Table of contents
Scope
Conclusion of contract
Right of withdrawal
Prices and payment terms
Delivery and shipping conditions
Retention of title
Liability for defects (warranty)
Liability
Special conditions for the processing of goods according to specific customer specifications
Redemption of promotional vouchers
Redemption of gift vouchers
Applicable law
Place of jurisdiction
Alternative dispute resolution
1) Scope
1.1 These General Terms and Conditions (hereinafter “GTC”) of Felicia Capital Limited (hereinafter “Seller”) apply to all contracts for the delivery of goods concluded between a consumer or entrepreneur (hereinafter “Customer”) and the Seller regarding the goods presented by the Seller in his online shop. The inclusion of the Customer’s own terms and conditions is hereby excluded, unless otherwise agreed.
1.2 These Terms and Conditions shall apply accordingly to contracts for the delivery of vouchers, unless otherwise agreed.
1.3 A consumer within the meaning of these General Terms and Conditions is any natural person who concludes a legal transaction for purposes that can predominantly neither be attributed to their commercial nor their independent professional activity.
1.4 An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity.
2) Conclusion of contract
2.1 The product descriptions contained in the Seller’s online shop do not constitute binding offers on the part of the Seller, but serve to submit a binding offer by the Customer.
2.2 The customer can submit an offer via the online order form integrated into the seller’s online shop. After placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the customer submits a legally binding contractual offer for the goods contained in the shopping cart by clicking the button that completes the ordering process. Furthermore, the customer can also submit the offer to the seller by email or via the online contact form.
2.3 The Seller may accept the Customer’s offer within five days,
• by sending the customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the customer is decisive, or
• by delivering the ordered goods to the customer, whereby the receipt of the goods by the customer is decisive, or
• by requesting payment from the customer after placing his order.
If several of the aforementioned alternatives exist, the contract is concluded at the time one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends on the expiry of the fifth day following the dispatch of the offer. If the seller does not accept the customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the customer is no longer bound by their declaration of intent.
2.4 When submitting an offer via the Seller’s online order form, the contract text will be saved by the Seller after the contract has been concluded and sent to the Customer in text form (e.g., by email, fax, or letter) after the order has been sent. The Seller will not make the contract text available beyond this time. If the Customer has created a user account in the Seller’s online shop before submitting their order, the order data will be archived on the Seller’s website and can be accessed free of charge by the Customer via their password-protected user account by entering the corresponding login data.
2.5 Before submitting a binding order via the Seller’s online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better detection of input errors can be the browser’s zoom function, which enlarges the display on the screen. During the electronic ordering process, the Customer can correct their entries using the usual keyboard and mouse functions until they click the button that completes the order process.
2.6 Order processing and contact are generally carried out via email and automated order processing. The customer must ensure that the email address provided for order processing is correct, so that emails sent by the seller can be received at this address. In particular, when using spam filters, the customer must ensure that all emails sent by the seller or third parties commissioned by the seller to process the order can be delivered.
3) Right of withdrawal
3.1 Consumers generally have a right of withdrawal.
3.2 Further information on the right of withdrawal can be found in the seller’s cancellation policy.
4) Prices and payment terms
4.1 Unless otherwise stated in the Seller’s product description, the prices quoted are total prices, including statutory VAT. Any additional delivery and shipping costs will be stated separately in the respective product description.
4.2 The payment option(s) will be communicated to the customer in the seller’s online shop. Seller remains responsible for general customer inquiries, e.g. B. about the goods, delivery time, shipping, returns, complaints, declarations of revocation and sending or credit notes.
4.3 If the “Instant Transfer” payment method is selected, payment processing will be carried out by Flutterwave.
5) Delivery and shipping conditions
5.1 If the Seller offers to ship the goods, delivery will be made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. The delivery address specified by the Seller during order processing shall be decisive for the processing of the transaction.
5.2 If delivery of the goods fails for reasons for which the customer is responsible, the customer shall bear the reasonable costs incurred by the seller as a result. This does not apply to the shipping costs if the customer effectively exercises their right of withdrawal. If the customer effectively exercises their right of withdrawal, the provisions in the seller’s cancellation policy apply to the return shipping costs.
5.3 If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the sold goods shall pass to the customer as soon as the seller has delivered the item to the freight forwarder, carrier or other person or institution designated to carry out the shipment. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the sold goods shall generally only pass to the customer upon handover of the goods to the customer or a person authorized to receive them. Notwithstanding the foregoing, the risk of accidental loss and accidental deterioration of the sold goods shall pass to the customer, even in the case of consumers, as soon as the seller has delivered the item to the freight forwarder, carrier or other person or institution designated to carry out the shipment, provided that the customer has commissioned the freight forwarder, carrier or other person or institution designated to carry out the shipment and the seller has not previously named this person or institution to the customer.
5.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper delivery. This only applies if the non-delivery is not the Seller’s responsibility and the Seller has entered into a specific hedging transaction with the supplier with due diligence. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed immediately and the consideration will be refunded immediately.
5.5 Self-collection is not possible for logistical reasons.
5.6 Vouchers are provided to the customer as follows:
by email
6) Retention of title
6.1 The Seller reserves title to the delivered goods until full payment of the purchase price owed by the Consumer.
6.2 The Seller reserves title to the delivered goods until all claims arising from an ongoing business relationship have been settled in full.
6.3 If the customer acts as an entrepreneur, the following applies:
In the event of processing of the delivered goods, the seller is deemed the manufacturer and acquires ownership of the newly created goods. If the processing takes place together with other materials, the seller acquires ownership in the ratio of the invoice value of its goods to that of the other materials. If, in the event of the seller’s goods being combined or mixed with a customer’s item, the latter is deemed to be the main item, co-ownership of the item passes to the seller in the ratio of the invoice value of the seller’s goods to the invoice value, or in the absence of such, to the market value of the main item. In these cases, the customer is deemed the custodian.
The customer may neither pledge nor assign as security items subject to retention of title or retention of title. The customer is only authorized to resell the reserved goods in the ordinary course of business. The customer assigns all resulting claims against third parties to the seller in advance, in the amount of the respective invoice value (including sales tax). This assignment applies regardless of whether the reserved goods were resold without or after processing. The customer remains authorized to collect the claims even after the assignment. The seller’s authority to collect the claims itself remains unaffected. However, the seller will not collect the claims as long as the customer fulfills its payment obligations to the seller, does not default on payment, and no application for the opening of insolvency proceedings has been filed.
The customer must immediately notify the seller of any access to the goods owned or co-owned by the seller, or to the assigned claims. The customer must immediately remit to the seller any amounts assigned to the seller and collected by the customer, to the extent the seller’s claim is due.
If the value of the Seller’s security rights exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding portion of the security rights at the Customer’s request.
7) Liability for defects (warranty)
Unless otherwise stipulated in the following provisions, the statutory liability for defects applies. The following applies to contracts for the delivery of goods:
7.1 If the customer acts as an entrepreneur,
• the seller has the choice of the type of subsequent performance;
• For new goods, the limitation period for warranty claims is one year from delivery of the goods;
• For used goods, warranty claims are excluded;
• The limitation period does not begin again if a replacement delivery is made within the scope of liability for defects.
7.2 The limitations of liability and shortening of deadlines set out above do not apply
• for claims for damages and reimbursement of expenses by the customer,
• in the event that the seller has fraudulently concealed the defect,
• for goods which have been used for a building in accordance with their usual purpose and which have caused its defectiveness,
• for any existing obligation of the seller to provide updates for digital products, in the case of contracts for the delivery of goods with digital elements.
7.3 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory recourse claim remain unaffected.
7.4 If the customer is a consumer, they are requested to report any goods delivered with obvious transport damage to the delivery company and to notify the seller of this. Failure by the customer to do so will have no effect on their statutory or contractual claims for defects.
8) Liability
The seller is liable to the customer for all contractual, quasi-contractual and statutory claims, including tortious claims, for damages and reimbursement of expenses as follows:
8.1 The Seller shall be liable without limitation for any legal reason
• in case of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• based on a guarantee promise, unless otherwise agreed,
• due to mandatory liability such as under the Product Liability Act.
8.2 If the Seller negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damages under the contract, unless unlimited liability applies in accordance with the above clause. Material contractual obligations are obligations that the contract imposes on the Seller according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place, and on whose compliance the Customer may regularly rely.
8.3 Otherwise, the Seller’s liability is excluded.
8.4 The above liability provisions also apply with regard to the Seller’s liability for its vicarious agents and legal representatives.
9) Special conditions for the processing of goods according to specific customer specifications
9.1 If, according to the content of the contract, the seller is obliged not only to deliver the goods but also to process the goods according to specific customer specifications, the customer must provide the seller with all content required for processing, such as text, images, or graphics, in the file formats, formatting, image sizes, and file sizes specified by the seller, and grant the seller the necessary rights of use. The customer is solely responsible for the procurement and acquisition of rights to this content. The customer declares and assumes responsibility for ensuring that they have the right to use the content provided to the seller. They are responsible, in particular, for ensuring that no third-party rights are infringed, in particular copyrights, trademark rights, and personal rights.
9.2 The customer indemnifies the seller against any third-party claims that they may assert against the seller in connection with a violation of their rights through the contractual use of the customer’s content by the seller. The customer also assumes the necessary costs of legal defense, including all court and attorney fees at the statutory rate. This does not apply if the customer is not responsible for the violation. In the event of a claim by third parties, the customer is obligated to promptly, truthfully, and completely provide the seller with all information necessary for the examination of the claims and for a defense.
9.3 The Seller reserves the right to refuse processing orders if the content provided by the Customer violates legal or regulatory prohibitions or is morally reprehensible. This applies in particular to content that is anti-constitutional, racist, xenophobic, discriminatory, abusive, harmful to minors, and/or glorifies violence.
10) Redemption of promotional vouchers
10.1 Vouchers issued free of charge by the Seller as part of promotional campaigns with a specific period of validity and which cannot be purchased by the Customer (hereinafter “Promotional Vouchers”) can only be redeemed in the Seller’s online shop and only during the specified period.
10.2 Individual products may be excluded from the voucher promotion if a corresponding restriction arises from the content of the promotional voucher.
10.3 Promotional vouchers can only be redeemed before the order process is completed. Subsequent crediting is not possible.
10.4 Only one promotional voucher can be redeemed per order.
10.5 The value of the goods must be at least equal to the amount of the promotional voucher. Any remaining balance will not be refunded by the seller.
10.6 If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller can be selected to settle the difference.
10.7 The balance of a promotional voucher will not be paid out in cash or bear interest.
10.8 The promotional voucher will not be refunded if the customer returns the goods paid for in whole or in part with the promotional voucher within the scope of his statutory right of withdrawal.
11) Redemption of gift vouchers
11.1 Vouchers that can be purchased through the Seller’s online shop (hereinafter “Gift Vouchers”) can only be redeemed in the Seller’s online shop, unless otherwise stated in the voucher.
11.2 Gift vouchers and any remaining balance on gift vouchers can be redeemed until the end of the second year following the year of purchase.
11.3 Gift vouchers can only be redeemed before the order process is completed. Subsequent crediting is not possible.
11.4 Only one gift voucher can be redeemed per order.
11.5 Gift vouchers can only be used to purchase goods and not to purchase additional gift vouchers.
11.6 If the value of the gift voucher is insufficient to cover the order, one of the other payment methods offered by the Seller can be used to settle the difference.
11.7 The balance of a gift voucher will not be paid out in cash and will not bear interest.
12) Applicable law
All legal relationships between the parties shall be governed by the laws of the Federal Republic of Nigeria, excluding the laws governing the international sale of movable goods. For consumers, this choice of law applies only to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the country in which the consumer has his or her habitual residence.
13) Place of jurisdiction
If the customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office in the Federal Republic of Nigeria, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller’s registered office. If the customer is based outside the Federal Republic of Nigeria, the seller’s registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer’s professional or commercial activity. In the above cases, however, the seller is entitled in any case to bring the dispute before the court at the customer’s registered office.
14) Alternative dispute resolution
The seller is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
