General terms and conditions

Terms and conditions of sale and delivery

1. Place of performance/jurisdiction

1.1 The purchase contract is subject to the law applicable at the registered office of the seller. Should individual provisions of the contract or the following terms and conditions of sale be invalid, the remaining provisions shall remain unaffected.

1.2 The place of fulfillment and jurisdiction for all claims arising from the business relationship is the registered office of the seller. However, the seller is also entitled to assert his claims at the buyer’s general place of jurisdiction.

2. Order placement/prices

2.1 These Terms and Conditions shall apply exclusively to all deliveries based on all present and future contracts. Any deviating terms and conditions of the Buyer which we do not expressly recognize shall not be binding for us, even if we do not expressly object to them or if we carry out deliveries and services without reservation in the knowledge of deviating terms and conditions of the Buyer.

2.2 Our offers are subject to change and non-binding.

2.3 Our prices are in Euro plus statutory VAT. They apply per meter or per piece.

3. Delivery / Shipment / Transfer of risk

3.1 The goods are delivered ex works at the expense and risk of the buyer. On request, the goods can be insured at the buyer’s expense.

3.2 The risk is transferred to the buyer when the goods leave our factory. If dispatch is delayed for reasons for which the buyer is responsible, the risk shall pass to the buyer on the day the goods are ready for dispatch.

3.3 The agreement on the delivery quantity includes that the buyer must accept the delivery and invoicing of a shortfall or excess quantity of up to 10%. If the goods are specially manufactured for the Buyer, the Buyer shall also be obliged to accept and pay for any remaining quantities.

3.4 The Buyer is obliged to accept partial deliveries. Each partial delivery shall be deemed a separate transaction.

3.5 If the Seller is unable to deliver on time, the Buyer must set a reasonable grace period in writing. Within this period, the Buyer may not assert any claims for compensation or refuse acceptance. After expiry of this period, the Buyer is entitled to withdraw from the contract.

3.6 Unless otherwise agreed, the route and means of transportation shall be chosen at our discretion. However, there is no guarantee for the most cost-effective shipment.

4. Payment

4.1 The payment terms stated on the invoices shall apply as payment terms. The payment period shall apply from the invoice date.

4.2 There is no entitlement to a discount as long as older invoices are outstanding. Our invoices shall be deemed to have been settled when the equivalent value has been credited to our accounts.

4.3 If the term of payment is exceeded, we shall be entitled to charge interest on arrears at a rate of 4% above the respective discount rate of the Deutsche Bundesbank from the due date without a reminder. Our right to claim damages for default shall remain unaffected.

4.4 The Buyer may only offset and assert a right of retention if his claims are undisputed or have been legally established.

5. Retention of title

5.1 All goods delivered by us shall remain our property until all payment claims to which we are entitled against the Buyer have been fulfilled, irrespective of the legal relationship. In the case of current accounts, the retention of title shall serve as security for the respective outstanding balance.

5.2 Any treatment or processing of the goods subject to retention of title shall be carried out for us without any obligation on our part and without our ownership being lost as a result. If the buyer processes or combines our reserved goods with other goods, we shall be entitled to co-ownership of the new item in the ratio of the value of our goods to the value of the overall item. In this respect, the new item shall be deemed to be reserved goods within the meaning of these terms and conditions.

5.3 The Buyer shall only be entitled to resell and process the goods in the ordinary course of business. He is prohibited from disposing of the goods in any other way.

5.4 The Buyer hereby assigns to us in advance by way of security all claims arising to the Buyer from the use of the reserved goods, together with all ancillary rights. We hereby accept the assignment. If the goods subject to retention of title are sold together with other items not belonging to us, the assignment shall only cover the share of the proceeds corresponding to our co-ownership.

5.5 The buyer is only entitled to collect the assigned claims in the ordinary course of business. Collection shall be carried out on a fiduciary basis for us. At our request, the Buyer shall be obliged to cease collection, to name the debtors of the assigned claims, to notify them of the assignment and to provide us with the information and hand over the documents required to assert our rights against the Buyer’s customers

5.6 The Buyer must inform us immediately of any access by third parties to the reserved goods or to the assigned claims. He must inform the accessing third party of our rights. The Buyer shall bear the costs of our intervention against the third party.

5.7 If the value of the securities provided to us exceeds our claims by more than 20% in total, we shall be obliged to release the aforementioned securities at our discretion at the request of the Buyer. If the aforementioned securities are not sufficient to cover our claims accordingly, the Buyer shall be obliged to provide us with additional securities up to the full amount of the outstanding claims at any time at our request.

5.8 The buyer is obliged to insure the goods subject to retention of title with the due care of a prudent businessman and to provide evidence of the conclusion of this insurance upon request. The buyer hereby assigns his claims arising from this insurance to the seller.

6. Notice of defects/warranty

6.1 The Buyer must inspect the goods immediately upon receipt for any defects or the absence of warranted characteristics. Recognizable defects must be reported in writing immediately, but at the latest within 8 days of receipt of the goods, hidden defects must be reported in writing immediately after their discovery.

6.2 Transport damage must be reported to the seller immediately in writing. In the case of delivery by rail, by commercial local or long-distance transport vehicles or by other carriers, the Buyer must comply with the necessary formalities vis-à-vis the carrier in the event of transport damage.

6.3 If the notice of defects asserted in due time and form is justified, we may, at our discretion and to the exclusion of further warranty claims by the Buyer, either remedy the defect free of charge or deliver a replacement free of charge against return of the goods. If rectification of defects or replacement delivery fail or if they are not carried out by the expiry of a reasonable period of grace set by the buyer, the buyer may, at his discretion, demand a reduction in payment or rescission of the contract.

6.4 Deviations in the raw and color tones of the delivered goods shall not be considered defects unless they lead to a significant impairment of usability.

6.5 The Seller shall only be liable for the goods delivered by it. Any consequential damage to the Buyer’s products shall be excluded from liability. The Buyer undertakes to check the quality before processing.

6.6 The right of complaint expires in any case 6 months after delivery of the goods.

7. Other

7.1 We reserve all copyrights. The passing on of our proposals to third parties and their use is prohibited without our written consent.

7.2 For custom-made products and sample orders, pro rata design costs shall be invoiced without the Buyer having any claim to ownership of the designs.

7.3 If the Buyer supplies the documents for the design or places an order for the manufacture of products according to the design, he shall represent the copyright vis-à-vis third parties.

7.4 The delivered goods may only be resold in unprocessed condition with the prior consent of the seller.

7.5 We will take back transport packaging and empties if they are delivered to us carriage paid.

7.6 Amendments to the above Terms and Conditions of Sale and Delivery or other additional agreements require our written confirmation in order to be legally effective.

7.7 These Terms and Conditions of Sale and Delivery are supplemented by the latest version of the Standard Terms and Conditions of the German Textile Industry.

Status 01/2024