1.Place of performance
The place of performance for all deliveries and services is the place of the seller's management.
2.Place of jurisdiction/applicable law
The exclusive place of jurisdiction, insofar as an agreement on the place of jurisdiction is permissible, shall be the registered office of the company. German law shall apply exclusively, to the exclusion of the laws on the international purchase of movable property, even if the Purchaser has its registered office abroad.
3.Content of the contract
All deliveries and services shall only be concluded at the agreed delivery dates, quantities, articles, qualities and prices. Both contracting parties are bound by these agreements. However, block orders are permissible. These can be regulated in contract supplements. Changes in the scope of the order placed are only permissible with the mutual consent of both parties. Any changes or additions must be agreed in writing. Withdrawal from the contract by the buyer or from parts of the contract is not possible. Custom-made products: In the case of custom-made products, over- or under-deliveries of up to 10% are to be accepted by the buyer. For both contracting parties, the agreements resulting from the order confirmation shall have priority. Should it become apparent in the case of custom-made products that the order cannot be executed or cannot be executed to the satisfaction of the buyer due to third parties (e.g. embroidery), the seller shall be entitled to withdraw from the contract without being able to assert claims for damages against the seller.
Delivery of the goods shall be made from the Seller's warehouse. The buyer shall bear the shipping costs. Buyers who have their place of business at the location of the warehouse do not pay any transport costs, nor are transport costs from a distribution warehouse to the buyer invoiced at the location of the distribution warehouse. Packaging will be charged insofar as the shipment is made on Euro pallets, special packaging is requested by the buyer or a corresponding written agreement is included in the offer or in the order confirmation. If Euro pallets are used, the buyer shall bear the costs of the Euro pallets insofar as these are not returned by the buyer. The goods shall be shipped uninsured unless otherwise agreed in writing. If the buyer fails to accept the goods on time in accordance with the agreements made, the seller shall have the right, at his discretion, after setting a grace period of 10 days, either to issue an invoice for arrears or to withdraw from the contract and claim damages.
5.Interruption of delivery
In the event of force majeure, industrial disputes, official measures, as well as such operational disruptions for which the seller is not responsible and which have lasted or are expected to last longer than one week, the delivery period or acceptance shall be extended without further ado by the duration of the hindrance, but by no more than five weeks plus the subsequent delivery period. If the delivery or acceptance has not taken place on time, the other contracting party may withdraw from the contract. However, it must give notice of this in writing - by registered letter - to the other contracting party at least two weeks before exercising the right of withdrawal. If the impediment has lasted longer than five weeks and the other contracting party is not immediately informed upon request that the delivery is recognised or accepted as being on time, the other contracting party may immediately withdraw from the contract. Claims for damages are excluded in the aforementioned cases.
6.Subsequent delivery period
After expiry of the delivery period, a subsequent delivery period of the duration of the delivery period, but no longer than 30 days, shall be set in motion without a separate declaration. After expiry of the additional delivery period, the buyer may withdraw from the contract by granting a further additional period of 7 days. Withdrawal from the contract pursuant to para. 1 sentence 2 shall not occur if the buyer declares to the seller during the additional delivery period that he insists on performance of the contract. However, the seller shall be released from the obligation to deliver if the buyer does not state whether he insists on performance of the contract when asked by the seller within the subsequent delivery period. Transactions for delivery by a fixed date shall not be made. If the buyer wishes to claim damages for non-fulfilment, he must set the seller a four-week deadline with the warning that he will refuse fulfilment after expiry of the deadline. The period shall be counted from the day on which the buyer's notice by registered letter is dispatched. In the case of subsection 1, sentence 2, this provision shall apply instead of the withdrawal referred to therein only if the seller has received this notice from the buyer within the subsequent delivery period. For goods in stock which are ready for dispatch, the subsequent delivery period shall be 5 days. In all other respects, the provisions of paragraphs 1 and 2 shall apply. Prior to the expiry of the subsequent delivery period, claims of the buyer due to delayed delivery shall be excluded.
Complaints must be sent to the seller in writing within 3 working days of receipt of the goods at the latest. After cutting or other processing of the delivered goods, any complaint is excluded. This also applies to improper treatment by laundries. Customary or minor, technically unavoidable deviations in quality, colour, width, weight, finish or design cannot be objected to. In the event of justified complaints, the seller shall have the right to rectify the defect or to deliver defect-free replacement goods within 90 days after receipt of the returned goods. After expiry of the aforementioned period, the statutory provisions shall apply. In the case of hidden defects, the statutory provisions shall apply. The warranty period for the assertion of statutory claims is limited to six months for transactions with buyers who are themselves entrepreneurs (B2B).
The invoice shall be issued on the day of delivery or provision of the goods. A postponement of the invoice value date is generally excluded. This is only possible by separate written agreement. If early delivery by the seller is possible, the seller is entitled to make use of this. Insofar as there are more than six months between the placing of the order and delivery and a price increase by the supplier is asserted against the seller during this period, this price increase may be passed on to the buyer without a separate agreement being required. The Seller shall provide evidence of the price increase at the Buyer's request. Invoices are generally payable within 30 days, without deduction. In the case of custom-made products, an advance payment in the amount of 50% of the order total shall be made within 14 days after the order has been placed or accepted by the buyer. If the advance payment is not paid by the buyer on time, the seller shall be entitled to withdraw from the contract and claim damages after setting a grace period of 7 days. If the seller does not withdraw from the contract, the agreed delivery period shall be extended by the number of days the buyer is in default of payment. In principle, the terms of payment confirmed by the seller in the acceptance of the order shall have priority. Payments shall always be used first to settle reminder costs and interest on arrears and then to settle the oldest debt items due.
In the event of payment after the due date, interest on arrears shall be charged at a rate of 5% above the respective discount rate/base interest rate (which applies to the Federal Republic of Germany). The Seller shall not be obliged to make any further delivery under any current contract or any further contract before full payment of any invoice amounts due, including reminder costs and interest on arrears. If the buyer is in arrears with a due payment or if there is a significant deterioration in his financial circumstances, the seller may demand cash payment, advance payment or the provision of appropriate securities before delivery of the goods for any outstanding deliveries - subject to the agreed terms of payment ceasing to apply.
10.Method of payment
Payment shall be made by cheque or bank transfer. Payment by bill of exchange is only possible if this has been agreed separately in writing. Offsetting is only permissible with undisputed or legally established claims. The retention of due invoice amounts or partial invoice amounts is not permitted. Other deductions are inadmissible. Bills of exchange, insofar as they are accepted in payment on the basis of a separate agreement, shall only be accepted against reimbursement of bank, discount and collection charges. Bills of exchange and acceptances with a term of more than three months shall not be accepted.
11.Retention of title
o the delivered goods remain the property of the seller until full payment of the seller's claim by the buyer.
o the authorisation of the buyer to process or handle and sell goods subject to retention of title in the ordinary course of business ends with the cessation of payments by the buyer or if insolvency proceedings have been instituted against the buyer's assets.
o Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted.
o The buyer hereby assigns the claim from the resale of the reserved goods to the seller, the seller accepts the assignment.
o The buyer undertakes, as soon as he has ceased payments or immediately after notification of the cessation of payments, to provide the seller with a list of the outstanding receivables.
12.Settlement of disputes
Disputes between the contracting parties shall be settled by the ordinary court or the agreed arbitral tribunal. If the arbitral tribunal is not agreed as having exclusive jurisdiction, the court first seised shall have jurisdiction.
Circumvention of the terms of payment and delivery, in particular also through commission business, is not permitted. The buyer's terms of payment and delivery are not accepted and in no case become part of the contract. Any existing bonus agreements are expressly referred to.
Should one of the provisions of these terms of payment and delivery be or become invalid, this shall not affect the validity of the remaining provisions. The parties involved undertake to replace an invalid provision with a provision that comes as close as possible to the meaning of the invalid provision.