§ 1 General

1. The following Allgemeine Geschäftsbedingungen [General Business Terms and Conditions] (AGB) shall apply to all, even future, agreements, deliveries and other services of the Y-inStyle e.K. company, Weißerlen Straße 19, 79108 Freiburg (hereafter Y-inStyle) for its commercial customers. The version of the General Business Terms and Conditions shall always apply which is valid at the point in time that the order is made.

2. Varying general terms and conditions from the customer do not have any effectiveness, unless the enforcement of those conditions was agreed upon by both parties in written form.

3. The Business Terms and Conditions between Y-inStyle and the Customer shall be subject to the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Karlsruhe is agreed as the legal venue if the Buyer is considered to be an entrepreneur in accordance with the HGB [German Commercial Code]. If the Buyer is not considered to be an entrepreneur in accordance with the HGB, the statutory provisions shall prescribe the legal venue.


§ 2 Contractual content and contractual conclusion

1. Y-inStyle offers its customers the option of ordering and purchasing fashionable pieces of clothing via the Internet web site www.Y-inStyle.com. An order made orally is not possible.

2. Y-inStyle’s offers are intended exclusively for its commercial customers who have identified themselves through the submission of a trading certificate which is made out in their name before the order is made. Orders made by parties other than commercial customers shall not be accepted by Y-inStyle.

3. The agreement shall be realised through the express acceptance of the order by Y-inStyle. After the receipt of the order has been confirmed by e-mail, then the Customer shall receive another e-mail upon acceptance of the order. If the ordered goods should in part not be available, then Y-inStyle shall offer the Buyer the available goods instead of making acceptance per e-mail. The agreement shall be realised in this case if the Buyer accepts this offer.


§ 3 Prices

The prices valid at the time the order is made shall be prevailing. Such prices shall be understood to be in addition to the statutory VAT in the amount of 19 % at present plus the shipping and packaging costs.


§ 4 Payment

1. The deliveries to the Customer shall be carried out by Y-inStyle according to the options available to the Customer of advance payment or cash on delivery (COD). First time customers and customers whose residence is outside of the Federal Republic of Germany are required to make exclusively advance payment. Y-inStyle shall issue an invoice to the Customer which shall be provided to it upon delivery of the goods or it shall be sent by e-mail or the post.

2. If the Customer opts to make advance payment, then the agreed purchase price must be transferred to Y-inStyle within 10 days while stating the order number. If the Customer chooses to make a COD payment, then COD costs in the amount of EUR 15.00 must be transferred to Y-inStyle within 10 days while stating the order number.

3. In the event that it makes a COD payment, the Buyer must ensure that it itself takes delivery of the shipment at the delivery destination. Otherwise, it must assume both the shipping costs of the failed delivery attempt as well as also the shipping costs of another delivery attempt.

4. Deviating from Paragraph 1, Y-inStyle may at its own discretion offer to make delivery to the Customer against a purchase order. The invoiced amounts shall be immediately due for payment with no discounts when delivery is made against a purchase order.

5. Deviating from Paragraph 1 and upon prior mutual agreement, the goods may also be picked up from Y-inStyle. In this case, a cash payment is possible.


§ 5 Reservation of the availability of supplies and materials and transfer of risk

1. The ordered goods shall be delivered to the address specified by the Customer unless something to the contrary is contractually agreed.

2. We are not responsible for delivery delays owing to the following causes even if the deadlines and timeframes have been agreed with binding validity. The same shall also apply if these causes are the fault of our legal representatives, vicarious agents, suppliers or their subsuppliers:

Force majeure events as well as other extraordinary events which are unforeseeable to us, unavoidable and for which we are not at fault which only then occur after the contractual conclusion or which were unknown to us upon the conclusion of the agreement through no fault of our own as well as subsequent strikes and legal lockouts. They shall entitle us to suspend the delivery for the duration of the hindrance in addition to an appropriate startup period. If we are able to document to the Customer that the delivery would be made more difficult to an unreasonable extent, then we shall be entitled to withdraw from the agreement. Damage compensation claims as well as a right of rescission upon the part of the Buyer shall be excluded in the aforementioned cases. Circumstances which lead to a merely temporary and thus tolerable delivery delay shall remain excepted from this.

3. If payments have already been made by the Buyer for the rendering of service, then we shall repay them. However, we may demand the portion of the agreed fee which is applicable to these services for the services already rendered at the point in time that the force majeure event occurs. Otherwise, claims for either party shall not be valid in these cases.

4. Y-inStyle reserves the right to be released from its obligation to fulfil the agreement if the goods must be delivered by its own supplier on the date that the delivery is made and its own supplier, in whole or in part, fails to make delivery to Y-inStyle. This reservation of the availability of supplies and materials shall only then apply if Y-inStyle is not responsible for the nonavailability of the goods and materials. Y-inStyle shall not be responsible for the failure to provide performance provided that an agreement for the fulfilling of our contractual obligations owed to our Customer was concluded in a timely manner with our supplier. If the goods cannot be supplied, Y-inStyle shall immediately notify the Customer of these circumstances and repay the purchase price. The Customer may opt to have the amount to be reimbursed credited to its customer account and offset against any future orders.

5. Risk shall be transferred to the Customer when the goods are shipped or surrendered to the carrier.


§ 6 Reservation of ownership, offsetting

1. The goods supplied shall remain Y-inStyle’s property until all payment claims are settled to which Y-inStyle is entitled in accordance with the agreement.

2. The Customer shall be entitled to a right of offset only if its counterclaims are not disputed by Y-inStyle or legally upheld. The Customer shall be entitled to exercise a right of retention only to the extent that its counterclaim is based upon the same contractual relationship and is undisputed or legally upheld.


§ 7 Default

1. In the event of late payment, default interest shall apply in the amount of at least 8 % points above the base lending rate. Y-inStyle shall be entitled to document and demand higher default damage amounts.

2. In the event that default occurs, in addition to the customary default interest, the Customer shall also be responsible for the damages suffered by Y-inStyle which have been created through storage and unpacking (§ 288 Para. 4 BGB [German Civil Code]). However, in this case, the Customer shall be entitled to document to Y-inStyle that lesser or no damages were suffered.


§ 8 Liability for defects

1. If defects – e.g., production flaws or other damage – are discovered, the Customer shall be entitled to legal warranty rights in accordance with the following provisions. However, the failure to satisfy constitutes no defect which would entitle the Customer to assert warranty claims. In the latter case, Y-inStyle expressly refuses to take back the goods.

2. Y-inStyle shall assume no responsibility if items which have been produced abroad deviate in their measurements from those of goods produced in the Federal Republic of Germany in their corresponding size if a deviation of the respective national sizes from the German size is customary and commonplace in the technical circles of the textile trading industry.

3. The Customer must immediately inspect the delivered goods upon their arrival and notify Y-inStyle of any defects which are discovered while describing them in detail. If the Customer fails to make such a notification, the delivered goods shall be considered to be approved unless it concerns a defect which was not recognisable when the inspection was made. If such a defect is discovered later, then the Customer must immediately make notification to Y-inStyle upon its discovery while providing a precise description of the defect; otherwise, the goods shall also be considered to be approved in spite of this defect.

4. If defects are discovered and notification of them has been made in a timely manner, then Y-inStyle shall be entitled to make rectification of the defects. If a rectification attempt is unsuccessful, then the Customer shall be entitled to reduce the purchase price or withdraw from the agreement.

The return shipment of the defective goods shall be made by the Customer in insured packaging. In accordance with the warranty for defects, Y-inStyle shall immediately reimburse the Customer for the purchase price and the costs of the return shipment. The Customer may opt to have the reimbursement amount credited to a customer account and offset against any future orders.

Otherwise, the statutory provisions shall apply with regards to warranties, particularly §§ 377 ff. HGB.


§ 9 Transport damage

1. The Customer must immediately have any external recognisable damage to shipments documented by the delivery person in a suitable form. The transport companies are obliged to do so. In the event of damage to, defects or weight underages of the contents which are not obvious but then subsequently discovered, continued unpacking must be immediately ceased. The transport company must be immediately held responsible in writing and requested to assess the damage.

2. In all cases, goods and packaging must be left in the condition in which they were when the damage was discovered until the authorised representative of the transport company assesses the factual circumstances of the situation.


§ 10 Liability

1. Aside from legal warranty claims, damage compensation claims may be asserted by the Customer against Y-inStyle only if Y-inStyle has committed intentional wrongdoing or gross negligence. This exclusion of liability shall not apply in the event of the loss of life, physical injury, damage to health and in the event of the violation of essential contractual obligations.

2. With the exception of intentional wrongdoing, gross negligence and damages owing to the loss of life, physical injury or damage to health, the liability of Y-inStyle shall be limited in its amount to the damages which were typically foreseeable upon the conclusion of the agreement.

3. Liability in accordance with the German Product Liability Act and other mandatory statutory directives shall remain unaffected.


§ 11 Copyrights

1.General
The photographs, texts and video clips used upon the Internet pages are protected by copyright. Any use of the photographs, texts, video clips and the name “Y-inStyle” is permitted to Y-inStyle’s customers only in accordance with the following provisions.

2.Content of the right of use
Upon a free of charge basis, Y-inStyle grants to the Customer a simple, revocable, nonexclusive, purposeoriented right of use to the photographs and video clips. However, video clips may be used only with the written approval of Y-inStyle.

3. Nonetheless, this simple right of use shall apply only with regards to photos and video clips of goods which the Customer has received and paid for in full.

a. The photographs and video clips may be used only in online shops or online auctions. The photos may neither be printed out nor used in other print media nor disseminated in any other manner and form. Video clips may not be altered, reproduced and / or disseminated or made publicly accessible with the exception of the cases which are herein permitted. This shall apply particularly to any dissemination or availability on the Internet.

b. Any existing originator labelling of Y-inStyle may not be removed. In the event that such labelling should not be available, the Customer must indicate the originator directly in conjunction with the photographs, text or video clip.

c. With regards to the use of photography and video clips, the Customer shall be obliged to ensure that Y-inStyle can review the rights of usage in the individual case by means of a satisfactory naming of service providers/suppliers (web site credits).

d. In no case may the photos and video clips be used in a context which conflicts with the intention of the photos and video clips, namely to offer the displayed textiles for sale. This shall apply particularly for any depiction in an obscene manner, in a pornographic context or in some other degrading manner and form.
.
4. The right of use is restricted by time to the length of the offer for the goods ordered from Y-inStyle. The right of use shall lapse when the relevant goods are sold and / or the corresponding offer is ended owing to other reasons. However, the right of use shall lapse no later than two years after the photo or the video clip is published for the first time upon the Y-inStyle Internet web site. A list of the publication dates for the respective photographs and video clips is available for review on the Y-inStyle web site.


5. Any use, dissemination or depiction of the photographs or video clips by the Customer which deviate from this provision (§ 11) violate the copyright of Y-inStyle. In each case of the violation of the copyright or rights of use, the Customer shall be obliged to pay damage compensation to Y-inStyle; per day of use, at least in the amount of EUR 25.00 per photograph used, in the amount of EUR 75.00 for each video clip used. However, the Customer may document that less respective damages have been suffered.

§ 12 Resale of the goods

1. The Customer shall be obliged to resell the goods with the "Y-inStyle" label for a price of at least 50 % of the price paid to Y-inStyle in order to avoid a dilution of the Y-inStyle brand.

2. Goods not sold which carry the Y-inStyle label may be returned by the Customer one year after purchase against a credit voucher for the market value of these goods.

§ 13 Data protection

1. The Customer is aware and approves that the personal data required for the processing of the order are saved by Y-inStyle upon data carriers. The Customer expressly approves the collection, processing and use of its personal data. The saved personnel data shall naturally be kept confidential by Y-inStyle. The collection, processing and use of the Customer’s personal data shall be carried out subject to adherence to the Bundesdatenschutzgesetzes [German Data Protection Act] (BDSG) and the Teledienstdatenschutzgesetzes [German Teleservices Data Protection Act] (TDDSG).

2. The Customer shall be entitled to withdraw its approval at any time with validity for the future. In this case, Y-inStyle is obliged to immediately delete the personal data of the Customer. In the case of ongoing order processes, the deletion shall be made after the completion of the order process.


§ 14 Severability clause

1. Place of jurisdiction for all disputes arising between Y-inStyle and its customers is Karlsruhe, Germany, as far as customer is trader in terms of the commercial law.

2. Both parties agree that German law is applicable. The stipulations of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are, however, not applicable.

3. If the event that individual provisions of these General Business Terms and Conditions and / or the agreement they supplement are or become invalid, then the validity of the remaining provisions shall not be affected.