General Terms and Conditions

1. Scope

These General Terms and Conditions apply to all contracts, deliveries and other services between Franotech OÜ ("Franotech", "we") and its business customers (entrepreneurs within the meaning of § 14 of the German Civil Code or comparable provisions in other EU states). We do not enter into contracts with consumers. Deviating terms of the customer are not recognised unless we expressly agree to them in writing.

2. Request, quote and conclusion of contract

1. The presentation of products on our website does not constitute a binding offer. Requests submitted via the request function, by email or by phone are non-binding.
2. Our quotes are subject to change and non-binding unless expressly designated as binding.
3. A contract is only concluded by our written order confirmation (including by email) or by execution of the delivery.

3. Prices and payment terms

1. All prices are net, plus the applicable statutory VAT and shipping costs. For intra-Community supplies to businesses with a valid VAT ID, the reverse-charge procedure may apply.
2. Prices shown on the website are non-binding list prices. The price in the quote or order confirmation is decisive.
3. Unless otherwise agreed, payments are due within 14 days of invoicing without deduction. Purchase on invoice may be subject to a prior check.
4. In the event of late payment we are entitled to charge default interest at the statutory rate.

4. Delivery and transfer of risk

1. Delivery dates and periods are only binding if agreed in writing. For personalised goods, delivery periods begin with the customer's print approval.
2. The risk of accidental loss and accidental deterioration passes to the customer upon handover to the carrier.
3. Partial deliveries are permitted where reasonable for the customer.

5. Personalised products (logo printing)

1. The customer provides the print data and warrants that it is entitled to use the logos, trademarks, images and texts supplied and that no third-party rights are infringed. The customer indemnifies us against third-party claims arising from any such infringement.
2. Before production the customer receives a digital print proof. Upon approval the design is deemed accepted; we are not liable for errors approved by the customer.
3. Minor, technically unavoidable deviations in colour, position and size of the print compared with the proof or screen display do not constitute a defect.
4. Personalised products are excluded from exchange and return.

6. Retention of title

• Delivered goods remain our property until all claims arising from the business relationship have been paid in full.
• The customer may resell or process goods subject to retention of title in the ordinary course of business. In that case the retention of title extends to the products created by processing, mixing or combining at their full value; we are deemed the manufacturer. If third-party ownership rights remain, we acquire co-ownership in proportion to the invoice values.
• The customer hereby assigns to us, as security for all claims, the receivables arising from resale. We accept this assignment. The customer is authorised to collect these receivables until revoked; we will only revoke this authorisation in the event of a security case.
• Goods subject to retention of title may not be pledged or transferred as security before full payment. The customer must notify us in writing without delay of any third-party access. Insofar as the third party cannot reimburse us for the judicial and extrajudicial costs of an action, the customer is liable for the loss incurred.
• In the event of conduct contrary to the contract, in particular late payment, we are entitled to withdraw from the contract in accordance with the statutory provisions and demand the return of the goods.

7. Warranty and liability

1. Statutory warranty rights apply. The customer must inspect the goods immediately upon receipt and notify us in writing of any apparent defects without delay, at the latest within 7 days.
2. Claims for damages, on whatever legal grounds, are excluded unless they are based on intent or gross negligence, on injury to life, body or health, or on the breach of essential contractual obligations; in the latter case liability is limited to the foreseeable damage typical for the contract.
3. Statements on the shelf life of first-aid material refer to the expiry date of the sterile components when stored properly.

8. Data protection

Personal data is processed in accordance with applicable data protection law. Further information can be found in our privacy policy.

9. Final provisions

The law of the Republic of Estonia applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Tallinn. We are also entitled to sue at the customer's registered office. Should individual provisions of these terms be or become invalid, the validity of the remaining provisions remains unaffected.

Alternative dispute resolution

We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

In case of doubt the German version of these terms prevails.