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General Terms and Conditions

1. general

(1) Our terms and conditions of sale and delivery apply exclusively. Deviating conditions and verbal agreements require our written confirmation. We do not recognise any terms and conditions that conflict with or deviate from our terms and conditions of sale and are not binding on us even if we have not expressly objected to them.

(2) Our Terms and Conditions of Sale and Delivery shall only apply to entrepreneurs, legal entities under public law or special funds under public law (§§ 14, 310 BGB).

2. offer / prices / delivery

(1) Our offers are subject to change and non-binding. Verbal agreements always require written confirmation.

(2) Our prices are exclusive of value added tax. This will be shown separately on the invoice on the day of invoicing at the applicable tax rate.

(3) Unless otherwise agreed, delivery shall generally be ex works Spalt (EX WORKS).

(4) Excess or short deliveries of up to 10% of the agreed quantity cannot be objected to. Packaging shall be charged at cost price and cannot be taken back. The weights or quantities determined by us on loading shall also be decisive for carriage paid consignments. The goods are transported at the risk of the recipient even in the case of carriage paid delivery. Unforeseeable reasons - damage due to force majeure, strike, lockout, shortage of raw materials and energy through no fault of our own, measures taken by authorities, etc. - shall release us from the obligation to deliver on time. Events which affect our suppliers or the production sites from which our suppliers obtain the materials required for their production shall be regarded in the same way as if they had affected us.

(5) If unforeseen price increases arise as a result of supply difficulties or other events such as those listed in sentence (5), we shall be entitled to add these cost increases to the agreed prices; in this respect, our prices are subject to change. Measures of a freight, tax or customs nature which occur between conclusion of the purchase and delivery shall always be borne by the purchaser. In the event of non-compliance with agreed acceptance dates or payment terms, we shall be entitled to withdraw from the contract without prior notice, without prejudice to any claims for damages.

3. terms of payment / payment / retention of title

(1) Unless otherwise agreed, the purchase price shall be due upon receipt of the invoice and payable without deduction within 10 days of the invoice date.

(2) Payment shall only have debt-discharging effect to us and not to third parties. The Seller shall not be obliged to make any further deliveries before payment of invoice amounts due. In the event of overdue payments, default interest of 8% p.a. above the applicable base rate of the European Central Bank shall be charged.

(3) The Seller shall remain the owner of the delivered goods until full payment of all claims, including those due in the future, arising from the business relationship and until all bills of exchange - including financing bills - and cheques have been honoured. The Buyer shall insure the goods subject to retention of title against the usual risks such as fire, theft and water to the customary extent. The Buyer hereby assigns to the Seller its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of the invoice value of the goods. The seller accepts the assignment.

(4) If the goods subject to retention of title are combined, mixed or processed by the Buyer to form a new movable item, this shall be done without obligation for the Seller. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title.

(5) The Buyer is authorised to sell the goods delivered subject to retention of title or the items manufactured therefrom in the course of his ordinary business operations. The Buyer hereby assigns to the Seller by way of security the claims against its customers arising from the sale of the goods or the items manufactured therefrom until full payment of its purchase price claim, namely in the amount of the invoice value of the Supplier's reserved goods contained in the sold item. The seller hereby accepts the assignment.

(6) As long as the retention of title exists, the Buyer may neither assign the goods and the items manufactured from them as security nor pledge them. If the goods or the items manufactured from them are seized or confiscated from the Buyer, the Buyer must inform the Seller immediately in writing.

(7) If the security from the seller's simple, extended and prolonged retention of title exceeds the claims to be secured by 20%, the seller shall release fully paid deliveries in individual cases at his discretion.

(8) If the Buyer suspends payment, the Seller shall have the rights to segregation of the goods set out in §47 of the German Insolvency Code.

(9) The assertion of rights of retention and the declaration of offsetting in relation to our purchase price claim are only possible with undisputed and/or legally established claims. These rights are otherwise excluded.

4. complaint / liability

(1) The Buyer must inspect the goods immediately upon receipt/delivery (obligation to inspect). We must be notified immediately - at the latest within eight days - of any obvious and other apparent defects. Hidden defects must be reported to us immediately - at the latest within eight days - after their discovery. If the goods are not inspected and defects are not reported in accordance with the above provisions and if there is a breach of the obligation to give notice of defects, warranty claims shall be excluded altogether; the goods shall be deemed to have been approved in accordance with the contract.

(2) The customer is obliged - following a complaint - to inspect, examine and / or have us examine the rejected goods. In the event of processing of the goods by the buyer to form a new item, warranty claims against us are excluded.

(3) In the event of justified material defects (undisputed or legally established), we shall provide subsequent fulfilment, rectification or compensation at our discretion. The customer shall only be entitled to withdraw from the contract or reduce the purchase price if the subsequent improvement or subsequent fulfilment is culpably omitted in the individual case despite the setting of a corresponding deadline in advance or fails despite two attempts.

(4) Liability for material defects and consequential damage shall also be excluded if the Buyer has not stored the goods properly, has used them for a different type and/or application or has not informed us of changed application conditions. In addition, claims for damages by the buyer in the event of delayed delivery or for other legal reasons are excluded.

(5) Otherwise, we shall only be liable for intent and gross negligence insofar as the damage does not involve injury to life, limb or health.

5. place of fulfilment / place of jurisdiction

(1) The place of fulfilment and jurisdiction for both contractual partners is the registered office of our company. The law of the Federal Republic of Germany shall apply, with the exception of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The contractual language is German.

6. final provision

(1) Should any provision of our General Terms and Conditions be invalid or void, this shall not affect the validity of the remaining provisions. In place of an invalid provision, the corresponding provision of the "Standard Terms and Conditions of the German Textile Industry" in the version dated 1 February 2002 shall apply.

(2) In accordance with §§ 23, 24, 26 and 43 of the Federal Data Protection Act (BDSG), we would like to point out that we store individual data about you within the scope of the purpose of order processing, which we do not pass on to third parties, unless this is permitted or prescribed by the BDSG or other legal provisions. Spalt, 01.07.2014