Effective from 3. September 2009 (“Effective Date”)
1.1 The owner and operator of this website [www.tagage.net] (“Site”) is TUOMI S.A. ®, a limited company incorporated and existing under the laws of Luxembourg, with its principal place of business at 7, Fausermillen, 6689 Mertert, Luxembourg, business identity code R.C.S. Luxembourg B112690 (“TUOMI”), and who is the supplier of the services and the seller of the products offered for purchase on this Site. TUOMI ® is the owner of the trademark TagAge®. For the purposes of these General Terms and Conditions of sale (“Sales Terms”), the terms “TagAge ®”, “we”, “us” and “our” shall also refer to TUOMI ®, including its Affiliates (as defined herein). For the purposes hereof, an “Affiliate” shall mean another entity, which is controlled by TUOMI®, which controls TUOMI ® or which is under common control with TUOMI ® , and control shall mean the direct or indirect ownership of fifty percent (50%) or more of the shares or interests entitled to vote for the directors thereof or the equivalent, for so long as such entitlement subsists, or equivalent power over management thereof.
1.2 These Sales Terms shall apply to all orders and sale transactions for NFC/RFID-based products available on this Site (“Products”). These Sales terms shall be applicable to purchases of Products whether you are a business customer or a consumer, i.e. a natural person who acquires, to an essential extent, the Products primarily for his/her own private and domestic use, and which Products are therefore not acquired to be used in business or trade. However, please note that these Sales Terms do not affect consumer rights under applicable mandatory consumer law, which cannot be waived or limited by contract.
1.3 All communication in connection to sales contracts entered into on this Site shall be made electronically. By using this Site you agree that all agreements, notices, disclosures and other communications are made electronically and that they satisfy any legal requirement that such communications be in writing.
1.4 Information contained on this Site or other written materials given to you by TagAge ® is merely an “invitation to treat” and not an offer by TagAge ® to supply any Products.
1.5 Any sales contract made through this Site shall be considered to have been concluded with TUOMI ® and such contract shall be deemed concluded, formed and legally binding between TUOMI ® and you upon TUOMI’s order confirmation of the order submitted by you as described herein.
2. Conditions for Ordering
2.1 In order for you to buy Products using this Site you must provide your name, address, phone number, e-mail address, payment details and other required information. It is your responsibility to provide TagAge ® with accurate and correct information and details as well as to inform TagAge ® if there have been any changes to the information or details provided by you. Since certain of TagAge’s ® services may allow you to change, amend or otherwise to manage your user profile you should access your profile from time to time in order to ensure that any information provided by you is accurate and up-to-date. Minimum order value ist 50 Euros. Only samples are for free.
2.2 On completion of your user registration on this Site, you must choose a username and password for your profile. You are responsible for all actions taken under that username and password and shall only use the Site under your own username and password. You must make every effort to keep your password safe and should not disclose it to anyone. If it is compromised, you must change it. You may not transfer or sell your username to anyone, nor permit, either directly or indirectly, anyone to use your username or password.
2.3 In case you are a natural person willing to purchase Products for your own private and domestic use using this Site, you must be at least eighteen (18) years old, or at least the age of majority in the jurisdiction in which you are a resident or from which you access this Site. If you are under eighteen or otherwise a minor as set out in this article, you may only order and purchase Products using this Site with the consent of a parent or a legal guardian.
2.4 In order for you to be able to order and purchase Products using this Site you shall be the rightful holder of either a valid VISA or MasterCard. You hereby represent and warrant that the credit card you are using is your own and that there are sufficient funds to cover the price for the Products ordered hereunder including any and all costs relating to such purchase. TagAge ® may however separately agree to manufacture and sell the Products purchased by a business customer against invoice. If TagAge ® consents to an invoice arrangement, the invoice shall be sent electronically as an e-invoice in connection with its order confirmation e-mail described in article 3 below and the payment term shall be fourteen (14) days net. However, TagAge ® shall not obliged to deliver any Products ordered hereunder unless the invoice has been paid and payment received by TagAge prior to such delivery. In case payment is delayed, TagAge shall be entitled to charge interest on any overdue amount until payment is made in full. The effective interest rate shall be stated in the e-invoice.
3. Ordering Procedure
3.1 By placing your order through this Site you agree that your order is an offer to buy the Products listed in and as defined in detail in your order under these Sales Terms. By placing your order you also agree that the Products you have ordered may enter the production process. TagAge ® shall separately accept any order placed by you on the Site by sending of an order confirmation. Notwithstanding the aforesaid, TagAge ® may choose not to accept your order for any reason.
3.2 After TagAge ® has received your order it will send you an acknowledgement e-mail including your order number and all the relevant details (e.g. quantity and price) of the Products you have ordered. This acknowledgement e-mail will also contain a link to these Sales Terms. For the avoidance of doubt, the acknowledgement e-mail shall not be deemed to be an acceptance of your order.
3.3 No sales contract will subsist between you and TagAge ® until TagAge ® has sent you an order confirmation e-mail stating that the Products will enter the manufacturing process. This order confirmation e-mail shall be deemed to be an acceptance by TagAge ® of your offer to buy Products from TagAge ® . We recommend you to print out the confirmation e-mail and keep a copy of it.
4. Order Cancellation
4.1 You may cancel your order at any stage before TagAge ® has sent you the order confirmation e-mail stating that the Products will enter the production and manufacturing process by sending your order number to email@example.com. For the avoidance of doubt it is hereby acknowledged and agreed that you may not cancel your order subsequent to receiving aforesaid order confirmation e-mail from TagAge ® , since each Product is manufactured on a made-to-order basis. The same shall apply to Product returns.
4.2 TagAge ® reserves the right to cancel your order at any time before the shipment of the Products you have ordered by sending of cancellation e-mail. In this case, any sum debited to TagAge ® from your credit card in relation to your order will be re-credited to that credit card account or any sum paid against invoice shall be refunded without undue delay from TagAge’s ® cancellation.
5. Product Availability
5.1 TagAge ® does not guarantee that the Products advertised on the Site or otherwise are available. TagAge ® reserves the right, without any liability or prior notice, to discontinue making available or change certain Products or their specifications.
6. Prices, Charges and Payments
6.1 The price to be paid for the Products is the price in force at the time the order is placed by you. The price will also be specified both in the acknowledgement e-mail and the order confirmation e-mail. TagAge ® may change prices quoted on this Site at any time without notice. All prices quoted on the Site, products sold and payments made under these Sales Terms shall be in euros (€).
6.2 The prices on the Site do not include charges for handling and shipping or applicable taxes (e.g. VAT excl.). The charges for handling, shipping, including freight, and any applicable taxes will be added to the prices and shown when you place your order and specified in both the acknowledgement e-mail and the order confirmation e-mail.
6.3 If your delivery address is outside of Luxembourg, your Products may be subject to import duties and taxes, which are levied once the Product shipment reaches your country. Any such additional charges including charges for customs clearance shall be borne by you. Since the customs policies vary widely from country to country, TagAge ® advises you to contact your local customs office for further information. Notwithstanding anything to the contrary contained herein, all bank charges, fees, taxes and costs for debiting any credit card shall be borne by you. Any increase in export and/or import duties, customs charges, taxes on export, import and delivery or similar charges prior to any delivery of Products in question as a result of decisions made by authorities, or if new duties, taxes and charges are introduced, imposed and implemented in respect of the relevant Products or their transportation, the price of the Products shall be revised accordingly.
6.4 While TagAge ® shall strive to ensure that all prices are accurate, errors may occasionally occur. If the correct price is higher than the price indicated in the order confirmation e-mail, TagAge ® will notify you by e-mail of the correct price and give you the possibility to cancel your order by separate notice to TagAge ® within seven (7) days after receiving notice of the correct price. TagAge ® is under no circumstances obligated to deliver Products at a price that is not correct. In case you cancel your order effectively and as set forth above, any sum debited to TagAge ® from your credit card in relation to your order will be re-credited to that credit card account or any sum paid against invoice shall be refunded without undue delay.
6.5 Payment shall be made by VISA or MasterCard. You have to supply your credit card details when you place your order. Your credit card will be charged upon TagAge’s ® acceptance of your offer to buy Products in accordance with the order confirmation e-mail. TagAge ® will not manufacture or deliver the ordered Products until your card issuer has authorized the use of your credit card for payment of the Products. However, TagAge ® may at its own discretion agree to sell the Products to a business customer against invoice as set forth in article 2.4 above. TagAge ® shall not obliged to manufacture or deliver any ordered Products until the invoice has been paid and the payment received by TagAge ® .
7. Product Specifications, Personalization and Quality Requirements
7.1 All Products to be manufactured and delivered by TagAge ® shall be in accordance and compliance with the specifications and/or descriptions made available and listed or set out on the Site. To the extent the Products have been personalized, modified, altered or customized either by you or your request and in connection with the TagAge ® service described on the Site (“Personalization”), and as such Personalization is in compliance with the TagAge ® service description in force, TagAge ® shall be responsible for manufacturing Products in compliance with such Personalization as such are agreed upon in the ordering procedure set forth in article 3 above. For the avoidance of doubt, it is hereby acknowledged and agreed that unless such Personalizations are incorporated in TagAge’s ® acknowledgment and/or order confirmation e-mails, TagAge ® shall have no responsibility of compliance of the Products with any other or further requirements or standards than those generally established by TagAge ® .
7.2 You hereby represent and warrant that any and all material, information, content and data submitted to TagAge ® in connection with your order for Products or your Personalization (“Material”), and which Material and content is required by you to be included in the Products, (a) does not contain any item, data or information that is unlawful or otherwise unfit, at TagAge’s ® discretion, for publication; (b) shall be scanned for and removed of any viruses or other contaminating or destructive features before submitting such Material to TagAge ® ; and (c) is rightfully owned by you or you have an unrestricted right to provide it to us and TagAge ® may publish the Material free of charge and/or incorporate it or concepts described in it in TagAge’s ® products or services without accountability or liability.
Furthermore, you represent and warrant that you shall not take any action or make any claim against TUOMI ® in relation to Material that you submit and you agree to indemnify and hold TUOMI ® harmless against and from any third party claims, demands and actions, including claims base on alleged infringements of third party intellectual property rights, howsoever made against TUOMI ® or any of its Affiliates in relation to the Material you submit and the content thereof.
7.3 TagAge’s ® performance and the manufactured Products shall correspond to and be in compliance with the Products specifications and your Personalization set forth in article 7.1 above. In case the delivered Products deviate considerably from such specifications and/or your Personalization or from what may be expected of the delivery considering standard good manufacturing and trading practices in the graphical field, the Products shall be deemed to be non-conforming. The Products shall, however, not be considered or deemed to be defective, nor shall TagAge’s ® performance be considered faulty, if (a) the deficiency in the Products is due to the quality of the Material provided by you in the TagAge ® service (e.g. resolution properties of the original Material); (b) the physical Product does not correspond to color and other “look and feel” characteristics or features displayed on your screen; (c) the Products contain a slight deviation from any sample or model or its equivalent (if any) for which TagAge ® cannot reasonably be considered responsible due to technical reasons; (d) a maximum of two (2) percent of the Product consignment is defective in regard to printing work and in respect of finishing work or a maximum of two(2) percent of the Products are non-functional due to defective tags incorporated in the Products; or (e) the number of Products delivered deviate from the ordered quantity with less than five (5) percent, when the ordered quantity is 100 ex. or less, or with less than two (2) percent, when the ordered quantity exceeds 100 ex.
8. Product Deliveries and Times of Delivery
8.1 All references to trade terms shall be construed in accordance with Incoterms 2000. The applicable trade term for Product deliveries under these Sales Terms shall be Carriage Paid To (CPT) the delivery destination set forth in TagAge’s ® order confirmation e-mail (INCOTERMS 2000). TagAge ® may, at its option, and on your behalf, obtain transport insurance on any reasonable terms at your risk and expense. Unless otherwise explicitly agreed with you, partial deliveries shall be permitted.
8.2 Risk of damage to or loss of the Products shall pass to you in accordance with the relevant trade term specified under article 8.1 above.
8.3 TagAge ® shall use all reasonable efforts to deliver the Products you have ordered within two (2) weeks from the order confirmation and upon receiving payment of the Products. However, as your Products are personalized for you, your order may be delayed in case e.g. some of the raw materials used in the Products are unavailable or out of stock. Therefore, the delivery date stated in the order confirmation is a delivery estimate date only and given as non-binding. TagAge ® does not assume liability for the delivery of the Products on such delivery estimate date. In case your order has to be re-scheduled, TagAge will contact you by e-mail in order to inform a new delivery date for the Products.
8.4 In case the Products cannot be handed over to you at their destination for any reason caused by your failure to accept delivery or any other omission or non-performance by you in respect of the delivery, then, without prejudice to any other rights or remedies available to TagAge, TagAge ® is entitled to arrange for the storage of the Products at your risk and cost.
9. Inspections and Product Returns
9.1 Upon receipt of the Products you shall, without undue delay, diligently examine and inspect the received Products as to their quality and quantity. Unless you notify TagAge ® by e-mail at firstname.lastname@example.org to the contrary within a period of ten (10) days from the receipt thereof and provide TagAge ® with a reasonably detailed statement of the claimed defect or non-conformity including proof of date of purchase, the Products shall be deemed to have been duly received in the agreed quantity and without apparent damage. For valid rejections of Products as set forth hereinabove or warranty claims under article 10 below, TagAge ® will bear the cost of carriage for returned and/or replacement Products.
9.2 As the Products you have purchased from TagAge ® have been made to your specification, and therefore been clearly personalized, you may not return for any reason whatsoever conforming Products and claim a refund. No returns shall be accepted without TagAge’s ® prior written authorization.
10.1 TagAge ® represents and warrants that the Products manufactured and delivered will at the time of delivery and for a period of six (6) months thereafter (“Warranty Period”) conform to specifications and comply with the requirements of the Products and be free from defects in material and workmanship in accordance with and to the extent referred to in article 7 above (“Warranty”).
10.2 Notwithstanding article 10.1 bove, TagAge shall not in any case be liable for defects in, deficiencies of or other characteristics of the Products, which arise out of or is a consequence of the Materialsand/or specifications submitted by or a design stipulated or specified by or on behalf of you. Although TagAge ® may provide technical or applications advice, quality characterization, reliability data or other services on this Site, you acknowledge and agree that providing these services does not expand TagAge’s ® Warranty or otherwise alter TagAge’s liability and no additional obligations or liabilities will arise from TagAge ® providing such services.
10.3 TagAge’s ® obligations under the Warranty set forth above shall not apply to defects, deficiencies or non-functioning of any Product, which is caused by or attributable to improper transportation, storage, handling, installation, application, assembly, usage, maintenance or integration into any other product or material, or which has been subjected to any other misuse, abnormal physical conditions or electrical stress, abuse, negligence, mishandling, modification or alteration.
10.4 Any claim for defect or non-conformity to meet the Warranty shall be made by you as soon as such defect or non-conformity is discovered, but at the latest within the Warranty Period indicated in article 9.1 above, and if the Products fail to meet the Warranty and you return such Products in accordance with article 9, TagAge ® shall deliver replacement Products fully complying with the Warranty within a reasonable period of time, unless you elect to retain such Products, in which case you will be entitled to a reduction in price as separately agreed between the parties. If you believe that you are entitled to replacement Products under TagAge ® Warranty set forth above, please contact us at email@example.com.
10.5 EXCEPT AS PROVIDED IN ARTICLE 10.1 ABOVE (SUBJECT HOWEVER TO THE RESTRICTIONS CONTAINED IN ARTICLE 10.2 AND 10.3 HERETO), NO OTHER WARRANTY, WHETHER EXPRESS, ARISING BY OPERATION OF LAW, TRADE USAGE OR OTHERWISE IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INTEGRATION OR NON-INFRINGEMENT, WITH RESPECT TO THE PRODUCTS SHALL NEITHER EXIST NOR BE GIVEN HEREUNDER BY TAGAGE ® . ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY WAIVED DISCLAIMED BY TAGAGE ® /TUOMI ® AND WAIVED BY YOU. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THOSE EXPRESSLY GIVEN HEREIN.
11. Force Majeure
11.1 TagAge ® shall not be liable for any delay in delivery or failure to perform to the extent that such delay or failure to perform is due, whether directly or indirectly, to causes beyond TagAge’s reasonable control, including but not limited to acts of God, war (declared or undeclared), flood, fire, sabotage, storms, epidemics, labour disputes, strikes, lock-outs, riots, revolutions, acts of terror, civil commotion, malicious damage, explosion, governmental actions and non-actions, governmental priorities, port congestion, production or equipment damage, power supply or network outage, disturbance in data communications or inability due to causes beyond TagAge’s ® reasonable control to obtain either necessary and proper labour, raw materials, components, facilities, energy, fuel, transportation or governmental authorizations, or instructions, material or information required from you or parties acting on behalf of you, or any other similar events or delays or failures to perform, including also delays or failures to perform by sub-contractors due to causes referred to in this article.
11.2 In the event of any delay or failure excused by this article 11, TagAge ® shall as soon as practicable notify you and at the same time or at the earliest possible date thereafter specify the revised delivery date for any Products ordered. The time of delivery shall always be extended by a period equal to the time lost by TagAge ® by reason of force majeure.
12. Reviews, Feedback and Ratings
12.1 You acknowledge and agree that any review, feedback or rating, which you leave on the Site in connection to an order made for Products and sales transaction you have entered into with TagAge ® may be published and displayed for as long as TagAge ® considers appropriate and that the content may be syndicated and otherwise transferred to other websites and publications.
12.2 You hereby agree to indemnify and hold TagAge ® harmless against any claim or action brought by third parties, arising out of or in connection with any reviews, feedback or ratings posted by you on the Site, including the violation of their privacy or intellectual property rights.
12.3 You hereby grant TagAge ® and its Affiliates a non-exclusive, royalty-free worldwide license to use or edit any reviews, feedbacks or ratings posted by you on the Site. TagAge ® reserves the right to publish, display, use, edit or remove any reviews, feedbacks or ratings without further notice.
13. Limitation of Liability
13.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE SALES TERMS OR IN THE ORDER CONFIRMATION OF PRODUCTS HEREUNDER (A) IN NO EVENT SHALL TUOMI BE LIABLE WHETHER IN CONTRACT, TORT OR OTHERWISE FOR ANY ECONOMIC LOSS (INCLUDING WITHOUT LIMITATION LOSS OF INCOME, LOSS OF PROFITS OR REVENUES, LOSS OF CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS), LOSS OF DATA, LOSS OF GOODWILL OR REPUTATION, DAMAGE CAUSED BY THE PRODUCTS, OR CLAIMS OF YOUR CUSTOMERS, OR FOR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING, (B) THE TOTAL LIABILITY OF TUOMI FOR ANY AND ALL CLAIMS SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE ALLOCABLE TO THE PRODUCTS, WHICH GIVE RISE TO THE CLAIM, AND (C) ANY SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD.
13.2 The provisions of this article 13 “Limitation of Liability” shall apply to the full extent permitted by law and regardless of fault. However, nothing in these Sales Terms shall operate or be construed to operate so as to exclude or restrict TUOMI’s liability for death or personal injury or for damage caused by willful misconduct or gross negligence.
14. Intellectual Property Right Infringements
14.1 Subject to the limitations and exclusions contained elsewhere in these Sales Terms and as set forth below, TagAge ® shall indemnify and hold you harmless from and against losses, liabilities and damage incurred by you arising out of claims made by a third party that the Products infringes any patent or other intellectual property rights belonging to such third party.
14.2 TagAge’s ® indemnification obligation set forth in article 14.1 above shall only apply provided that (a) you immediately cease any use of the Products claimed to be infringing, (b) immediately inform TagAge ® of any claim made or proceedings commenced for such infringement, (c) TagAge ® shall at its sole option have the right to assume exclusive control over any claim, including the right to settle such claim at its sole discretion, and (d) you shall fully co-operate with TagAge ® , without remuneration, in the defense of or negotiations relating to such claim.
14.3 Notwithstanding anything to the contrary contained herein, TagAge’s ® indemnification obligation shall not apply in case the claim of infringement (a) is based on or arises from any modification or alteration of, or addition to the Product, or the incorporation thereof into some other product, (b) is based on your Personalization or Material included in the Product, or (c) is made after a period of three (3) years from the date of delivery of the Product.
14.4 TagAge’s ® liability under this article 14 shall be limited as set forth in article 13 above.
15.1 These Sales Terms shall also apply to gift vouchers, which have been purchased from TagAge ® on the Site, or any discount vouchers granted by TagAge ® , and which have a claim code with a combination of letters and numbers (“Voucher”).
15.2 Vouchers can be redeemed on the Site on any purchase of Products made in euros. One or more Vouchers can be redeemed against an order for Products.
15.3 If the value of your order of Products exceeds the value of the Voucher you must pay the balance with your credit card or against separate invoice.
15.4 If the full amount of the Voucher is not redeemed ‘change’ will be given by way of a new Voucher (where applicable). These new Vouchers are also subject to these Sales Terms
15.5 Vouchers cannot be used to buy further Vouchers.
15.6 Vouchers and new Vouchers given as ‘change’ expires one (1) year from the date of issue of the original Voucher.
15.7 Vouchers have a cash redemption value of 0.001 cents and are not transferable or assignable.
16.2 Furthermore, you agree to comply with all applicable laws, regulations and authority orders concerning the export, re-export, transfer and resale of Products. You agree not to export any Products to any country in contravention of any of the applicable laws, regulations or authority orders or without all necessary licenses and approvals. You represent and warrant that you are not located in, a national or resident of, or under the control of any country to which export of the Products is prohibited by any applicable laws, regulations or orders.
16.3 These Sales Terms are valid as of Effective Date, i.e. as from the first date written above. TagAge ® may change or amend these Sales Terms from time to time at its own discretion. The changed or amended Sales Terms shall become effective with immediate effect and apply to orders of Products placed on or after such effective date. Please note that you are responsible for reading the Sales Terms in force at the time you place each order.
16.4 These Sales Terms together with TagAge’s ® order confirmation shall supersede any and all other conditions, understandings, commitments, agreements or representations relating to your order or purchase, whether oral or in writing, and shall constitute the entire agreement between TagAge ® and you concerning the subject matter hereof.
16.5 TagAge ® shall be entitled to use subcontractors in its performance hereunder or in connection with the manufacturing of the Products. TagAge ® shall remain liable for the performance of its subcontractors.
16.6 If any provision of these Sales Terms shall be held by any competent authority to be invalid, illegal or unenforceable, in whole or in part, that provision or part of provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining parts of these Sales Terms and the remainder of the affected provision shall be totally unaffected.
16.7 These Sales Terms as well as all orders for Products made hereunder, including TagAge’s ® order confirmation shall be subject to, governed by and construed in accordance with the laws of Luxembourg, excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to the sale and purchase of Products hereunder and which dispute TagAge ® and you are unable to resolve through mutual negotiations, shall be finally settled in arbitration by a single arbitrator in accordance with the Arbitration Rules of the Central Chamber of Commerce of Luxembourg. The Arbitration proceedings shall be conducted in the city of Luxembourg, Luxembourg. Notwithstanding the aforesaid, any dispute regarding payments due to TagAge ® or any action required for the protection or enforcement of TagAge’s ® intellectual property rights, confidential information or trade secrets may be brought before any court of competent jurisdiction by TagAge ® .
If you have any questions relating to the purchase of Products from TagAge ® at this Site you can contact our customer service at firstname.lastname@example.org .