General Terms and Conditions

GENERAL TERMS AND CONDITIONS (GTC)

Version: Feb 2026

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all contracts between The Vegan Goodlife GmbH, C4 6, 68159 Mannheim, Germany, HRB 756403 Mannheim (hereinafter referred to as the “Contractor”) and its business clients (hereinafter referred to as the “Client”) within the meaning of Section 14 of the German Civil Code (BGB). Consumers are excluded.

1.2 These GTC apply to consulting services, delivery of goods, and the development, prototyping, and production of vegan leather goods, textiles, metal goods, and materials of all kinds.

1.3 Conflicting or deviating terms and conditions of the Client shall not become part of the contract unless expressly agreed in writing by the Contractor.

2. Conclusion of Contract

2.1 All offers by the Contractor are non-binding and subject to change. A contract is only concluded by:

  • an order placed by the Client based on a prior offer, or

  • confirmation of the order by the Contractor, if no prior offer exists

2.2 The Contractor reserves the right to reject orders without stating reasons, particularly in the case of insufficient production capacity or unreasonable price changes.

3. Prices and Payment Terms

3.1 All prices are net prices and subject to the applicable VAT.

3.2 Price adjustments of up to 10% are permitted if caused by increases in material, energy, labor or logistics costs occurring after contract conclusion

3.3 Payment is due by advance payment or invoice as agreed. Invoice payment is subject to a credit check. All bank fees arising from the payment transactions are to be borne by the Client.

3.4 Unless otherwise agreed, invoices are payable immediately upon delivery. 

3.5 In case of late payment, the Contractor charges statutory default interest and reminder fees.

3.6 Unless stated otherwise, prices include standard auxiliary materials such as adhesives, threads, edge paints, and foil for hot stamping. Special requests (e.g., linen thread) will be charged separately. Main materials such as vegan leather, fabrics, hardware, or zippers are not included.

3.7 Client materials must be delivered DDP (Delivered Duty Paid) to the Contractor’s business address unless sourced by the Contractor. 

3.8 If a service start date is agreed and Client materials do not arrive by the previous business day, the Contractor will charge a downtime fee of EUR 500.00 per day to cover allocated capacity. This also applies to other Client-related delays. The Client may provide proof of lower actual damages.

3.9 Invoices must be reviewed by the Client immediately upon receipt. Objections to invoices must be raised in writing within 10 business days. If no objection is raised within this period, the invoice shall be deemed approved in terms of content and amount. The right to assert objections based on demonstrably incorrect performance remains unaffected.

4. Delivery, Transfer of Risk, and Delay of Acceptance

4.1 Shipping costs are borne by the Client.

4.2 Delivery is made via DHL Express or UPS Express. Delivery times are non-binding unless expressly agreed in writing.

4.3 The Client may assign a courier or pick up goods at the Contractor’s business address.

4.4 Risk transfers to the Client once goods are handed over to the carrier or the Client.

4.5 The Contractor is not liable for delays caused by force majeure (e.g., material shortages, strikes). 

4.6 Partial deliveries are permitted and will be invoiced separately.

4.7 The Client shall inspect the goods immediately upon delivery. Defects must be notified in writing within 7 business days. Failure to notify shall be deemed acceptance. Hidden defects must be notified immediately upon discovery.

5. Retention of Title

5.1 Goods remain the Contractor’s property until full payment is received, including all ancillary costs (extended retention of title).

5.2 In case of resale, the Client hereby assigns all resulting claims against third parties to the Contractor (prolonged retention of title).

5.3 Pledging or transfer of goods as security is prohibited.

6. Warranty and Liability

6.1 The Contractor is liable for intent and gross negligence. In case of slight negligence, the Contractor is only liable for the breach of material contractual obligations (cardinal obligations), limited to the foreseeable, contract-typical damage.
Liability for loss of profit, indirect damages and consequential damages is excluded.
Statutory liability for injury to life, body or health remains unaffected.

6.2 Total liability is limited to the net contract value.

6.3 Punitive damages are excluded.

6.4 Minor deviations in material, color, processing, or structure do not constitute defects.

6.5 The Contractor may choose between repair or replacement.

6.6 Disclaimer for “next-generation materials”:

  • The Client acknowledges that next-generation materials are still under development and that their long-term properties may be unknown. The Client is responsible for informing themselves about characteristics, applications, limitations, and risks.

  • By placing the order, the Client expressly agrees to the use of such materials and confirms their suitability for the intended purpose.

  • The Contractor assumes no liability for defects resulting from known or unknown properties or environmental interactions of such materials, except in cases of statutory liability for injury to life, body, or health.

  • The Client acknowledges that variations in thickness, color, surface texture, or other characteristics may occur due to production or batch differences. Such variations are typical and do not constitute defects. Exact matches between samples and final products cannot be guaranteed.

  • The Client shall indemnify the Contractor from any and all claims – their own or third parties’ – arising from the use of next-generation materials.

  • No warranties, express or implied, including merchantability or fitness for a particular purpose, are given.

7. Usage Rights and References

7.1 The Contractor may use photos, videos, and descriptions of Client projects for reference purposes on its website, social media, trade shows, and print materials. The Client’s name may be listed as a reference.

7.2 All intellectual property rights, including but not limited to copyrights, design rights, know-how, construction details, patterns, technical drawings, CAD files, samples and prototypes created or used by the Contractor remain exclusively with the Contractor, unless expressly agreed otherwise in writing.

7.3 Design services provided by the Contractor do not constitute a transfer of rights. The Client does not acquire any ownership or usage rights to designs, patterns, prototypes or development results unless expressly agreed in writing.

7.4 Any use, reproduction, modification, disclosure to third parties or commissioning of third parties for production based on the Contractor’s designs, prototypes or development results is prohibited without the Contractor’s prior written consent.

7.5 Prototypes, samples, tools, molds, cutting dies, embossing plates and similar development items remain the property of the Contractor, even if costs are partially or fully charged to the Client, unless expressly agreed otherwise in writing.

7.6 If the Contractor grants usage rights in individual cases, such rights shall be non-exclusive, non-transferable, limited to the agreed purpose and only arise upon full payment.

7.7 In the event of unauthorized use, the Contractor is entitled to injunctive relief, damages and a contractual penalty, the amount of which shall be determined at the Contractor’s reasonable discretion and reviewed by a court if necessary.

8. Data Protection and Confidentiality

8.1 Personal data is processed solely for contract performance and marketing purposes.

8.2 The Client may object to the use of their data for marketing at any time.

8.3 A mutual non-disclosure agreement must be concluded separately if required.

9. Contract Term and Termination

9.1 Only individual contracts are concluded. No long-term obligations exist.

9.2 The Client may terminate the contract at any time pursuant to § 648 BGB.
In such case, the Contractor is entitled to the agreed remuneration minus expenses saved. The Contractor may charge a lump-sum compensation of 90% of the agreed net remuneration unless the Client proves lower damages.

10. Governing Law and Jurisdiction

10.1 The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The exclusive place of jurisdiction is Mannheim, Germany, to the extent permitted by law.

11. Final Provisions

11.1 No verbal side agreements exist. Amendments and supplements to these GTC must be made in writing. This also applies to changes to this written form clause.

11.2 Should any provision of these GTC be or become invalid, the remaining provisions shall remain unaffected. The parties agree to replace the invalid provision with a valid one that most closely reflects its economic intent.

 
Our contact information is posted below:
GROW The Studio 
hello@growthestudio.com
The Vegan Goodlife GmbH, C4 6, 68159 Mannheim, Germany
+4962149094799 
HRB 756403 Mannheim
VAT ID: DE460077969