the order, it shall be deemed to be a new offer made by EuFoPa without engagement.

2.2 In commercial transactions with customers who are merchants according to the German Commercial Code (HGB), Eco Viva shall be entitled to withdraw from the contract if the suppliers do not deliver correctly or on time. A right to withdraw from the contract does not exist if Eco Viva GmbH has not concluded a congruent covering transaction with the suppliers, which would have been possible, or if Eco Viva is otherwise responsible for the non-availability of the goods. The purchaser will be informed immediately about the non-availability of the goods. Any payments already made by the purchaser will be refunded immediately.

2.3 All cost estimates and offers of Eco Viva are - unless expressly marked as binding - always non-binding and subject to change. A contract shall only be concluded upon confirmation of the order by Eco Viva or upon actual execution of the order. Eco Viva expressly reserves the right to refuse orders from customers without giving reasons. Claims for compensation by the client are excluded in this case.

2.4 Eco Viva shall be bound by offers individually prepared for customers within the period specified in the offer, but no longer than six weeks. In this case, a contract is concluded by Eco Viva's receipt of the client's written declaration of acceptance. All prices are exclusive of the respective statutory value added tax.​

3. Product condition, samples and specimens, warranties, scope of service

Unless otherwise agreed, the quality of the goods results from the product specifications of the seller, in particular the stated specifications for raw materials and packaging materials, which can also be inspected at any time upon request. The scope of the services owed by Eco Viva results from the contractual agreements of the parties. Eco Viva shall be entitled to have the services owed by it rendered by third parties. Properties of samples and specimens shall only be binding insofar as they have been expressly agreed as properties of the goods. Durability and quality agreements as well as other information are only guarantees if they are agreed and designated as such. A legal examination of the documents and data provided by the customer and the ordered services is not part of the contract. Eco Viva is not liable for the legal admissibility of the services. In this respect, the client is obliged to obtain legal advice.

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4. Consultation

Insofar as the seller provides consulting services, this is done to the best of his knowledge. Information and data on the suitability and application of the goods do not release the purchaser from its own investigations and tests.

4.1 Copyrights and rights of use: Eco Viva grants the client a simple, non-transferable right of use to the services rendered within the scope of the contract, subject to deviating contractual agreements. In terms of content, the granted right of use is limited to the respective purpose of the contract. The services may only be used for the contractually agreed type of use to the agreed extent (in terms of space, time and content). The rights of use shall only be granted upon full payment of the fee owed.

4.2 The delivered services may not be changed or edited without the consent of Eco Viva. The imitation of the services - even in parts - is not permitted.


4.3 The transfer of the rights of use granted to third parties and the use of the services for purposes other than those contractually agreed upon shall require the consent of Eco Viva and shall be remunerated separately.

4.4 Eco Viva is entitled to use the services provided to the client for the purpose of self-promotion, in particular on its homepage.

4.5 Obligations of the client: The client shall provide Eco Viva with all data and documents necessary for the execution of the contract, in particular logos, templates, texts, graphics, etc., in a timely manner, in full and - as far as possible - in digital form.

4.6 The client shall grant Eco Viva the rights of use to the data and documents provided by it that are necessary for the performance of the contract. The client warrants that it is entitled to use the data and documents provided by it and that these do not infringe any third-party rights. The client shall indemnify Eco Viva upon first request against any claims of third parties which are asserted due to the use of the data and documents provided by the client.

4.7 Correction and release: The client shall check the services provided by Eco Viva as well as the parts, preliminary and intermediate services or corresponding drafts sent for correction for completeness and correctness. Any errors must be reported to Eco Viva in writing immediately after delivery. If the client fails to notify Eco Viva of defects without delay, the service shall be deemed to have been approved, unless the defect was not recognizable during the inspection.

4.8 In the case of color reproductions, minor deviations from the original or the originals cannot be objected to. The same shall apply to the comparison between press proofs and production prints.

4.9 At the request of Eco Viva, the client shall immediately check drafts, artwork and prints and release them by written declaration. Eco Viva shall not be liable for errors that are discovered after approval by the client. The expenses incurred by Eco Viva for the correction of errors as well as the expenses incurred by third parties commissioned by Eco Viva with the provision of the service shall be remunerated separately by the client.

4.10 Third-party services: Insofar as Eco Viva commissions third party services, such as the printing and production of advertising material, from third parties at the instigation of the client in the client's name and on the client's account, Eco Viva shall not be liable for the fulfillment of the obligations arising from the contractual relationship between the client and third parties. In the case of printing and production orders, Eco Viva shall in particular not be liable for the paper quality, color and print quality, as these may vary depending on the supplier and Eco Viva has no influence on this.

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5. Prices

In commercial transactions with customers who are merchants according to the German Commercial Code (HGB), Eco Viva GmbH is entitled to adjust the prices for the product to be delivered or the terms of payment to a reasonable extent in the period between conclusion of the contract and delivery due to changed purchasing or production conditions. In this case Eco Viva GmbH is entitled to apply the prices or terms of payment valid on the day of delivery. In case of an increase of the price, the customer is entitled to withdraw from the contract within 14 days after notification of the price increase.

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6. Delivery preparation

In commercial transactions with customers who are merchants according to the German Commercial Code (HGB), Eco Viva GmbH is entitled to adjust the prices for the product to be delivered or the terms of payment to a reasonable extent in the period between conclusion of the contract and delivery due to changed purchasing or production conditions. In this case Eco Viva GmbH is entitled to apply the prices or terms of payment valid on the day of delivery. In case of an increase of the price, the customer is entitled to withdraw from the contract within 14 days after notification of the price increase.

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7. Transport damage

Complaints about transport damage must be made by the buyer directly to the carrier within the special deadlines provided for this purpose - with a copy to Eco Viva.

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8. Compliance with legal requirements

Unless otherwise agreed in individual cases, the Buyer shall be responsible for compliance with statutory and official regulations on import, transport, storage and use of the goods.

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9. Fee, payment, due date and default of payment

9.1 Failure to pay the purchase price when due shall constitute a material breach of the
contractual obligations.

9.2 In case of default of payment by the purchaser, Eco Viva shall be entitled to charge default interest. In case of invoicing in Euro, this interest shall be 8% points above the base interest rate announced by the Deutsche Bundesbank at the time of entering into the contract, and in case of invoicing in any other currency, 8% points above the discount rate of the highest banking institution of the country in whose currency the invoice was issued at that time.

9.3 Subject to contractual agreements, the fee owed by the client shall be determined according to the respective current hourly rates or the respective current price list of Eco Viva. If no separate terms of payment have been agreed, the fee shall be due for payment upon delivery of the service owed. If Eco Viva provides partial services, a partial fee corresponding to the partial service shall be due for payment upon delivery.

9.4 Additional services, such as changes to drafts, creation of alternative layouts, etc., shall be paid for separately, unless otherwise agreed, and shall be charged according to the time spent at Eco Viva's hourly rates valid at the time. Eco Viva is furthermore entitled to demand reasonable advance payments for contracts with a longer execution time.

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10. Rights of the buyer in case of defects

10.1 In commercial transactions with customers who are merchants pursuant to the German Commercial Code (HGB), defects in the goods which can be detected during a proper inspection shall be notified to the Seller within four weeks of receipt of the goods; other defects shall be notified to the Seller within four weeks of discovery. This notification must be made in writing; the type and extent of the defects must be specified. In the event of failure to comply with the deadlines, warranty rights on account of the defects in question shall be excluded. If the goods are defective and the Buyer has duly notified the Seller thereof in accordance with Clause 10.1, the Buyer shall be entitled to the statutory rights subject to the following conditions:

10.2 Seller shall initially have the right, at its option, either to remedy the defect or to provide Buyer with defect-free goods (subsequent performance) Seller reserves the right to make two attempts at subsequent performance. Should the supplementary performance fail or be unreasonable for the buyer, the buyer may either withdraw from the contract or demand a reduction of the purchase price. Clause 11 shall apply to claims for damages and for reimbursement of futile expenses due to a defect.

10.3 The Buyer's claims for defects shall become statute-barred one year after delivery of the goods. Instead of this period, the statutory limitation periods shall apply in the following cases: in the case of liability due to intent,
in the case of fraudulent concealment of a defect, for claims against the Seller due to the defectiveness of a good if it has been used for a building in accordance with its usual instructions for use and has caused its defectiveness, for claims due to injury to life, body or health, which have arisen due to a negligent breach of duty by the seller or an intentional or negligent breach of duty by a legal representative or vicarious agent of the seller, for claims due to other damages which have arisen due to a grossly negligent breach of duty by the seller or an intentional or negligent breach of duty by a legal representative or vicarious agent of the seller.
of a legal representative or vicarious agent of the seller, and in the event of withdrawal of the buyer due to the regulations on the purchase of consumer goods.

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11. Liability

11.1 The Seller shall be liable for damages in principle in accordance with the statutory provisions. In the event of a simple negligent breach of non-essential contractual obligations, any liability of the Seller shall be excluded. The foregoing limitations of liability shall not apply in the case of damages resulting from injury to life, body or health. Eco Viva is liable for damages of the customer without limitation according to the
statutory provisions only if these are due to intentional or grossly negligent conduct of Eco Viva. In case of slightly negligent breaches of duty, Eco Viva shall only be liable in case of breach of essential contractual obligations. In this case, the liability is limited to the contract-typical and at the time of conclusion of the contract foreseeable, direct damage to the customer. Liability for culpable injury to life, body or health remains unaffected.

11.2 Paragraph 1 shall also apply to the same extent for breaches of duty by legal
representatives and / or vicarious agents of Eco Viva.

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12. Offsetting

The Buyer may only set off against the Seller's claims an undisputed counterclaim or a counterclaim that has become res judicata.

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13. Securities

In the event of justified doubts as to the solvency of the Buyer, in particular in the event of payment arrears, the Seller may, subject to further claims, revoke payment terms granted and make further deliveries dependent on advance payments or the granting of other securities.

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14. Retention of title

The services and goods delivered by Eco Viva shall remain the property of Eco Viva until full payment of all
all claims arising from the business relationship with the client. Rights of use (4.1) shall only be granted upon full payment of the fee owed. The goods remain the property of the seller until full payment of the purchase price. As long as this retention of title exists, the buyer may neither resell the goods nor dispose of the goods. The seller may demand the return of the goods on the basis of the retention of title even if he has not yet withdrawn from the contract.

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15. Force majeure

All events and circumstances beyond the Seller's control, such as natural disasters, war, labor disputes, shortages of raw materials and energy, traffic and operational disruptions, fire and explosion damage, acts of God, shall release the Seller from its contractual obligations for the duration of the disruption and to the extent of its effects.
from its contractual obligations for the duration of the disturbance and to the extent of its effects. This shall also apply insofar as the events and circumstances make the performance of the affected business sustainably uneconomical for the Seller or are present at the Seller's upstream suppliers. If these events last longer than 3 months, the Seller shall be entitled to withdraw from the contract.

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16. Place of payment

Regardless of the place of delivery of the goods or documents, the place of performance for the Buyer's payment obligation shall be the Seller's registered office.

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17. Receipt of declarations

Notifications and other declarations to be made to a party shall become effective from the time they are received by that party. If a deadline is to be met, the declaration must be received within the deadline.

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18. Jurisdiction

In commercial transactions with customers who are merchants according to the German Commercial Code (HGB), the place of jurisdiction shall be determined according to the registered office of Eco Viva GmbH. Eco Viva reserves the right to assert claims against the purchaser at his general place of jurisdiction.

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19. Applicable law

In addition to these GTC, the statutory provisions of the Federal Republic of Germany shall apply exclusively. The UN or international sales law is expressly excluded.

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20. Contract language

The language of the contract shall be German. If these General Terms and Conditions are communicated to the customer in a language other than the language in which the contract is concluded (contract language), this shall only be done to facilitate understanding. In the event of differences in interpretation, the text drawn up in the language of the contract shall prevail.

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21. Miscellaneous (severability clause)

Should any of the above provisions be judged to be legally invalid, this shall not affect the validity of the remaining provisions.