Terms & Conditions

1. Scope of Application

1. These General Terms and Conditions (GTC) apply to the sale of products (“Products”) by Clouvou, Inc., 120 Wall Street, 20th Floor, New York, NY 10005, USA, (“Clouvou”) to the respective purchasers (“Customers”).
2. These GTC apply to all agreements made between Clouvou and the respective Customer in connection with the purchase of the Products. Clouvou does not accept any deviating terms and conditions of the Customer. This also applies even if Clouvou does not expressly object to their inclusion.
3. The version of the Terms and Conditions valid at the time of conclusion of the purchase contract shall prevail.
4. These Terms and Conditions apply to both customers who are consumers and customers who are businesses. Where individual provisions apply only to customers as consumers or as businesses, or do not apply to them, this will be noted in each case.
Conclusion of the Contract
1. The presentation and promotion of items, e.g., in catalogs or on Clouvou’s websites, does not constitute a binding offer to conclude a purchase agreement, but rather an invitation to the Customer to order the described products.
2. By submitting an order, the Customer places a legally binding offer. Upon receipt of the offer, Clouvou will confirm its receipt. Such an order confirmation does not constitute a binding acceptance of the offer unless it explicitly states acceptance in addition to confirming receipt.
3. For sales via an online store operated by Clouvou, the Customer’s offer is placed by completing the order process and clicking the “Place Order” button. Before clicking the button, it is possible to correct entries in the order form or cancel the order. Upon receipt of the offer, Clouvou will immediately confirm its receipt via e-mail.
4. A contract is only concluded when Clouvou accepts the customer’s offer by means of an order confirmation or by delivering the ordered products. Clouvou is not obligated to accept the Customer’s offer.
Delivery Terms and Requirement for Advance Payment
1. If the Customer is a business, the place of performance and fulfillment for all contractual obligations is Clouvou’s registered office.
2. Clouvou is entitled to make partial deliveries, provided this is reasonable for the Customer.
3. If the Customer is a consumer, the delivery period is approximately five (5) business days, unless otherwise agreed. Subject to the provisions contained in this Section 3, the period begins upon conclusion of the contract.
4. If the Customer is a business, binding delivery dates and deadlines must be expressly agreed upon in writing. In the case of non-binding or approximate (approx., around, etc.) delivery dates and deadlines, Clouvou will make best efforts to adhere to them.
5. For orders from Customers with a place of residence or business abroad, or if there are reasonable grounds to suspect a risk of non-payment, Clouvou reserves the right to deliver only after receipt of the purchase price plus shipping costs (prepayment reservation). If Clouvou exercises the right to require advance payment, Clouvou will notify the Customer immediately. In this case, the delivery period begins upon payment of the purchase price and shipping costs.
6. If Clouvou is in default of delivery, the Customer must first grant Clouvou a reasonable grace period – unless this is unreasonable – to fulfill the obligation. If this period expires without result, claims for damages due to breach of duty – regardless of the reason – shall only apply in accordance with the provisions of Section 11.
7. The Customer is responsible for filing any claims with the carrier for lost or damaged shipments, to the extent permitted by applicable law.
Prices and Shipping Costs
1. Unless otherwise stated, all prices quoted are gross prices excluding applicable sales tax, unless stated otherwise and do not include applicable shipping costs.
2. Shipping costs are listed in Clouvou’s catalogs or Clouvou’s online store. If Clouvou fulfills an order via partial deliveries, the Customer is only charged shipping costs for the first partial delivery. If partial deliveries are made at the Customer’s request, Clouvou charges shipping costs for each partial delivery.
Payment Terms and Set-off
1. Payments may be made using the payment methods listed in Clouvou’s catalogs or, for orders placed through an online store, the payment methods available on Clouvou’s online store.
2. All payments are subject to the rules and procedures of the applicable payment network and payment processor.
3. By submitting an order, the Customer authorizes Clouvou to charge the selected payment method for the total purchase price, including applicable taxes and shipping costs. The Customer agrees not to initiate a chargeback or payment dispute without first contacting Clouvou and providing Clouvou with a reasonable opportunity to resolve the issue. Unauthorized or abusive chargebacks may result in suspension or termination of the Customer’s account and denial of future purchases. If a chargeback is initiated and Clouvou successfully contests the chargeback, Clouvou reserves the right to recover all associated costs, including chargeback fees imposed by the payment provider.
4. If any payment is reversed, declined, or otherwise not successfully completed, Clouvou reserves the right to suspend delivery, cancel the order or pursue any other remedies available at law or equity until full payment is received.
5. For purchases on account, the purchase price and shipping costs must be paid within two (2) weeks of receipt of the invoice, unless otherwise agreed.
6. The Customer is not entitled to withhold, set off or deduct any claims against Clouvou’s claims unless the counterclaims have been legally established or are undisputed. The Customer’s set-off against Clouvou’s claims is also permissible if the customer asserts complaints or counterclaims arising from the same purchase contract.
7. As the buyer, the Customer may exercise a right of retention only if the Customer’s counterclaim arises from the same purchase contract.
Fraud Prevention
1. Clouvou reserves the right, at its sole discretion, to review, delay, suspend, or cancel any order if Clouvou suspects fraud, unauthorized payment activity, or other illegitimate conduct.
2. In such cases, Clouvou may request additional information to verify the Customer’s identity or payment method. If verification is not provided or is unsuccessful, Clouvou may cancel the order without liability.
3. Clouvou shall not be liable for delays resulting from fraud prevention or verification procedures.
Vouchers
1. Vouchers issued by Clouvou free of charge as part of promotional campaigns with a specific validity period and which cannot be purchased by the customer (“Promotional Vouchers”), as well as vouchers that can be purchased from Clouvou (“Gift Vouchers”), may, unless otherwise stated, only be redeemed in Clouvou’s online store and only during the specified period. Unless otherwise stated, a maximum validity period of three (3) years from the date of issuance or purchase of the voucher applies.
2. Individual products may be excluded from voucher promotion if a corresponding restriction is specified in the voucher’s terms. Vouchers cannot be used to purchase additional vouchers.
3. Vouchers can only be redeemed before completing the order process. Subsequent redemption is not possible.
4. Multiple vouchers may be redeemed in a single order.
5. For Promotional Vouchers, the value of the goods must be at least equal to the amount of the Promotional Voucher. Any remaining balance will not be refunded. For Gift Vouchers, the remaining balance will be refunded in the event of a purchase. Otherwise, the balance of vouchers will not be refunded. Interest on the balance is excluded.
6. If the value of the voucher is insufficient to cover the order, one of the other payment methods offered by Clouvou may be selected to pay the difference.
7. A Promotional Voucher will not be refunded if the customer returns products paid for in whole or in part with the Promotional Voucher within the scope of their statutory right of withdrawal. For Gift Vouchers, the voucher will be refunded upon exercise of the right of withdrawal.
8. Vouchers may only be used by the person named on the voucher. Transfer of the voucher to third parties is excluded. Clouvou is entitled, but not obligated, to verify the eligibility of the respective voucher holder.
Title and Risk of Loss
1. Title to the Products shall pass to the Customer upon handover to the Customer.
2. Risk of loss or damage to the Products shall pass to the Customer upon handover of the Product to the carrier. Clouvou shall not be responsible for loss or damage occurring after such delivery, except as otherwise required by applicable law.
Limited Warranty
1. Clouvou, Inc. (“Clouvou”) provides the following limited warranty (“Limited Warranty”) to the Customer for the Products. This warranty is provided only to the Customer as original purchaser.
2. Clouvou warrants that the Products will be free from material defects in materials and workmanship under normal and intended use for a warranty period of two (2) years, commencing on the date of delivery to the Customer. This Limited Warranty covers only material and manufacturing defects that arise during the warranty period and under normal, residential or commercial use.
3. In the event of a valid warranty claim, Clouvou shall, at its sole discretion, provide one of the following remedies as Customer’s exclusive remedy: (i) repair of the defective Product or part, (ii) replacement of the Product or part with the same or a functionally equivalent product, or (iii) refund of the purchase price paid for the defective Product (in whole or in part).
4. To obtain warranty service, the Customer must (i) provide proof of purchase, (ii) submit a written description of the defect, and (iii) provide photographs or other reasonable evidence of the defect upon request. Clouvou may require the Product to be made available for inspection prior to providing warranty service.
5. This Limited Warranty does not cover: (i) normal wear and tear, (ii) damage resulting from misuse, abuse, neglect, improper assembly, improper maintenance, or failure to follow product instructions, (iii) damage caused by accidents, impacts, fire, water, moisture, environmental conditions, or other external causes, (iv) unauthorized modifications, alterations, or repairs, and (v) consumable or wear parts with a limited expected lifespan.
6. EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMITED WARRANTY, CLOUVOU MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLOUVOU DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD SET FORTH ABOVE.
7. This Limited Warranty does not affect any non-waivable statutory rights under applicable law. Any waivable statutory rights are excluded.
Limitation of Liability
1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUVOU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PRODUCT OR THIS LIMITED WARRANTY.
2. CLOUVOU’S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT.
Copyrights

Clouvou reserves all copyrights to all images, videos, and texts published in Clouvou’s catalogs or on Clouvou’s websites. Use of the images, videos, and texts is not permitted without the express consent of Clouvou.

Privacy Notice

Clouvou collects, processes, and uses customers’ personal data, in particular contact information including provided email addresses, for the purpose of processing the order. For credit checks, Clouvou may use information (e.g., a so-called credit score) from external service providers to assist in decision-making and may base the payment method on this information. Details can be found in Clouvou’s Privacy Policy on www.clouvou.com.

Miscellaneous

There are no verbal side agreements. Any amendments or additions to this contract must be made in writing. This also applies to the waiver of the written form requirement.
Unless otherwise agreed, this Agreement may not be assigned without the prior written consent of the other party. Clouvou is entitled to transfer this Agreement, along with all rights and obligations, to an affiliated company or a legal successor.
Should one or more provisions of this Agreement be invalid, void, or incomplete, this shall not affect the validity of the remaining provisions of the Agreement. The parties shall – where necessary in the required form – replace the invalid or void provision with a provision that achieves the economic purpose they intended as closely as possible or fill the gap in the contract with a provision that achieves that purpose. If the invalidity or nullity of a provision is based on a performance or time-related measure (deadline or date), the invalid or void performance or time-related provision shall be replaced by a legally permissible measure.
The contractual relationship is governed by the laws of the State of New York, excluding private international law and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. If the customer is a consumer and has their habitual residence in another country at the time of their order, the application of mandatory legal provisions of that country remains unaffected by the choice of law made in the first sentence.
To the extent permitted by applicable law, the courts of the State of New York shall have exclusive jurisdiction.
Clouvou is not willing to participate in any dispute resolution proceedings before a consumer arbitration board.