Wholesale terms
1. Scope
These terms apply to orders placed through the wholesale area of diabolofocus.com by businesses (shops, schools, clubs and other traders) whose application DiaboloFocus has approved. The buyer acts as a business (§ 14 BGB) or as a legal entity under public law, not as a consumer. The general terms apply in addition; where the two differ, these terms prevail for wholesale orders. The right of withdrawal and the consumer provisions of the general terms (Sections II to IV) do not apply. The buyer’s own terms of purchase do not apply, even where we do not expressly object to them.
2. Order requests and confirmation
An order request sent from the wholesale area is an offer to buy. We review each request. If we accept it unchanged, we confirm it and issue the invoice at the same time; the contract is formed with that confirmation. If a request needs changes (for example quantities where stock is short, prices or shipping costs), we send the changes to the buyer before confirming, and the request is confirmed and invoiced only once the buyer has accepted them in the wholesale area. The buyer may cancel a request until it is confirmed. Minimum order quantities and pack sizes apply as shown for each product in the wholesale area.
3. Prices and VAT
Wholesale prices are net prices in euros. German VAT at the statutory rate is added for buyers in Germany.
For a business in another EU member state with a VAT identification number that is valid at the time of delivery, the delivery is a tax-free intra-Community supply (§ 4 No. 1b with § 6a UStG, Art. 138 Directive 2006/112/EC). No German VAT is charged, and the buyer declares the intra-Community acquisition in its own member state. The buyer confirms that it buys the goods for its business and that they are transported to another EU member state, and on request confirms their arrival there in text form (entry certificate, Gelangensbestätigung). If the exemption fails for a reason within the buyer’s responsibility, in particular a VAT number that is invalid or not the buyer’s own, or a missing entry certificate, we may charge German VAT subsequently.
Deliveries outside the EU are tax-free export supplies (§ 4 No. 1a with § 6 UStG). Customs duties, import VAT and other import charges are the buyer’s, and the buyer provides on request the documents needed to prove the export. Shipping and assembly are taxed like the goods.
DiaboloFocus is Sundia’s official distributor for Europe and sells from stock held in Germany; wholesale prices include that distribution and are not the manufacturer’s export prices.
4. Payment
Payment is by bank transfer, within the payment term stated on the invoice and without deduction. For a new business relationship, payment is in advance: goods ship once payment has arrived. Once the relationship is established, we may ship before payment; the payment term on the invoice still applies. If payment has not arrived by the due date, we may withdraw from the contract after setting a reasonable further deadline. If the buyer is in default, it owes default interest at the statutory rate (§ 288(2) BGB) and the flat fee of 40 euros (§ 288(5) BGB); further claims remain unaffected.
The goods remain our property until all claims arising from the business relationship have been paid in full (retained goods). The buyer may resell them in the ordinary course of business. It hereby assigns to us the claims arising from the resale, up to the amount of our invoice including VAT; we accept the assignment. The buyer remains authorised to collect these claims for as long as it meets its payment obligations towards us. The retained goods may not be pledged or transferred as security; the buyer informs us without undue delay of any access by third parties. Where the value of our securities exceeds our claims by more than 10%, we release securities of our choice at the buyer’s request.
5. Delivery and inspection
Shipping costs are stated on the invoice. Delivery dates are estimates unless expressly agreed as binding. Risk passes to the buyer on handover to the carrier. Partial deliveries are permitted where they are reasonable for the buyer; they cause no additional shipping costs. The buyer has visible transport damage noted by the carrier on acceptance and notifies us of it without undue delay.
Our obligation to deliver is subject to correct and timely supply by the manufacturer, unless we are responsible for a failure of supply. If goods are unavailable for this reason, we inform the buyer without undue delay and refund any payment already made for them.
The buyer inspects the goods without undue delay, at the latest within seven days of receipt, and notifies visible defects in text form within that period; hidden defects are notified in text form within seven days of their discovery. Defects not notified in time are excluded from claims for defects, unless we concealed the defect fraudulently. Where the sale is a commercial transaction for both parties, § 377 HGB remains unaffected.
6. Warranty and liability
The statutory rights for defects apply, except that claims for defects become time-barred one year after delivery. This shorter period does not apply to damages claims for intent or gross negligence or for injury to life, body or health, to claims under the German Product Liability Act, where a defect was fraudulently concealed or a guarantee was given, or to recourse claims under §§ 445a, 445b and 478 BGB.
We are liable without limitation for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act. For slight negligence we are liable only for breach of an essential contractual obligation (one whose performance makes proper execution of the contract possible and on which the buyer regularly relies), and only up to the foreseeable damage typical for this kind of contract.
7. Product photos
The product photos in the wholesale area were taken by Guillaume Karpowicz for DiaboloFocus, and all rights in them remain with us. For as long as the buyer’s wholesale account is approved, we grant the buyer, free of charge, a simple (non-exclusive), non-transferable right to use the main photo of each product that it downloads from the wholesale area, solely to offer and sell products it has bought from us: in its own online shop, in its listings on online marketplaces, on its social media channels and in its printed shop material.
The buyer may resize and crop the photos and change their background. Not permitted are any other editing, removing or altering the copyright information embedded in the files, passing the photos on or sublicensing them, using them for goods from other suppliers, and using them to train or as input for artificial intelligence systems. The other photos and the product descriptions in the wholesale area are not licensed.
The right of use ends when the wholesale account is closed. The buyer then removes the photos from all its channels within 60 days; printed material already produced may be used up. Any use beyond this licence infringes our copyright.
8. No returns of unsold goods
Goods are not taken back because they were not sold. An exchange is possible in individual cases if agreed beforehand in text form. The statutory rights for defects (section 6) remain unaffected.
9. Resale and product safety
The buyer sets its resale prices freely. The retail prices shown in the wholesale area are non-binding recommended retail prices.
The buyer sells the goods with all the labels, warnings and instructions with which we deliver them, and does not remove or alter them. It passes on to its customers any safety information we give it, and cooperates to a reasonable extent in a recall or any other safety measure.
10. Confidentiality
Wholesale prices, conditions and the content of the wholesale area are confidential. The buyer does not pass them on to third parties or make them publicly available; excepted are advisers bound to confidentiality, statutory disclosure obligations and the photos licensed under section 7. This obligation continues after the wholesale account is closed.
11. The wholesale account and changes to these terms
Either party may close the wholesale account at any time in text form. We may suspend or close an account with immediate effect for good cause, in particular for default in payment or a breach of these terms. Orders already confirmed are still delivered and paid as agreed after the account is closed; requests not yet confirmed lapse.
We announce changes to these terms in the wholesale area. They apply to order requests the buyer sends after it has accepted the changed version in the wholesale area. Until then, it cannot send new order requests.
12. Data protection
We process the contact details of the buyer and its contact persons to carry out the business relationship. The details are in our privacy policy on diabolofocus.com.
13. Governing law and place of jurisdiction
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Where the buyer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the place of jurisdiction is Berlin; we may also bring proceedings at the buyer’s general place of jurisdiction.
14. Language
These terms are available in German, English, French and Spanish. The German version prevails.