1.1. These General Terms and Conditions (hereinafter: "GTC") apply to all contractual agreements (hereinafter: "Contract") between Mula GmbH with its seat in Colditzstraße 34-36, 12099 Berlin, Germany and registered with the Commercial Register of the local court of Charlottenburg (Amtsgericht Charlottenburg) under HRB 196055 B (hereinafter: "MULA") and buyers of the products and services of MULA (hereinafter: "Contractual Partner") in the version valid at the time of contract conclusion, cf. Section 2.
1.2. MULA addresses its offers exclusively to companies or persons that legally qualify as entrepreneur (Unternehmer) pursuant to Section 14 German Civil Code (Bürgerliches Gesetzbuch -BGB).
1.3. All offers and deliveries of the products offered and sold by MULA (hereinafter: "Contractual Products") shall be made exclusively on the basis of these GTC, unless the parties have agreed in written form on provisions deviating from them.
1.4. Contradictory or deviating Terms and Conditions of the Contractual Partner shall only apply if this has been expressly confirmed in writing by MULA. In particular, the mere omission of an objection by MULA against any General Terms and Conditions of the Contractual Partner shall not cause such Terms and Conditions to be considered as agreed. This shall also apply if MULA provides delivery or service without reservation in the knowledge of conflicting or deviating Terms and Conditions of the Contractual Partner.
2.1. The German language as well as the English language are available to the Contractual Partners for the conclusion of the contract via the web shop. Contracts between MULA and the Contractual Partner can be concluded in German and English.
2.2. The product offerings of MULA are always subject to change and non-binding, in particular the presentation of the goods in the web shop and/or in other presentation media does not represent a binding offer on the part of MULA. An obligation of MULA to accept orders does not exist in principle.
2.3. In order to submit an offer, the Contractual Partner shall provide MULA with all data relevant for the proper execution of the order, in particular an invoice address and, if applicable, a shipping address. In addition, the Contractual Partner shall provide MULA with suitable information for contacting a contact person who is sufficiently familiar with the order (in particular telephone number and a valid email address).
2.4. With the order made by the Contractual Partner via the web shop, the Contractual Partner submits a binding offer to conclude a corresponding contract (hereinafter “Offer”). Following the Order, the Contractual Partner initially receives a non-binding order confirmation with an overview of the order placed by the Contractual Partner. MULA then checks the content and feasibility of the products requested by the Contractual Partner with its offer. Unless MULA rejects the offer, MULA prepares and sends the Contractual Partner a Style Sheet for the presentation of the Contractual Products including specifications and personalisations requested by the Contractual Partner (hereinafter “Style Sheet"). The contract is only concluded when MULA sends the Contractual Partner a Contract Confirmation by e-mail after the Contractual Partner has confirmed the Style Sheet.
2.5. In the case of orders with delivery to third parties, the ordering party shall be deemed to be the Contractual Partner and principal, unless otherwise agreed in writing. If the delivery is made to third parties for their benefit or if the recipient of the delivery is otherwise enriched by the taking of possession and further use of the deliveries, the Contractual Partner and the recipient of the delivery are jointly deemed to be the principal. By placing such an order, the Contractual Partner tacitly assures that consent has been given for this.
2.6. MULA does not file the text of the contract for Contractual Partner’s access. These GTC are sent to the Contractual Partner together with the Contract Confirmation by e-mail to the e-mail address deposited by the Contractual Partner.
2.7. The subject of the order is exclusively the Contractual Products and services offered by MULA and ordered by the Contractual Partner. Insofar as this is not expressly stated otherwise in the respective Style Sheet or within the framework of the ordering process and the subsequent order, descriptions and prices refer solely to the Contractual Product offered in each case, but not to any accessories or decoration shown.
2.8. In the presentation of the Contractual Products via the web shop, minor deviations, in particular colour deviations and logo placements, may occur due to the technical presentation possibilities, which - insofar as these are reasonable for the Contractual Partner - do not constitute a material defect nor a reason for a refund claim. Insofar as characteristics of the Contractual Product are specified in the Style Sheet, these specifications shall prevail over the general presentations in the web shop for the definition of the Contractual Product.
2.9. Minor deviations in quality, colour, size, design, width, weight, position of the imprint/embroidery and finishing between the Contractual Product on the one hand and the Style Sheet, samples or the presentations in the webshop on the other hand are part of the agreed quality and do not constitute a defect. This applies in particular to:
3.1. The prices stated by MULA for the Contractual Products shall apply, unless otherwise stated, plus the statutory value added tax as well as - depending on the selected form of dispatch and the order value - any relevant processing and shipping fees in accordance with the current information at the time of the order by the Contractual Partner.
3.2. Any payments must be made in Euro. The Contractual Partner shall bear any applicable transfer and conversion costs.
3.3. MULA is entitled to issue or transmit invoices within the meaning of § 14 UStG exclusively by electronic means. The Contractual Partner agrees to receive electronic invoices.
3.4. The Contractual Partner shall be informed of the selectable payment methods in the course of the ordering process. Payment methods other than those offered in the online shop for the order shall only apply with the express and written consent of MULA.
3.5. The due date for payment of the prices in accordance with Section 3.1 together with further price components shall be due for payment without deduction within 10 working days upon receipt of the invoice by the Contractual Partner. In deviation from the statutory order of Section 366 para. 2 BGB, payments of the Contractual Partner without a redemption provision within the meaning of Section 366 para. 1 BGB shall first be offset against the payment claims that have become due within the last two weeks prior to receipt of payment. Otherwise, the order of Section 366 para. 2 BGB shall apply. If a delivery has been agreed between the parties only against down payment and/or prepayment, MULA shall be entitled to refuse the delivery/transfer of the Contractual Products before the receipt of the agreed payment amount (including any agreed-on fees beyond the product price, e.g. shipping and processing fees) on the respectively indicated bank account.
3.6. The Contractual Partner shall not be entitled to the granting of a certain payment method within the scope of its order. In particular, MULA shall be free to make the provision of a service dependent on payment in advance upon conclusion of the contract, even without stating reasons. If, after conclusion of the Contract without agreement of an advance payment provision, doubts arise as to the Contractual Partner's ability or willingness to pay, e.g. because the Contractual Partner is in default with its payment obligations or because circumstances become known after conclusion of the Contract which are suitable to jeopardize MULA's claim for payment, MULA shall be entitled to make the services still to be provided after the Contract dependent on an advance payment or provision of security by the Contractual Partner.
4.1. MULA shall execute all orders exclusively on the basis of the print and order data transmitted by the Contractual Partner. These data are to be transmitted exclusively in the formats (EPS, SVG, AI, or PNG) as well as with such specifications as stated in the information on the platform. In the event of deviating data formats or other specifications, error-free printing is not guaranteed.
4.2. The data and the products produced therefrom must not violate legal provisions according to their content, in particular by being of a racist, xenophobic, violence-glorifying, sexist or other immoral or anti-constitutional nature or by pursuing such objectives, must not violate rights and claims of third parties, in particular copyrights, and must not cause the fulfilment of the order to violate such provisions, rights and claims. In case of infringement of third party rights by the fulfilment of the print order, the Contractual Partner shall indemnify MULA and hold MULA harmless from all resulting claims and claims for damages asserted against MULA as well as from the costs of legal defence against proof. The right of MULA to withdraw from the Contract in accordance with the following provisions shall remain unaffected.
4.3. The Contractual Partner is obliged to immediately provide all documents or confirmations requested by the authorities which are necessary for the proper fulfilment of the contract. This particularly includes permission to use the trademarks of the Contractual Partner or the Contractual Partner's customer, which are required when importing branded articles across external EU borders.
4.4. The Contractual Partner is obliged to carefully check the customization data transmitted by them before transmission to MULA. MULA is not obliged to check the customization data in regards of colours, orthography, page arrangement or similar. The Contractual Partner alone is responsible for the correctness of the transmitted files.
4.5. In the event that MULA nevertheless becomes aware that the data provided by the Contractual Partner is incorrect, the Contractual Partner shall be informed. Within the scope of the duty to cooperate for the execution of the contract, the Contractual Partner shall then be obliged to deliver error-free print data or to have the data processed by MULA with regard to the printability or to have the order printed with the objectionable data at its own risk or to cancel the order with costs.
4.6. The risk of any errors in the finished Contractual Products as a result of faulty data shall be borne solely by the Contracting Partner. At the express request of the contracting partner, formats other than those specified in the Contractual Partner information shall also be processed, insofar as this is technically possible, which may involve unavoidable conversion. If this results in errors, these shall be borne by the Contractual Partner.
4.7. Insofar as additional costs arise due to the incorrectness of the data, these are to be borne by the Contractual Partner.
4.8. Prior to the production of the Contractual Products, the Contractual Partner shall be provided with a Style Sheet, sample or print illustration. The Contractual Partner shall immediately check the contractual conformity of the Style Sheet, sample or print illustration and confirm it to MULA if it is in conformity with the contract. The confirmation of the Style Sheets or the release of samples and print illustrations by the Contractual Partner shall be deemed to be confirmation and production release by the Contractual Partner with regard to the size and arrangements of illustrations as well as the colour. The declaration of release shall be irrevocable. The risk of any defects shall pass to the Contractual Partner with the production release, insofar as these are not defects which only arose in the subsequent production process. The same applies to all other release declarations of the Contractual Partner.
4.9. As far as the Contractual Partner uses the "MULA-Designservice" offered by MULA, MULA will support the Contractual Partner in four (4) design rounds in the design of the Contractual Products. The first four (4) design rounds are included in the stated price. MULA does not guarantee success.
4.10. Within the scope of the service offered by MULA according to Section 4.8, the Contractual Partner is obliged to cooperate in order to achieve a timely completion of the design. In this context, MULA is entitled to request the Contractual Partner to approve the mock ups and Style Sheets created by MULA.
4.11. In the case of Contractual Partners who place their order as entrepreneurs within the meaning of Section 14 BGB and make use of the design service by MULA according to Section 4.8, the right of termination according to Section 648 BGB is excluded with regard to short-term contracts.
4.12. In case further design services by MULA are required after the four (4) design rounds included in the stated price, cf. Section 4.8, these shall be remunerated at €80.00/hour.
5.1. All information on the dispatch or delivery of a product, including the estimated time of arrival communicated after confirmation of the Style Sheet, are merely anticipated indications. They do not constitute binding or guaranteed shipping or delivery dates unless a binding delivery date has been separately and expressly agreed between the Parties in text form.
5.2. All dates and/or deadlines for handover/delivery always refer to the time of handover of the Contractual Products to the Contractual Partner and/or a receiving person specified by the Contractual Partner upon conclusion of the contract. If the Contractual Partner has chosen a shipment by MULA, these dates and deadlines shall, in deviation therefrom, refer to the time of handover of the Contractual Products to a transport person entrusted with the delivery by MULA in accordance with the following provisions at the place in accordance with the following item 5.3.
5.3. After conclusion of the contract, MULA will deliver the Contractual Products to the address specified by the Contractual Partner when placing the order. The place of fulfillment for the delivery of the Contractual Products shall be, subject to deviating agreements, at the place of storage of the Contractual Products with MULA according to the information in the respective offer or the Contract Confirmation. In case of doubt, the information in the confirmation shall take precedence over those in the offer.
5.4. MULA shall be entitled to make partial deliveries if the partial delivery is usable for the Contractual Partner within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the Contractual Partner does not incur any significant additional expenses or additional costs as a result, unless MULA agrees to bear these costs and the partial delivery is not unreasonable for the Contractual Partner for any other reason. If MULA is in default with the delivery of the outstanding parts and if a reasonable grace period set by the Contractual Partner has expired fruitlessly, the Contractual Partner may only withdraw from the entire Contract if the missing parts cannot be procured otherwise and the delivered parts alone are not of interest to the Contractual Partner.
5.5. Unless otherwise agreed between MULA and the Contractual Partner, the Contractual Products shall be handed over/delivered in the usual packaging.
5.6. If a shipment of the Contractual Products by MULA has been agreed upon conclusion of the contract, MULA shall ship the Contractual Products to the Contractual Partner at its own discretion by a usually suitable means of transport (shipping company, shipping route and shipping method). MULA shall take into account any wishes of the Contractual Partner as far as possible and reasonable. Additional costs caused by special shipping requests of the Contractual Partner shall be borne by the Contractual Partner. If customs duties are incurred when shipping the products to the Contractual Partner, these must be paid by the Contractual Partner.
5.7. The costs for the return of Contractual Products shall be borne by the Contractual Partner, unless the return is due to a defect in the Contractual Product. If a return voucher provided by MULA is used for the return, MULA will charge the Contractual Partner the amount indicated in the platform. This also applies to returns by third parties who have received the Contractual Product on behalf of the Contractual Partner.
The risk of accidental destruction, loss, deterioration or damage of the Contractual Products shall be governed by the relevant statutory provisions. The provision of Section 447 BGB shall apply.
7.1. If the delivery is delayed due to force majeure or duration of such an impediment to performance, MULA informs the Contractual Partner immediately. If the performance becomes impossible or unreasonably difficult for MULA due to an event mentioned in the first sentence of this Section 7.1, MULA shall be entitled to withdraw from the Contract. A possible right of the Contractual Partner to withdraw from the Contract due to the impossibility of performance within the meaning of Sections 275 para. 1, 326 para. 5 BGB remains unaffected.
7.2. If MULA, through no fault of its own and despite all reasonable efforts, is not merely temporarily unable to hand over/deliver the Contractual Products because a supplier does not fulfill its contractual obligations towards MULA, MULA shall be entitled to withdraw from the Contract. This right of withdrawal shall also exist in the case in which MULA has concluded a congruent covering transaction (binding, timely and sufficient order of the goods) with the supplier concerned and is not otherwise responsible for the non-delivery. In such a case, MULA shall immediately inform the Contractual Partner that the Contractual Products are not available. Any consideration already paid by the Contractual Partner shall be repaid without delay.
8.1. All goods delivered by MULA shall remain the property of MULA until full payment has been made and until all other claims have been fulfilled to which MULA is entitled against the Contractual Partner - irrespective of the legal grounds. This shall also apply to future claims and including all balance claims from the current account.
8.2. The Contractual Partner shall guarantee the proper and/or legally prescribed handling and/or storage of the reserved goods. In particular, he shall ensure that the reserved goods are protected against damage, loss, spoilage and/or loss of marketability/usability, for example due to elementary environmental influences (heat, water, fire, etc.) and human intervention. He has to provide the reserved goods and/or the containers/packaging, in which the reserved goods are kept, from handover at his own expense clearly visible with a label, which refers to the reserved goods of MULA, to keep them free from access of third parties and to protect them from impairments by third parties. Furthermore, the Contractual Partner is obliged to record the goods subject to retention of title progressively and to provide MULA with a written up-to-date overview at any time upon MULA's request, which clearly shows the storage location of the goods subject to retention of title. The Contractual Partner has to inform MULA immediately in writing about threatening or effected enforcement measures, seizures, claims from alleged landlord's liens etc. and shall bear any intervention costs incurred by MULA.
8.3. Subject to revocation by MULA, the Contractual Partner shall be entitled to dispose of the reserved goods vis-à-vis third parties within the scope of its ordinary business operations. The Contractual Partner shall not be entitled to pledge the goods subject to retention of title or to assign them by way of security. The Contractual Partner shall ensure in the case of only temporary transfer of the goods subject to retention of title that the third party also always observes the obligations incumbent on the Contractual Partner in relation to MULA. If the Contractual Partner delivers the goods subject to retention of title before payment of the purchase price by the third party, he shall inform the third party - if the third party acts as an entrepreneur in the sense of Section 14 BGB - of the existing retention of title to the goods subject to retention of title. The Contractual Partner shall assign to MULA all payment claims, including bills of exchange and cheques, to which it is entitled against the third party as a result of the disposal of the reserved goods, in order to secure MULA's claims from the business relationship. MULA accepts this assignment and authorises the Contractual Partner to collect these payment claims against the third party. If the Contractual Partner is in default with its payment obligations, MULA shall be entitled to revoke this authorisation for resale and collection of claims at any time. Irrespective of this, MULA is entitled at any time to disclose the assignment of claims to the third party and to demand payment to MULA. In this case, the Contractual Partner shall be obliged to immediately hand over to MULA all documents and provide information necessary for the collection of the claims.
8.4. If the value of the securities granted by the Contractual Partner exceeds the claims to be secured by more than 20%, MULA shall release excess securities at the request of the Contractual Partner or effect their release at MULA's discretion. Should MULA be legally obliged to do so, the claims concerned shall be transferred to a third party in deviation therefrom. MULA shall take into account the legitimate interests of the Contractual Partner when selecting the securities to be released.
8.5. Any processing or transformation of the reserved goods by the Contractual Partner shall always be carried out for MULA. If the reserved goods are processed, inseparably combined or mixed with other items which are not the property of MULA, MULA shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. Furthermore, the provisions of Section 7 shall apply to the new item created by processing. If the Reserved Goods are combined or mixed with an item owned by the Contractual Partner in such a way that the item owned by the Contractual Partner is to be regarded as the main item within the meaning of Section 947 (2) of the BGB, the Contractual Partner and MULA agree already now that the Contractual Partner shall transfer co-ownership of this item to MULA in the aforementioned proportion. MULA accepts this transfer.
9.1. MULA reserves the right to withdraw from the Contract, if
9.1.1. the data for product refinement, even after correction request, do not comply with the specifications made,
9.1.2. the Contractual Partner is in default with the transmission of the data for product refinement despite a reminder
9.1.3. the Contractual Partner is in default with the payment of the purchase price despite a reminder
9.1.4. there is reasonable suspicion that the data for product refinement or the Contractual Products contain prohibited content within the meaning of Section 4.2,
9.1.5. there are reasonable grounds to suspect that the print job is on behalf of a proscribed organisation.
9.2. MULA reserves the right to permanently block the Contractual Partner's account for future orders if there is reasonable suspicion that the data for product refinement or the Contractual Products contain prohibited content within the meaning of Section 4.2 or that the data for product refinement is placed on behalf of a proscribed organisation.
10.1. MULA warrants that the delivered Contractual Products are free from defects and fulfil any properties warranted by MULA. However, such a warranty must be expressly given. The intended use of the Contractual Products within the meaning of Section 434 (1) No. 1 BGB results from the respective offer and/or an express agreement of both parties upon conclusion of the Contract.
10.2. Information in the web shop, in catalogues, price lists and other information material provided to the Contractual Partner by MULA, in particular product descriptions, dimensions, weights and technical data as well as pictorial representations of the Contractual Products are only to be understood as approximate, unless the usability for the contractual use requires an exact match. They serve exclusively to describe the performance and are in no way to be understood as an assurance of properties or as an independent guarantee promise. Particularly in the case of coloured reproductions in all manufacturing processes, minor colour deviations are not a defect (cf. Section 2.8 to 2.10). This also applies to colour deviations to an order that was previously placed with MULA. The same applies to the comparison between other templates (e.g. Style Sheets or samples sent) and the final product. A guarantee in the legal sense shall only exist if MULA has given the guarantee promise in text form and using the term "guarantee" and/or a similar term (e.g. promise).
10.3. Should MULA determine a defect in or a short delivery of the goods produced for the Contractual Partner, the Contractual Partner shall be entitled to a credit note in the amount of the equivalent value of the Contractual Products that cannot be delivered. If a reproduction of the missing Contractual Products is possible instead of a credit note, the Contractual Partner will be informed about this option and timeline of a reproduction of missing Contractual Products.
10.4. MULA excludes the warranty for textiles if the washing and care instructions are not followed.
10.5. The Contractual Partner may not reject a delivery due to insignificant defects.
10.6. Deliveries (also data carriers, transmitted data) by the Contractual Partner or by a third party engaged by him shall not be subject to any duty of inspection on the part of MULA. This shall not apply to data which is obviously not processable or not readable. In the case of data transmissions, the Contractual Partner shall use state-of-the-art protection programs for computer viruses before transmission. The Contractual Partner shall be solely responsible for data backup. MULA is entitled, but not obliged, to make a copy.
10.7. The Contractual Partner shall inspect the Contractual Products immediately after handover to the Contractual Partner and/or the receiving person named by the Contractual Partner when placing the order and, if a defect becomes apparent, notify MULA immediately - no later than five (5) working days after discovery - and in text form. Otherwise, the Contractual Products shall be deemed to have been approved, unless it is a defect which was not recognisable during the inspection. If such a hidden defect shows up later, this defect must be communicated to MULA in text form immediately - at the latest five (5) working days - after discovery, otherwise the goods are considered as approved also in view of this defect. This notification period for defects shall also apply in particular to the notification of defects by the Contractual Partner's Contractual Partners.
10.8. In the event of any notification of defects, MULA has the right to inspect and test the Contractual Products that are the subject of the complaint, for which the Contractual Partner will give MULA the necessary time and opportunity. MULA can demand from the Contractual Partner that he sends the defective Contractual Products back to MULA at his own expense. Acceptance of these costs by MULA presupposes that the Contractual Partner's notice of defects turns out to be justified.
10.9. MULA shall remedy defects subject to warranty at its own discretion by repair or replacement free of charge for the Contractual Partner within a reasonable period of time. The Contractual Partner shall only be entitled to withdraw from the Contract or to claim damages instead of performance if two attempts of subsequent performance on the part of MULA have failed within a reasonable period of time or if MULA has seriously and finally refused a subsequent performance owed.
10.10. Warranty claims are excluded insofar as the Contractual Partner makes significant changes to the Contractual Products and these changes affect the occurrence of the defect.
10.11. Warranty claims based on material defects or defects of title shall become statute-barred within one year. This shall not apply to claims of the Contractual Partner due to a defect which MULA has fraudulently concealed or in the event that MULA has assumed a guarantee for the quality of the item. The regulation of Section 202 para. 1 BGB remains unaffected.
10.12. If warranty rights are asserted, the defective goods must be returned. This does not apply in the case of a reduction.
10.13. Any rights of the Contractual Partner pursuant to Sections 445a, 445b and 478 BGB shall not be limited and/or restricted by the above limitations of the statutory warranty rights.
11.1. MULA is liable for damages and expenses only insofar as these are based on grossly negligent or intentional breach of duty on the part of MULA or one of its legal representatives or vicarious agents. This limitation of liability does not apply to damages,
• which are based on the breach of an obligation, the fulfillment of which enables the proper performance of this Contract in the first place and on the observance of which the Contractual Partner may regularly rely (essential contractual obligations),
• in the event of damage resulting from injury to life, limb or health.
11.2. MULA's liability under the Product Liability Act and the Basic Data Protection Regulation shall remain unaffected by the above limitations of liability.
11.3. In the event of liability, the liability of MULA shall be limited to the amount of the damage foreseeable at the time of conclusion of the transaction and typical for the Contract.
11.4. The Contractual Partner guarantees that the templates (in particular image and text files), contents and materials sent to MULA do not infringe any copyrights, trademark rights or other property rights of third parties, the general right of personality or other rights of third parties.
11.5. The Contractual Partner declares that it is in possession of the copying and reproduction rights of the submitted data.
The commercial customs of the printing industry shall apply (e.g. no obligation to hand over intermediate products such as data, lithos or printing plates that are created for the production of the final product owed), unless otherwise agreed.
13.1. Regulations that deviate from these conditions or from the regulations of a concluded Contract should always be made in writing. This also applies to the cancellation or change of the written form agreed here. The effectiveness of individual contractual agreements remains unaffected.
13.2. Relationships between the contracting parties regulate themselves subject to any mandatory foreign and/or European Legal provisions according to the law of the Federal Republic of Germany under exclusion of the UN sales law (United Nations Convention on Contracts for the International Sale of Goods, CISG).
13.3. Berlin shall be the place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationships between the Contractual Partner and MULA. MULA may also choose to bring legal proceedings at the general place of jurisdiction of the Contractual Partner.
13.4. Should one or more provisions of these GTC be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
13.5. A set-off by the contracting partner against claims of MULA is only permissible with undisputed or legally established claims. The Contractual Partner shall also only be entitled to a right of retention due to undisputed or legally established claims.
Status: MULA GmbH, Berlin, August, 2023