Freudenberg Performance Materials Apparel SE & Co. KG (“FPMA”) offers selected customers who have registered on its website www.shop.freudenberg-apparel.com the use of its Freudenberg Performance Materials Apparel Online Shop (“Freudenberg Apparel Online Shop”) for ordering products and processing contracts. The following terms and conditions govern the use of the Freudenberg Apparel Online Shop.
1. Registration and activation
1.1 Existing commercial customers are registered and activated for the Freudenberg Apparel Online Shop by FPMA. New commercial customers are required to register once before placing their first order in the Freudenberg Apparel Online Shop and will be activated by FPMA once the customer data has been checked. Each customer will create a self-chosen password when logging in for the first time.
1.2 Passwords must satisfy the applicable security standards and can be changed by the customer at any time.
1.3 FPMA reserves the right to refuse registration requests or to subsequently revoke a customer’s access rights.
2. General terms and conditions
3. Conclusion of contract and prices
3.1 The presentation of goods in the Freudenberg Apparel Online Shop is only a non-binding presentation of goods and not a legally binding offer within the meaning of § 145 BGB [German Civil Code].
3.2 Upon submitting an order via the online shop by clicking the button “Order subject to payment”, the customer submits a legally binding offer to conclude a sales contract (“order”). Before submitting his/her order, the customer can review the contents of the order. The customer is bound to his/her order for a period of two weeks after sending it.
3.3 Immediately after receipt of the order by FPMA, the customer receives a system-generated order receipt confirmation. This is not an order confirmation, it only confirms that the order data has been transmitted. The customer’s order text is not saved by FPMA and can no longer be called up after the order process has been completed. However, the content of the order is sent to the customer in printable form with the order confirmation.
3.4 A contract for the goods between FPMA and the customer is concluded when the order confirmation is sent, and no later than when the ordered goods are delivered.
3.5 The contract can be concluded in German and English.
3.6 If delivery of the ordered goods is not possible, e.g. because the corresponding goods are not in stock, FPMA will inform the customer immediately and reimburse any services already received without delay. In this case, no contract is concluded.
3.7 The prices stated at the time of the order apply. The prices in the Freudenberg Apparel Online Shop are net prices and do not include VAT and shipping costs.
4. Authorisation of use, due diligence obligations of the customer
4.1 The Freudenberg Apparel Online Shop can be used exclusively for orders and contract processing between FPMA and its commercial customers after successful registration.
4.2 The customer shall guarantee to FPMA that
- the Freudenberg Apparel Online Shop is used exclusively by authorised employees,
- third parties do not obtain knowledge of the access data, in particular the password, and
4.3 Regardless of the customer’s legal relationships or internal guidelines, anyone who logs in to the Freudenberg Apparel Online Shop using the customer's access data shall be deemed to be authorised vis-à-vis FPMA to use and place an order on behalf of the customer.
4.7 When using the Freudenberg Apparel Online Shop, the customer can send FPMA feedback. To the extent permitted by law, FPMA becomes the sole owner of this feedback. In the event that the intellectual property in the feedback is non-transferable or the feedback contains legally protected prior knowledge of the customer, the customer grants FPMA and its affiliated companies an irrevocable, worldwide, unlimited, exclusive right of use to this feedback, which is unrestricted in terms of content and content (including e.g. the right to translation, reproduction, redesign and other changes, marketing).
5. Data protection
5.1 In the context of the provision and use of the Freudenberg Apparel Online Shop, the parties will strictly observe the data protection obligations incumbent on the parties, in particular in accordance with the European General Data Protection Regulation (EU 2016/679, “GDPR”) and the Federal Data Protection Act.
5.2 Insofar as the user transmits personal data to FPMA during the registration process or during the execution of a contract, the user is responsible for ensuring that FPMA has the appropriate authorisation to transmit and use the data for the purpose of providing the Freudenberg Apparel Online Shop in accordance with the terms of the agreement.
6. Technical requirements and communication
6.1 All communication between FPMA and the customer takes place electronically; orders as well as confirmations of receipt and orders via the Freudenberg Apparel Online Shop are valid without signature.
6.2 The customer shall provide and maintain the equipment, software programmes and services required for the transmission, receipt, translation, recording and storage of data and messages in accordance with the latest state of the art. In particular, he/she shall ensure the access, processing and storage of data and messages sent by FPMA to the contact details provided by the customer during registration.
6.3 Information transmitted via the Freudenberg Apparel Online Shop shall be deemed to have been received no later than at the beginning of normal business hours on the following working day. If the customer can see, while exercising the care customary in business, that incorrect or incomplete data has been transmitted or that data transmission has failed, the customer is obliged to notify FPMA immediately by e-mail at email@example.com or by telephone at +49 6201 80 3999 (Mon-Fri 9:00 AM - 3:30 PM).
Each contracting party shall bear its own costs in connection with the use of the Freudenberg Apparel Online Shop, such as connection fees, administration, acquisition of hardware and software.
8. Confidentiality and intellectual property rights
8.1 All internal technical and commercial information (e.g. prices, costs) obtained during the registration process and through the use of the Freudenberg Apparel Online Shop, including feedback transmitted in connection with the registration and use of the Freudenberg Apparel Online Shop (collectively “Information”), may only be used for the purposes of processing the contract and in accordance with these Terms and Conditions of Use and shall otherwise be treated as confidential.
8.2 The above obligations shall not apply to such information for which the receiving party proves that it
- had knowledge prior to receipt, or
- was available to the public before receipt, or
- became available to the public after receipt without any responsibility on its part, or
- has been made available to it at any time by a third party without an obligation of confidentiality, or
- has already been independently developed by the receiving party, provided that the independent development is proven in writing.
8.3 With respect to the information received, the customer undertakes
- to keep such information confidential,
- to reproduce such information only to the extent necessary for the order and execution of the contract,
- not to disclose such information to third parties,
- to protect such information from unauthorised access, and
8.4 However, FPMA is entitled to process and review information that the customer voluntarily submits via the Freudenberg Apparel Online Shop and to use the conclusions drawn from this in an aggregated and neutralised form to further develop and improve the Freudenberg Apparel Online Shop.
8.5 The obligations under this section (Section 8) shall continue to apply even after termination of the user relationship.
8.6 The Freudenberg Apparel Online Shop contains intellectual property of FPMA, such as patents, trademarks and copyrights (“Intellectual Property”). The use of intellectual property is only permitted insofar as this is necessary for handling the business relationship and does not constitute a right of prior use in the sense of patent or utility model law. The content of the Freudenberg Apparel Online Shop may not be copied, distributed, modified or made available to third parties without the prior express written consent of FPMA.
FPMA is not liable for damage resulting from the use of the Freudenberg Apparel Online Shop or from the provision of incorrect or inaccurate information in the Freudenberg Apparel Online Shop, unless the damage is due to intent or gross negligence. FPMA does not guarantee the availability of the Freudenberg Apparel Online Shop. FPMA is not liable for obvious calculation errors or for damage caused by downloading data or files from the Freudenberg Apparel Online Shop.
10.1 FPMA reserves the right to change or expand the content and structure of the Freudenberg Apparel Online Shop and the associated user interfaces, insofar as this is due to technical improvements or legal requirements. FPMA will inform registered customers of the Freudenberg Apparel Online Shop about the measures in good time.
- if the amendment is merely advantageous for the customer,
- if the amendment is purely technical or procedural in nature, unless it has a significant effect on the customer,
- insofar as FPMA thereby complies with a court ruling or a decision by the authorities issued against FPMA, or
- if FPMA introduces additional services that require regulation. FPMA will inform the customer of such changes.
11. Term and termination
11.1 The user relationship between FPMA and existing customers arises when the customer first registers in the Freudenberg Apparel Online Shop. The usage relationship between FPMA and new customers begins when the customer receives the confirmation of registration. The usage relationship runs for an indefinite period and can be terminated by the parties at any time with a notice period of 30 calendar days to the end of each month.
11.2 The right of each party to extraordinary termination for good cause shall remain unaffected. An extraordinary right of termination shall be considered in particular in the event of serious or repeated violation of essential contractual obligations.
11.3 Notice of termination must be given in writing in accordance with §126b BGB [German Civil Code].
12. Applicable law, place of jurisdiction
12.3 Supplements, amendments and additions to this contract shall not be effective unless they are in writing. This shall also apply to the cancellation of the written form requirement.