Terms and Conditions

For a cooperation with GiftUp, the terms as stated in below documents do apply.

1. Terms of use Enterprise portal Giftup.eu
2. General terms and conditions

3. Agreements 

3.1 Agreements shall only be binding upon GiftUp, also in the case that they have been concluded on behalf of GiftUp by intermediaries (representatives), after such has been confirmed by GiftUp in writing.

3.2 Acceptance of an offer, the order of a Product or the purchase of a Product implies that the Customers accepts the applicability of these Terms and Conditions.

3.3 All indications of weight, dimension and other (technical) specifications provided by GiftUp are given in good faith and conscience, but GiftUp can not guarantee that there will be no deviations from such indications. Mistakes, such as typing and printing errors, technical or color deviations or price modifications shall not be binding upon GiftUp.

3.4 GiftUp is entitled to assign third parties to execute the Agreement.

4. Prices and payment 

4.1 All prices mentioned by GiftUp shall be exclusive of turnover tax (VAT), other levies imposed by the government (if applicable) as well as shipping and other costs related to the Agreement incurred by GiftUp, which may be charged separately to the Customer, unless agreed otherwise in writing. Except where agreed otherwise, all prices are in euros in all cases and the Customer must effect all payments in euros. Prices are subject to change without notice.

4.2 The Customer is responsible for providing GiftUp with a correct VAT identification number. In the event the Customer fails to provide a correct VAT identification number to GiftUp, the Customer shall be liable for the damages suffered by GiftUp as a result thereof. In any case GiftUp reserves the right to charge the Customer the applicable VAT rate for the Products delivered to the Customer.

4.3 Unless otherwise agreed upon in writing, the invoices of GiftUp are due an payable by the Customer on the proforma basis and must be paid to GiftUp unconditionally, without any discount, deductions, settlement, withholdings or delays for whichever reason.

4.4 If the Customer consists of more than one natural and/or legal persons, each of these persons shall be joint and severally liable in respect of payment of the amounts due on the basis of the Agreement.

4.5 Complaints relevant to any of the invoices of GiftUp must be submitted to GiftUp in writing within seven (7) days of the invoice date, with a substantiation of the complaint; failing that, the Customer shall be deemed to have accepted the invoice as correct.

4.6 If the Customer fails to pay the amounts due to GiftUp within the applicable payment period, the Customer shall by law be in default. During this period of default, the Customer is due a penalty interest rate of 1,5% per month or partial month on the total amount due.

4.7 In the event of (extra)judicial collection, the Customer shall be charged both the principal amount and the penalty interest rate and the actual collection costs incurred by GiftUp. The (extra)judicial costs will amount to at least 15% of the principal amount.

5. Typesetting, printing or other proofs 

5.1 GiftUp shall be entitled to store, save and use graphic material provided by the Customer to GiftUp.

5.2 The Customer shall be obliged to examine typesetting, printing or other proofs provided by GiftUp to the Customer carefully for errors and defects and give his approval or disapproval, by a proper written notice of the errors and/or defects which is as detailed as possible, to GiftUp within seven (7) days of the date of receipt of the typesetting, printing or other proofs; failing that, the Customer shall be deemed to have approved the typesetting, printing or other proof. GiftUp shall not be liable for errors and defects that remained unnoticed in the typesetting, printing or other proofs which have been approved.

5.3 After approval of the typesetting, printing or other proofs by the Customer, the (underlying design of or on) the Product shall not be changed. The Customer however can request for changes after approval of the typesetting, printing or other proofs, in which case the Customer shall be charged for all the costs related to changes requested.

5.4 It cannot be ruled out that the typesetting, printing or other proofs on the one hand and (the design of or on) the delivered Products on the other hand, slightly deviate from each other, without the Customer being able to derive any rights therefrom.

6. Delivery

6.1 All periods and dates given by GiftUp are target dates only and shall not have a binding effect on GiftUp and shall in all cases be merely indicative. Exceeding these periods and dates shall not mean that GiftUp is in default and therefore shall not give the Customer the right to terminate the Agreement completely or partly, nor shall the Customer be entitled to claim compensation.

6.2 Periods and dates for the delivery of Products that are manufactured or processed for the Customer according to his designs or specifications shall be determined definitively by GiftUp after approval of the typesetting, printing or other proofs by the Customer as set out in Article 5.2. GiftUp shall only be in default as the Customer has given written notice of default, which is as detailed as possible and in which GiftUp has been given a reasonable time period to meet her obligations.

6.3 Products shall be delivered duty paid at the agreed place of delivery, unless agreed otherwise in writing. As soon as the Product has been delivered, the Customer bears the risk for all direct and indirect damage that may occur on or on account of the Product, even if the consignment is sent carriage-paid.

6.4 GiftUp shall be entitled to provide partial deliveries of Products, without the Customer being able to derive any rights therefrom. These Terms and Conditions shall apply to each partial delivery.

6.5 GiftUp shall be entitled to provide additional or lower deliveries of Products up to a tolerance limit of 5%, without the Customer being able to derive any rights therefrom.

6.6 The Customer may only return incorrectly delivered Products to GiftUp with prior written approval of GiftUp, in any case under the conditions that: a. the Products are undamaged, unused, unmarked and in their original, unopened packaging; and b. the Products conform to the normal range of Products of GiftUp; Products that are manufactured or processed for the Customer according to his designs or specifications cannot be returned, unless previously and specifically agreed to in writing.

6.7 If, to the sole discretion of GiftUp, GiftUp is taking action or is cooperating with her suppliers to initiate recall actions, the Customer shall be obliged to cooperate in accordance with the procedures set out by GiftUp.

7. Inspection and complaints

7.1 Upon acceptance or receipt of the Products the Customer is obliged to examine the Products and to notify defects to GiftUp in writing without delay, but in any case within eight (8) days after acceptance or receipt of the Products. The Customer may only return non-conforming Products to GiftUp with prior written approval of GiftUp. If GiftUp agrees with the return of the Products, she shall send the Customer a return code, which shall have to be clearly indicated on the package of the Product.

7.2 All claims of the Customer towards GiftUp shall in any case expire irrevocably: a. when the time limit for complaints as set out in Article 7.1 has expired; b. if the Customer proceeds to or has someone proceed to any dismantling, repair or other work concerning the Products; c. if the Products have been processed in any manner by anyone other than GiftUp; d. if the Customer does not cooperate regarding an investigation of the merits of the complaints; e. if the Customer has resold the Products.

To assess your claim, we will ask you to do the following:

1. Send us a brief description of how the damage or defect occurred. Please notethat you should contact us as soon as you discover the defect.
2. To document the defect you must send minimum 2 photos together with the description. The defect must be clear on at least one of the photos. Additionally, make sure that your photos show the entire product, from the front and back.
3. Send the photos via email to hello@giftup.eu
4. Please indicate the order number of the item or attach a copy of the order confirmation / receipt
5. After we receive your photos, we will handle your claim as soon as possible.

7.3 In the event of the presence of a defect for which GiftUp is responsible, GiftUp is entitled to subsequent fulfilment by choosing at her discretion between: a. removing the defect; b. delivering a defect-free Product;  c. replacing the Product with another product of the same kind; or d. crediting the purchase price of the non-conforming Products.

7.4 In any case the guarantee does not include defects which arise from or are completely or partly caused by: a. not taking into account the operating and maintenance instructions of the Products or other than anticipated normal use of the Products; b. normal wear and tear of the Products; c. repair by the Customer or by third parties of the Products; d. the application of any government regulation regarding the nature or the quality of the materials of the Products.

8. Guarantees 

Unless previously and specifically agreed to in writing, GiftUp offers no guarantee on the Products.

9. Retention of title and rights 

10.1 All Products delivered to the Customer shall remain the property of GiftUp until such time as all amounts owed by the Customer to GiftUp pursuant to the Agreement have been paid in full.

10.2 Rights, including rights of use, shall be granted to the Customers to the condition that the Customer complies with all the obligations deriving from the Agreement.

10.3 If third parties want to create any right on or enforce any right to the Products delivered subject to retention of title, the Customer must notify GiftUp accordingly immediately.

10.4 If there is serious doubt to GiftUp to the payment capacity of the Customer, GiftUp is entitled to postpone the delivery of Products, until the Customer has provided security for the payment. The Customer is liable for the damages suffered by GiftUp by the delayed delivery.

11. Intellectual property rights 

The intellectual property rights, created or embodied in or arising out of or in connection with the Agreement remain the sole property of GiftUp. The Customer shall not during or at any time after the fulfillment of the Agreement dispute the ownership of such rights. All information contained in or arising out of the intellectual property rights is propriety to GiftUp and shall not be made available to third parties unless previously and specifically agreed to in writing by GiftUp.

12. Changes of the Agreement

Deviations from the Agreement shall be effected by documents executed by authorized representatives of GiftUp.

13. Cancellation and termination of the Agreement

13.1 In exceptional cases, such at the discretion of GiftUp, GiftUp can consent to the cancellation of the Agreement; this consent must be given in writing. In case of cancellation of the Agreement all costs together with damages and interest shall be charged to the Customer.

13.2 The Customer shall only be entitled to rescind the Agreement if GiftUp imputably fails to perform material obligations under the Agreement, in all cases after GiftUp has received a proper written notice of default which is as detailed as possible and in which GiftUp has been given a reasonable time period to remedy the breach.

13.3 GiftUp may terminate the Agreement immediately by giving written notice in the event the Customer: a. is granted a suspension of payments; b. has filed a request for its own bankruptcy; or c. has been declared bankrupt.

13.4 GiftUp may terminate the Agreement with immediate effect upon written notice to the Customer if GiftUp determines that  a. a governmental, regulatory, or professional entity, or an entity having the force of law, has introduced anew, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render the performance of GiftUp of any party of the Agreement illegal or otherwise unlawful or in conflict with independence or professional rules; or b. circumstances change such that the performance of GiftUp of any part of the Agreement would be illegal or otherwise unlawful or in conflict with professional rules.

13.5 If the Customer at the time of the rescission referred to in Article 13.2 has already received performance in connection with the execution of the Agreement, this performance and the related payment obligation cannot be revoked, unless the Customer proves that GiftUp is in default with regard to that performance. Amounts which GiftUp has invoiced before the rescission in connection with by the Customer received proper performance under the Agreement, shall remain to be owed in full, subject to the provisions in the preceding sentence, and shall be immediately payable at the time of rescission.

13.6 All exclusions and limitations of liability and any indemnities set out in these Terms and Conditions shall survive expiry of termination of the Agreement.

14. Limitation of liability 

14.1 Nothing in the Agreement shall exclude or restrict: a. any liability finally judicially determined to arise primarily from the willful misconduct or comparable instance of gross negligence of GiftUp; or b. any other liabilities which cannot lawfully be limited or excluded, save to the extent permitted by law.

14.2 Without prejudice to Article 14.3, the Customer agrees that the total liability of GiftUp due to an attributable failure to perform the Agreement or due to any other reason, shall be limited to the sum stipulated for the (delivery) value under the Agreement (exclusive of VAT).

14.3 The liability of GiftUp for loss as a result of death, physical injury or due to material damage to items shall under no circumstances exceed two times the sum stipulated for the Agreement (exclusive of VAT).

14.4 In no event shall GiftUp be liable for any consequential or indirect loss or damage, including but not limited to loss of profits, lost savings or loss due to business interruption.

15. Force majeure 

Neither Party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control.

16. Transfer of rights and obligations 

16.1 The Customer shall not be entitled to sell and/or transfer the rights and/or obligations arising from the Agreement to a third party, unless otherwise agreed upon in writing.

16.2 GiftUp shall be entitled to transfer her rights under the Agreement to a third party. To the extent necessary the Customer shall immediately cooperate and take such actions and execute such documents as necessary or desirable to effect such transfer of rights.

17. Applicable law and competent court 

17.1 The mutual legal position of the Parties is governed by Slovene law.

17.2 All differences between parties that may arise due to or in connection with the Agreement, shall primarily by exclusion be resolved by the District Court of Ljubljana, Slovenia, such without prejudice to the right of GiftUp to address any other competent court.