One: MOINCH GmbH (hereinafter Notabag), holder of tax number DE 310 687 636 and domiciled at Eschenheimer Anlage 25a, Frankfurt am Main, Germany, email address info@notabag.com, assignee of the Internet domain https://www.b2b-notabag.com/ and other websites with the same address but with generic top-level domains (gTLDs) and country code top-level domain names (ccTLDs) (hereinafter the Website or www.b2b-notabag.com) and Two: the purchaser, customer or user (“you” or “your”), understood to mean any user in accordance with the provisions of the Specific Registration Conditions, of legal age according to German legislation, who accesses www.b2b-notabag.com and completes the procedure, including acceptance of these Terms and Conditions, to acquire products from the website.

These are the Terms and Conditions on which we, Moinch GmbH, represented by its Managing Director, Eschenheimer Anlage 25A, 60318 Frankfurt am Main, supply any of our products to you, in your capacity as a Business Partner, whether you operate your business via distribution, a physical retail shop, promotion, or e-commerce website. Notabag is a registered brand of Moinch GmbH.

Notabag does not acknowledge any general terms and conditions of the Business Partner. Even if a purchase contract is performed without reservation in the knowledge of conflicting or deviating terms and conditions of the Business Partner this shall not constitute a consent of Notabag to their application. Notabag reserves the right to revise these terms and conditions at any time after an appropriate prior announcement.

The purchase contract shall come into effect only on acceptance of the order of the Business Partner by Notabag. Notabag shall send an order confirmation which can also be an invoice. All new Business Partners must complete and submit the Business Partner on-boarding document. New accounts will be opened at Notabag’s sole discretion based upon market conditions and other factors deemed relevant by Notabag. Each individual resale location must be approved by Notabag.

3.1. How to place an order

The purchase process is simple and can be done on the Website itself. To make a purchase on the Website, all you have to do is browse the product catalog and add the items that interest you to your shopping cart.
Once you have selected the items you wish to buy:
Click on the shopping cart and select “ADD TO CART”. You can modify your order at this point by simply adding products to the cart or removing them.
You will now be asked to review the information displayed on the screen. You can decide either to go to the checkout or edit cart. Once you click on “CHECKOUT”, you can add your shipping address and then choose the shipment method (only if there is more than one available).

• New Business Partners are required to pay the first two (2) orders in advance.
• Business Partners outside the EU are required to pay ALL orders in advance.
• Payments are to be made via bank transfer to the account of Moinch GmbH.
• The Business Partner must cover all bank and wire transfer related expenses.
• After the 2nd order, the EU Business Partner agrees to pay all orders via bank transfer within 15 days from the date the invoice was issued.
• The final invoiced price should reflect the amount transferred to and received by Moinch GmbH.
• In case of advance payments goods will not be shipped until the invoices have been paid.

Notabag will send you a message confirming your order and your invoice with the payment information. The purchase confirmation email will be accompanied by an electronic receipt containing the details of the transaction: prices of the purchased product(s), applicable taxes and shipping costs (if any).You expressly agree to accept a digital invoice.

Freight charges as well as freight related charges apply and will be added to invoice upon processing. The Business Partner shall provide any special shipping instructions or guidelines at the time the order is placed. The Business Partner shall be responsible to file damages with the carrier for the unlikely and unfortunate event of damage occurred in transit. Notabag shall arrange delivery of the goods to the Business Partner who will be responsible for the costs associated with shipping.

Shipping & handling costs depend on destination, volume and import. Shipping cost will be automatically calculated according to the final shipping information included on the checkout.

If the shipping is arranged by the Business Partner, the risk of the goods shall pass to the Business Partner upon placement of the goods onto the nominated form of transport for delivery.

•  The Business Partner shall purchase Notabag products only from Moinch GmbH as well as from Moinch GmbH authorized distributors.
• The Business Partner agrees that it will not manufacture, purchase, distribute, advertise or sell any products that compete with, is an imitation or counterfeit of, or is otherwise confusingly similar to any Notabag products while the Business Partner maintains an active account with Notabag.
• The Business Partner should sell Notabag products to customers directly and exclusively either through its own retail shop or shops that have been authorized by Moinch GmbH.
• The Business Partner may not sell Notabag products through unauthorized Business Partners or online marketplaces without notifying and receiving approval by a Notabag representative.
• The Business Partner may not sell Notabag products on any Amazon platform.
• The Business Partner intends to sell all Notabag products to end users in a high-quality retail area preferably in official Notabag displays.
• The Business Partner must comply with all applicable laws and regulations regarding consumer protection and product liability, false advertising, unfair competition, e-commerce, reputational damage, data protection and intellectual property.
• The Business Partner may ensure that its website does not contain content with illegal, infringing obscene or pornographic material or does not link to other websites which promote violence, discrimination or hate speech.

Business Partners are required to maintain MAP in all advertising, print, web and media exposure. All advertised prices must be at or above the MAP set for all Notabag products. At the beginning of each year, Notabag shall send the Business Partner the valid MAP in case MAP has changed from the previous year.

All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the goods shall be the Business Partner’s responsibility.

The Business Partner shall maintain secrecy concerning the business and trade secrets of Notabag disclosed to it or coming to its knowledge in the course of its work, including after the ending of this agreement.

Notabag shall not be liable for infringement of intellectual property rights which arise because of changes made to the Notabag products by the Business Partner, because of a use of the Notabag products not foreseeable by Notabag or similar cause. The Business Partner is obliged to ensure for itself whether the Notabag products infringe any intellectual property rights of third parties in its territory.

The Business Partner is obliged to inform Notabag at the earliest possible time in writing if a third party alleges or claims in or out of court an intellectual property right with regard to Notabag products.

Notabag is liable to the Business Partner only for damage caused by intent or gross negligence. Other than in case of intent, Notabag is not liable for indirect damage and consequential damage, in particular, not for loss of profit, interruption in production and/or interruption of operations at the Business Partner or its customers. Mandatory statutory claims of the Business Partner are not affected hereby; this applies above all to claims due to harm done to a person’s life, body or health. Where the damage is due to the culpable breach of a material contractual duty or to the breach of a duty the discharge of which allows the proper performance of the agreement in the first place and on the fulfilment of which the distributor can regularly rely and if the company is responsible for such breach of duty, the company will be liable in accordance with the statutory provisions. In the event of simple negligence, however, liability shall be limited to foreseeable and typical damage.

All intellectual property rights to Notabag products, including copyrights, trademark rights, firm name or other designations and know-how insofar as they exist are the entitlement of the company. For any breach of this provision, Notabag is entitled to terminate the agreement without notice for good cause. The use of intellectual property rights and designations in the sense of this agreement shall be ceased at the termination of the agreement.

All claims for exchanges or returns of Notabag products must be made within 14 days of receipt of goods. The Business Partner must submit the damage evidence and photos to sales@notabag.com in order to file a claim. The Business Partner is responsible for reporting/filing claims on behalf of their customer. No returns are accepted without authorization from a Notabag representative. It is the responsibility of the Business Partner to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced. Notabag will not accept returns for Notabag Products that have been specifically made for or have been tailored to personal needs of a Business Partner or a customer of the Business Partner. The Business Partner may only return the goods if:

1. They do not materially comply with the order or,
2. The product has a fault

“Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves:

(i) that such impediment is beyond its reasonable control; and

(ii) that it could not reasonably have been foreseen at the time of the conclusion of the contract; and

(iii) that the effects of the impediment could not reasonably have been avoided or overcome by the affected party. In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (i) and (ii) above:

• war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation;
• civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy;
• currency and trade restriction, embargo, sanction; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation;
• plague, epidemic, natural disaster or extreme natural event;
• explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
• general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.

A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

The business relationship between Moinch GmbH and each Business Partner is “AT WILL”; that is, Moinch GmbH is free at any time to choose those with whom it wishes to deal. Moreover, Moinch GmbH reserves the right at any time to terminate the relationship for any reason whatsoever. In case of termination of the Agreement the customer account of the Business Partner shall be deleted by Notabag.

When you place an order entirely through www.b2b-notabag.com, you must read the purchasing conditions and accept them.

Notabag is liable to the Business Partner only for damage caused by intent or gross negligence. Other than in case of intent, Notabag is not liable for indirect damage and consequential damage, in particular, not for loss of profit, interruption in production and/or interruption of operations at the Business Partner or its customers. Mandatory statutory claims of the Business Partner are not affected hereby; this applies above all to claims due to harm done to a person’s life, body or health.

Where the damage is due to the culpable breach of a material contractual duty or to the breach of a duty the discharge of which allows the proper performance of the agreement in the first place and on the fulfillment of which the distributor can regularly rely and if the company is responsible for such breach of duty, the company will be liable in accordance with the statutory provisions. In the event of simple negligence, however, liability shall be limited to foreseeable and typical damage.

Failure by the purchaser to comply with these Terms and Conditions or any other applicable rules and regulations may grant Notabag the right to claim compensation for loss and damage. Consequently, the purchaser shall be obliged to compensate Notabag for any loss or damage including court costs and legal fees.

Likewise, any legal action taken by third parties against Notabag for reasons attributable to the purchaser shall entitle the former to claim for all expenses, costs, loss and damage deriving from said legal action and the purchaser shall hold Notabag entirely harmless.

Notabag reserves the right to update and/or amend these Terms and Conditions at any time without prior notice.

Said changes shall come into effect on their publication date on www.notabag.com by any medium or form.

Changes made to these Terms and Conditions will only affect purchasers who accept them after said updates or amendments.

20.1. Waiver and interpretation of these Terms and Conditions

These Terms and Conditions, particular conditions agreed at any time and any other conditions applicable to the purchaser constitute the only agreement between the purchaser and Notabag.

These Terms and Conditions shall prevail over the provisions of any other terms and conditions agreed by and between Notabag and the purchaser in the event of contradiction between the provisions of these Terms and Conditions and said others.

The failure of either party to demand full application of these Terms and Conditions or strict compliance with any of their stipulations due to special circumstances at any time shall not be taken to mean full or partial amendment of the same or as waiving strict compliance with all these Terms and Conditions in the future.

If any of the clauses or parts of these Terms and Conditions are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be impaired in any way and the Parties shall negotiate new wording in good faith as similar as possible to the replaced part.

The party affected by replacement may choose to terminate the contract if said replacement is deemed to be impossible and the stipulation concerned is deemed to be essential for these Terms and Conditions.

Any reference made in these Terms and Conditions to a repealed article or body of legislation shall be understood to refer to the equivalent provision that replaces it.

20.2. Language

These Terms and Conditions are written in English. Translations into other languages could be provided as a measure of courtesy for the customer’s convenience. The customer hereby agrees that the contract shall be governed at all times by the English language version, which shall prevail in the event of discrepancy between the English and any translation of the same into another language.

Questions about the Terms of Service should be sent to us at info@notabag.com
Otherwise you can contact our office at:
MOINCH GmbH c/o Notabag
Eschenheimer Anlage 25a
60318 Frankfurt am Main
Germany
Tel: +49 69 79 007 010

Date: 06/06/2023