Last Modified: August 21st 2018
Clover Terms and Conditions - Terms for Use of the Website and Terms of Sale
The customer’s use of the website at www.cloverimaging.eu or our local subsites (“Website”) and purchase of our products – whether on our Website, or via facsimile or email – is subject to these terms and conditions (“Terms and Conditions”).
The provisions under Part A (“Terms for Use of the Website”) apply to all customers using the Website free of charge that register on the Website and accept these Terms for Use of the Website.
For customers who purchase products via the Website, email, facsimile or otherwise, Part B (“Terms of Sale”) shall apply.
Part C (“Privacy Notice in relation to the Purchase of Product according to the Terms of Sale”) provides information relating to the data processing that occurs in relation to the purchase of a product according to the Terms of Sale.
Part A: Terms for Use of the Website
1. Use of our website
The Website is operated by Clover Germany GmbH (“Clover Germany”, “we”, or “us”). On the Website the customer can find information about us and the products that the European Clover entities offer. The use of our Website is free of charge.
1.1 By registering on our Website, the customer accepts these Terms and Conditions and confirms that the customer is acting in its capacity as business. We may reject the customer’s offer without providing a reason. The agreement regarding the free use of the Website and its registered area (“Agreement”) is concluded once we have provided the account details to the customer and – after verification of the email address by the customer – sending a confirmation email to the email address that the customer has provided in the registration process. After accepting the offer, the customer may continue to use the functionalities on the Website for free, but the customer also has access to the pricing tool and may order products on the Website.
1.2 Clover Germany operates the Website and provides the content on it. The customer may not use any of the content without our prior written consent for other purposes than those purposes provided in these Terms and Conditions. Available products offered on the Website may vary depending on the customer’s region and availability. We do not guarantee that all products are available in each region at all times.
1.4 All further provisions regarding the purchase of our products are given in the Terms of Sale.
2. Warranty for defects and liability
The following applies for the services under these Terms for Use of the Website:
2.1 Any warranty is excluded, unless Clover Germany fraudulently conceals a defect.
2.2 Clover Germany is only liable for intentional damage or damage due to gross negligence. Any further liability under legal provision is excluded.
3. Data protection
4. Term of the Agreement
4.1 The customer may terminate the Agreement at any time without giving a reason by sending an email.
4.2 Clover Germany may terminate the Agreement at any time, if the customer is in material breach of these Terms and Conditions. We may terminate the Agreement for convenience with four (4) weeks prior written notice.
5.1 These Terms for Use of the Website are subject to German law, other than with regard to conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).
5.2 For disputes arising under these Terms for Use of the Website, the place of exclusive jurisdiction is the seat of Clover Germany. Clover Germany is also entitled to sue at the customer's residence.
5.3 If one or more provisions of these Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of these Terms and Conditions. In such an event, the parties to the agreement shall replace the invalid or unenforceable provision with a valid or enforceable provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. The same applies to any modifications made to enter details into any outstanding gaps in these Terms and Conditions.
Part B: Terms of Sale
These Terms of Sale apply in addition to the Terms for Use of the Website. In the event of a conflict, the provisions of these Terms of Sale shall prevail.
1. General Conditions
1.1 These Terms of Sale apply to all purchases of products made via the Website, email or otherwise. The contracting party is either Clover Portugal LDA, Clover Serbia d.o.o. or Clover Germany GmbH - as identified in the quote as described in Clause 2 of these Terms of Sale (“Clover EMEA Entity” or “we” or “our”).
These Terms of Sale apply to all transactions with businesses. When placing an order, the customer confirms to be or represent a business as defined under the laws of its country of registration.
1.2 The Clover EMEA Entity objects to any diverging, conflicting or additional terms and conditions of the customer. Even if the Clover EMEA Entity is aware of and does not expressly contradict those terms and conditions again, such conditions will never be included within the Purchase Agreement or otherwise be accepted by the Clover EMEA Entity. This also applies if the terms and conditions of the customer provide for a retention of title.
1.3 Individual agreements between the parties prevail over these Terms of Sale.
1.4 An amendment by the customer of these Terms of Sale shall only be valid if expressly agreed in writing with the Clover EMEA Entity.
2. Quote, Contracting and Contract documents
2.1 The Clover EMEA Entity will provide to the customer a quote for products and prices . The products and prices are subject to change until an agreement has been concluded between the Clover EMEA Entity and the customer. Neither Clover EMEA Entity’s quote nor the product pages on the Website represent a binding offer to the customer. Technical changes as well as changes in format, colour, price and/or weight are reserved.
2.2 The customer may order the products based on the quote and the prices set forth therein by the Clover EMEA Entiyt. By ordering the products based on the quote provided by the Clover EMEA Entity, the customer bindingly expresses his intention to purchase the products. The Clover EMEA Entity can accept the offer by a written order confirmation (“Purchase Agreement”).
2.3 Obvious mistakes and errors in quotes, order confirmations and invoices shall be corrected by the Clover EMEA Entity.
2.4 All property rights and copyrights for price quotes, designs and other documents regarding the offer remain with the Clover EMEA Entity unless otherwise expressly agreed.
2.5 All product-related information is only binding if presented in a brochure or on the Website and expressly confirmed in writing by the Clover EMEA Entity.
3. Prices, Payment Conditions
3.1 The binding prices for products ordered can be found in the order confirmation. If that information is missing, the current price list of the Clover EMEA Entity as applicable at the date of the conclusion of the purchase agreement applies. VAT will be added to all prices at the applicable rate.
3.2 All products purchased are covered by the transport insurance of the Clover EMEA Entity if delivered with own or other means of transport to and from all places worldwide.
3.3 Except as otherwise agreed in the order confirmation, any invoiced amounts shall become due for payment upon receipt of the respective invoice. Cheques shall only be accepted as conditional payment and are valid after being cashed. If the customer does not pay within the agreed period, he is in default of payment. The customer has to pay the statutory interest rate on the amount owed. We reserve the right to claim a higher damage caused by delay.
The customer is only entitled to set-off with counterclaims that are uncontested by the Clover EMEA Entity or have been finally adjudicated. The customer shall only be entitled to assert a right of retention to the extent that its counterclaim is based on the same contractual relationship and is uncontested or has been finally adjudicated.
4. Transfer of Risk, Delivery
4.1 The risk of accidental loss and accidental deterioration of the products are transferred to the customer upon delivery, or in case of a sales shipment as soon as the goods are handed over to the transportation service provider or any other person or body hired to carry out the shipment.
4.2 Should the customer be in default in accepting delivery, the risk of accidental loss is transferred to the customer. The Clover EMEA Entity is only in delay with deliveries if the customer provides a written notice to fulfil the performance. This does not apply for expressly agreed fixed delivery times.
5. Warranty for Defects
5.1 The customer shall have the right to rescind the Purchase Agreement according to statutory law and taking into account the statutory exceptions if the Clover EMEA Entity fails to meet a fixed reasonable deadline for repair or replacement due to a defect. If it is only a minor defect, the customer shall only be entitled to a reduction of the price. Any further right to reduce the price shall be excluded. Further claims are determined exclusively by Clause 6 of these Terms of Sale.
5.2 The customer is not entitled to rights in case of defects if the relevant defects and damage result from an appropriate or improper use, incorrect installation or use by the customer or third parties, normal wear, faulty or negligent treatment, or improper maintenance. Clause 6 of these Terms of Sale remain unaffected.
5.3 If the customer or a third party repairs improperly, there is no liability of the Clover EMEA Entity for any consequences thereof. The same applies to changes made to the products purchased without prior consent of the supplier.
5.4 Warranty claims of the customer expire 12 months after delivery of the defective product. Clause 6 of these Terms of Sale remains unaffected.
6. Limitation of Liability
6.1 The Clover EMEA Entity’s liability for damages due to slight negligence, for any legal reason, is limited as follows:
- (a) The Clover EMEA Entity’s liability for any breach of a material duty under any legal obligation is limited to the amount of foreseeable damages typical for this type of agreement; and
- (b) The Clover EMEA Entity is not liable for slight negligence for any other nature.
6.2 The limitations of liability pursuant to Clause 6.1 of these Terms of Sale do not apply to statutory liabilities (in particular under the German Product Liability Act (Produkthaftungsgesetz)), or to claims arising from death and injury to body and health for which the Clover EMEA Entity is held responsible, or if and to the extent that the Clover EMEA Entity has assumed any guarantee.
6.3 Clauses 6.1 and 6.2 of these Terms of Sale apply accordingly to the Clover EMEA Entity’s liability for any unwarranted expenditure.
6.4 The customer undertakes to take sufficient measures to prevent or mitigate damages.
7. Retention of Title
7.1 The delivered items shall remain the property of the Clover EMEA Entity until payment of all accounts receivable owed by the customer from the business relationship.
7.2 The customer is obliged to treat all products subject to retention of title with care for the duration of the retention of title. Customer is obliged to immediately notify the Clover EMEA Entity if a third party has access to those products, e.g. in case of attachmentclaims by third parties relating to the product subject to retention of title, damages or destruction.
7.3 If the customer fails to effect a performance, e.g. in case of delayed payment , the Clover EMEA Entity may rescind the Purchase Agreement, redeem the products subject to retention of title and use them for other purposes in order to satisfy claims due against the customer after expiry of a reasonable grace period set, unless such period can be dispensed pursuant to applicable law. In such a case of rescission from the Purchase Agreement, the customer shall grant Clover EMEA Entity immediate access to the products subject to retention of title and surrender the same. If the Clover EMEA Entity demands surrender according to this provision, this shall constitute a rescission of the Purchase Agreement.
7.4 The customer shall be entitled to resell the products subject to retention of title in the ordinary course of business. The customer already now assigns all accounts receivable to the Clover EMEA Entity, which it accrues from the resale . Should products subject to retention of title be sold by the customer – after processing transforming – together with products not belonging to the Clover EMEA Entity, then the customer assigns already now the accounts receivable accruing from the resale in the amount of the value of the products subject to retention of title with all auxiliary rights and with priority before the residual amount. The Clover EMEA Entity accepts the assignment. The customer shall be authorised to collect the accounts receivable also after the assignment. The authority of the Clover EMEA Entity to collect the accounts receivable itself remains unaffected hereby; however, the Clover EMEA Entity agrees not to collect the accounts receivable as long as the customer properly meets its payment and other obligations. The Clover EMEA Entity can demand that the customer notifies it of the assigned accounts receivable and the respective debtor thereof, that the customer provides all information necessary for collection, hand over the related documents and inform the debtors of the assignment.
7.5 The customer is obliged to insure the retained products against theft, damage, fire, water and other damage at his own expense for the duration of the retention of title. The Clover EMEA Entity is entitled to arrange for an insurance policy at the expense of the customer if the customer does not obtain an insurance himself for the duration of the retention of title.
7.6 The customer is entitled to demand release securities to the extent that the realizable value of the securities exceeds by more than 20 % of the Clover Entity’s secured claims.
If one or more provisions of these Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of these Terms and Conditions. In such an event, the parties to the agreement shall replace the invalid or unenforceable provision with a valid or enforceable provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision. The same applies to any modifications made to enter details into any outstanding gaps in these Terms and Conditions.
Part C: Privacy Notice in relation to the Purchase of Product according to the Terms of Sale
Please find the information relating to the data processing of personal data in context of purchase of a product according to the Terms of Sale.
This data protection information applies to you if you are either a sole entrepreneur or other natural person ordering products or if you are ordering products as an employee of a customer.
1. If a customer orders a product on our Website, Clover Germany is responsible for the processing of the following data to being able to process the purchase and send an invoice: First name, last name, company, address, city, country, language, zip code/postal code, email address, password, phone number, name and contact details of contact person of the customer, details of order and purchase, and information about payment and invoices.
The basis for the processing of the personal data is the performance of the purchase agreement. Clover Germany will delete the personal data when the customer deletes the account, and all claims relating to the account or the purchase have been settled. Clover Germany will otherwise only process the personal data in order to fulfil any legal archiving duties. Clover Germany discloses the personal data to the Clover EMEA Entity, if it is not the Clover EMEA Entity itself, in order to enable the Clover EMEA Entity to process the purchase and send an invoice to the customer. Clover Germany or the Clover EMEA Entity discloses the personal data to transporting service providers in order to deliver the products that have been ordered by the customer.
2. If the customer purchases a product via email or facsimile, the Clover EMEA Entity is responsible for the processing of the following data to being able to process the purchase and send an invoice: First name, last name, company, address, city, country, language, zip code/postal code, phone number, name and contact details of contact person of the customer details of order and purchase, and information about payment and invoices. The basis for the processing of the personal data is the performance of the Purchase Agreement. The Clover EMEA Entity will delete the personal data when all related claims have been fulfilled. The Clover EMEA Entity will otherwise only process the personal data in order to fulfil any legal duty to retain copies. The Clover EMEA Entity discloses the personal data to transporting service providers in order to deliver the products that have been purchased by the customer.
3. The customer can contact our data protection officer of Clover Germany at firstname.lastname@example.org for the D-A-CH region.
4. Pursuant to statutory requirements, the customer has the right to obtain information about the personal data that we store, rectification, erasure or restriction of your personal data and to object to the processing of personal data. The customer also has the right to data portability. Customer may also file a complaint with the competent supervisory authority, if customer thinks that the processing of personal data violates data protection laws.