Terms & Conditions
1. Legal agreement
2. Purchase of Products
3. Costs, shipping and GST
4. Payment
5. Delivery Conditions and Partial Delivery Provisions
6. Ownership of products
7. Supply and returns of samples
8. Quality and warranty
9. Limitation of Liability
10. IP Rights
11. Rights to display and use logo and labelling
12. General Clauses
1.1. These General Terms and Conditions apply to all orders placed by Consumers or Business Entities (§ 13 BGB (German Civil Code) and § 14 BGB respectively), both of which are referred to hereinafter as “Customer”, with
owayo GmbH Landshuter Straße 6 in 93047 Regensburg (Commercial Register: Local Court of
Regensburg HRB 8270)
Executive board: Francisco Gennes, Paul Marek, Bastian Schindler
Telephone: +49 (941) 890 5500
E-Mail: [email protected]
hereinafter referred to as “owayo”.
1.2. A Consumer (§ 13 BGB) is defined as any natural person, who enters into a contract for purposes that cannot be attributed to his or her commercial, trade, business, professional, or freelance professional activity.
1.3. A 'Business Entity' (§ 14 BGB) is any natural person or legal entity, or company with legal personality, which carries out commercial or freelance professional activities on entering into a legal transaction or contract.
1.4. All entities, whether Consumers or Business Entities, will be considered Customers in the context of these General Terms and Conditions.
1.5. All deliveries from owayo to the Customer are carried out based exclusively on these General Terms and Conditions given below.
1.6 The Customer's business or purchase terms are herewith expressly rejected.
The owayo website contains information about our products, how to order and other relevant issues. However the actual legal terms and conditions which apply to any order and to any agreement entered into between you and us is limited to the terms of business set out in this document, in conjunction with your order and our written acceptance (for further information about this see clause 12.1 below). For clarification, the steps required before there is a legally binding contract for us to supply a product ordered by you are set out below and no legal obligation is created between you and us until the steps set out in clause 2 below are fulfilled.
2. Purchase of Products
Purchase of Stock Items
2.1. “Stock Items” are standard or ‘off-the-shelf’ products that are produced and supplied by owayo without any changes being made to meet the individual or specific requirements of the Customer.
2.2. By using the owayo website to order Stock Items, the Customer submits an offer to purchase the products ordered at the price stated on the website by clicking the button “Order with obligation to pay”. An order cannot be withdrawn after that button is clicked so please take care in completing the order. Until such time as the button is clicked, you can make changes or withdraw from the process.
2.3. owayo will send by email an acknowledgement of receipt of an order for Stock Products submitted by you as soon as possible after receipt. If you do not receive such an acknowledgement within 2 business days please contact us again.
2.4. The order submitted by the Customer in accordance with clause 2.2 above is accepted, thereby constituting a binding contract, when owayo notifies you by email that it accepts your order or when the products ordered have been supplied, whichever is the earlier.
Purchase of Custom Products
2.5. “Custom Products” are products which a Customer has ordered which need to be custom-made to meet the particular requirements of the Customer (such as the specific design, wording, colour, use of logos, etc). Custom Products do not include Stock Items.
2.6. After receipt of an order for a Custom Product, owayo will send by email an acknowledgement of receipt of the order. If you do not receive such an acknowledgement within 2 business days, please contact us again.
2.7. As soon as practical after receiving an order, we will send to you a Control Design and Cost Estimate. “Control Design” means a design prepared by us based on your specifications set out in your original order, unless a variation of the specifications has been sent by the Customer to us and we have acknowledged receipt of the variation by email. “Cost Estimate” means an estimate of the price and anticipated delivery arrangements provided by owayo.
2.8. If any changes are required by you to the Control Design or Cost Estimate, you must notify us by email.
2.9. When the Control Design and Cost Estimate are acceptable to you, please confirm this by email to owayo. Any delay in such confirmation may result in a delay in the supply of the product.
2.10. After receipt by us of your confirmation of acceptance, owayo may confirm by email (called an “Order Acceptance Email”) that it can supply the products in accordance with the original or amended Control Design and Cost Estimate. A binding a binding contract to sell and purchase the Products ordered is constituted upon transmission of the Order Acceptance Email or supply of the Products ordered or paying in advance for the order's value in full, whichever is the earlier.
Please note: Acknowledgement of receipt of an order will either Stock Items or Custom Products does not constitute acceptance of the order.
3. Costs, shipping and GST
3.1. Prices quoted by owayo will state whether the quotation includes or excludes Goods and Services Tax (“GST”) payable to the Australian Taxation Office. Please note that we reserve the right to amend the quotation before we accept an order (for example, an increase in our costs such as an unexpected increase in GST may need to be added to the price quoted).
3.2. Shipping of the products will be shown as a separate item on the quotation and also on the invoice. For your information, the shipping component of the total cost depends partly on the quantity of products to be supplied and partly on the address to which the products will be shipped.
4. Payment
Payment must be made credit card. Until such time as the credit card issuer has authorised payment of the total amount by credit card there is no obligation on owayo to produce or supply any of the products ordered.
5. Delivery Conditions and Partial Delivery Provisions
5.1. An estimate of the likely time for delivery will be provided by us in the Cost Estimate. For your information, in the case of Stock Items, delivery will usually occur within 3 to 8 working days from the date of the Order Confirmation Email; in the case of Custom Products, delivery can vary from 2 weeks to 8 weeks after the date of the Order Confirmation Email depending upon various factors including the delivery address and the time of year. Please note that delivery may be delayed further if there is any delay in receipt of payment.
5.2. If all the products ordered are not available for shipping at the time when dispatch of those products would normally be expected, we are happy to make a partial delivery if a reasonable quantity of products is available at our own expense.
6. Ownership of products
6.1. Title (i.e. ownership) to any products manufactured to fulfil your order is retained by owayo until payment is received by us in cleared funds or completion of manufacture, whichever is the later. When title or ownership is transferred to you, the risk is also transferred to you. Notwithstanding this, it is our policy to insure products which we supply until such time as the products are actually delivered to you. Subject to receipt by us of payment by the insurance company for any loss or damage to those products before they are delivered to the delivery address, we will replace any lost prior to delivery or repair any products damaged prior to delivery at our expense.
6.2. In the event that any products are delivered to the delivery address prior to the receipt of payment, notwithstanding the provisions of clause 6.1, the risk will pass to you at the time of delivery.
7. Supply and return of samples
7.1. We are happy to provide samples to demonstrate the quality of our products and assist in your decision-making. Any sample provided remains the property of owayo (i.e. we retain ownership) and it must be returned to us at your expense upon request or by the date stated on the documentation which accompanies delivery of the sample, whichever is the earlier. Please note that you are responsible for any damage or loss of a sample provided by us.
7.2. It is expensive for us to produce samples, partly because a minimum number need to be produced to make it viable. Therefore, if samples are not returned in accordance with clause 7.1, you are legally liable to pay us a fee equal to the current price charged by us for 10 units of the particular sample which is not returned.
7.3. owayo retains the copyright and right of ownership to all material and documents prepared or produced by it relating to your order including, by way of example, all illustrations, drawings, designs and calculations (collectively referred to as “Documentation”) whether copies are provided to you or not and whether or not any Documentation is specified as confidential. This means that you cannot use our Documentation, or any part thereof, or any designs made by us without our explicit written consent. Without limiting the generality of the foregoing, this means that you cannot use any of our Documentation, or designs based on it, to get a product produced by another manufacturer or supplier. This also means that you cannot provide copies of any such documentation to any third parties without our prior written consent.
8. Quality and warranty
8.1. owayo takes pride in the quality of its materials and workmanship but it is important to understand that variations are unavoidable in relation to the manufacture of the products we supply (e.g. there can be minor variations in things such as colour, material, quality, weight etc). Without limiting the generality of the foregoing, it is quite common for variations in tonal values when printing on textiles.
8.2. owayo will always use its best efforts to reproduce as closely as possible the quality of a sample including a colour selected by a customer from the website, catalogue or brochure, and will always attempt to minimise variations, but we cannot accept responsibility for minor variations between the sample and the product, or between one product and another. In this regard, please understand that the colour which you see on a monitor depends partly on the settings of that monitor so in some situations a variation between the colour you see on a monitor and the actual colour may appear more than minor but, as you will understand, owayo cannot accept any responsibility for this.
8.3. Notwithstanding the unavoidability of minor variations, it is our policy to do our best to ensure that every customer is happy and accordingly, if you are not happy with any of the products which we supply, please let us know. In this regard, owayo will always honour every warranty which applies to a product whether express or implied. It is a strict condition of making a warranty claim that you notify us by email immediately that you become aware of any problem and provide details, including a photograph if requested, of the problem which you believe justifies a warranty claim.
8.4. All control designs and colour proofs must be checked very carefully by you prior to providing your approval for owayo to proceed with production. owayo will produce the products based on the control designs and colour proofs approved by you and is deemed to have complied with the terms of your order if the products supplied are, subject to minor variations, the same as the approved control designs and colour proofs.
9. Limitation of Liability
If owayo fails to supply products in accordance with the approved control designs and colour proofs or if we have otherwise breached a warranty, we will replace the defective products with new products but we are not responsible for any indirect or consequential damages.
10. IP Rights
10.1. For the purpose of this clause 10, “IP Rights” refers to rights to such things as logos, motifs, trademarks, designs and any other intellectual property rights relating to material or information provided by you for use or inclusion by owayo in a product or products ordered by you.
10.2. You warrant that you are the owner of all IP Rights and that the use by owayo of any material or information provided by you in the design and production of a product or products ordered by you will not breach the intellectual property or other rights of any third party.
10.3. If clause 10.2 is breached by you, you agree to indemnify and keep indemnified owayo from any and all Claims made against owayo in relation to or arising out of any such breach
10.4. owayo reserves the right in its absolute discretion to decline to produce any product which contains a contribution or request made by you which may constitute a breach of privacy, an infringement of the rights of any third party or which is undesirable in one of more other ways such as, by way of example and not limitation, that it may contain pornographic material, constitute propaganda or incite any form of unlawful action. Declining to produce a product in such circumstances does not constitute a breach of the agreement by owayo.
10.5. An order placed on behalf of any form of association, including (by way of example and not limitation) a team or club, must comply with laws or regulations which regulate the association and any rules or guidelines issued by the association. We cannot accept any responsibility for products produced by us which do not comply with any such laws, rules, regulations or guidelines.
11. Rights to display and use logo and labelling
11.1. Products supplied by owayo will include owayo logos, labels and text. For example:
– one or more externally visible owayo logo(s) and/or text
– one or more externally sewn on and visible owayo labels containing a logo and/or text
– one or more internally sewn-in labels with the owayo logo and/or lettering
– one sewn-in washing label with the owayo logo and/or text
In addition to the above, owayo reserves the right to brand any materials or textiles (e.g. rubber or zip fasteners) with its own logo and/or text.
11.2. owayo has the right to use any product which you have ordered for promotional purposes. Without limiting the generality of the foregoing, owayo has the right to display any such product on the website of any company in the owayo group of companies, in online or printed catalogues, advertisements, exhibitions and anywhere owayo carries out promotional activities.
11.3. owayo reserves the right to use your name and any comments made by you, or one of your employees, about our products in promotional activities but will respect your wishes if you request us by email to refrain from doing so.
11.4. Any products produced pursuant to an order submitted by you which are not actually supplied to you for any reason may be used by us for promotional or other activities.
12. General Clauses
12.1. Entire Agreement
These terms in conjunction with your order and our acceptance constitute the whole agreement between you and us. This means that you are entering into this agreement without reliance on any statement, representation or claim which may have been made by or on behalf of owayo which is not set out in these terms, our website, a brochure or advertisement published by us, your order or our acceptance of your order. If you are relying on any such statement, representation or claim, it is an essential condition of the agreement between us that you must have disclosed what you are relying upon in writing prior to our acceptance of your order.
12.2. Force Majeure
Neither party shall be liable for any loss or damage if its failure to perform in accordance with the terms of our agreement results from any event or circumstance beyond its reasonable control, including, without limitation, any natural disaster, fire, flood, earthquake, or other Act of God; strike or other industrial dispute; war or rebellion; or compliance with any law, regulation, or order (whether valid or invalid) of any governmental body which comes into effect after the date of acceptance of your order. In order to rely upon any such event, the party wishing to rely upon it shall, as soon as possible after the event, notify the other party in writing and advise the consequences of the event (such as the likely length of any delay).
12.3. Hacked information
You agree not to hold us responsible if any information about you is obtained by a third-party (e.g. by a hacker) without authorisation from information submitted by you via our website or by email whether that information is obtained directly from the electronic communication or from information subsequently stored by us.
12.4. Interpretation and definitions
In this Agreement, unless the context otherwise requires:
“You”, “your” or “customer” means the company or association named on the order submitted to us; “owayo”, “our”, “we” or “us” means owayo Pty Ltd ACN 615578946 of Regus, 20 Martin Place, Level 10, Sydney, NSW 2000; “terms” means the terms and conditions set out herein; headings and bold emphasis are for convenience only and do not affect the interpretation of these terms
12.5. Law and Jurisdiction
This Agreement is governed by the law in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.
12.6. Time
Time estimates are provided as guidelines and do not constitute an essential term of the agreement between you and us.