Delivery and payment conditions
1.) General
We deliver according to the following delivery and payment conditions. We do not accept any purchasing conditions to the contrary. Oral agreements deviating from the terms of these delivery and payment conditions must be confirmed by us in writing by letter or by email in order to be effective.
Furthermore the harmonized Conditions of the German Textile Industry shall apply in their current version.
2.) Delivery and Shipping Risks
If the goods are shipped to the Buyer at his request, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the time the goods are handed over to our shipping agent. Unless agreed upon otherwise, we shall determine the type of packaging and shipping. If the Buyer opts for delivery by express or courier and/or post freight, he shall carry the additional costs for these delivery options.
3.) Complaints and Claims for Defects
Pursuant to Section 377 HGB [Handelsgesetzbuch = German Commercial Code], obvious defects must be reported immediately, at the latest within 3 days after receival of the merchandise; hidden defects must be reported immediately after being discovered. The kind and gravity/extent of the defects must be reported together with the way bill and/or invoice number. The rejected goods must be kept available for inspection. They must be stored and handled in a manner that is appropriate for the type of product. Discrepancies in the number or type of items in a shipment can only be accepted if they are noticed immediately upon delivery and are recorded on the receipt. If the complaint is justified and is made in due time, we shall remedy the defect merchandise by way of subsequent fulfillment. Pursuant to statutory regulations, we have the right to refuse such subsequent fulfillment. If subsequent fulfillment is refused, is ineffective or is unacceptable for the Buyer, he shall have the right to withdraw from the contract or may claim a reduction of the purchase price pursuant to the terms of the following paragraph.
The Buyer shall have the right to withdraw from the contract (unless such a withdrawal is legally excluded) or to claim a reduction of the purchase price only if a reasonable grace period granted by him for subsequent fulfillment has elapsed without results, unless setting a deadline is dispensable under existing statutory regulations. In the event of a withdrawal, the Buyer shall be liable for any deterioration and loss through negligence and intent.
The warranty period shall be 24 months after passing of the risks.
4.) Damages Claims
Our liability for damages caused by a violation of contractual duties shall be limited to cases of gross negligence and intent. For prejudice resulting from late delivery, we shall be liable in cases of minor negligence to a maximum of 5 per cent of the agreed-upon purchase price. A limitation of liability for damages shall not apply if, through minor negligence, the Buyer has suffered loss of life, bodily injury or property damage.
5.) Reservation of title
We shall retain the title to the delivered goods until we have received full payment of all accounts receivable, including future accounts arising from the business relationship, as well as outstanding accounts, incidental claims, damages claims, etc. The Buyer shall reserve his provisional title to the goods against his Purchaser until said Purchasers have paid in full. Third parties and/or enforcement officials must be informed of our title. It is irrevocably agreed with the Buyer that the claims from the resale of our goods to third parties shall be transferred to us as of this date as security, i.e. in the amount of the value of said resold goods. At request, we shall be obliged to release, at our discretion, the securities given to us, provided their value exceeds all accounts to be secured by 20 per cent.
6.) Prices/payment conditions
All consignments shall be invoiced in EUR at the prices valid on the day of dispatch. Provided no other agreement has been made, payment for the invoiced amount must be received by us no later than 10 days after the date of invoicing. The Buyer may not refuse or delay payment on the basis of possible counter-claims, nor offset such payment against counter-claims, unless such counter-claims have been accepted by us or established by a court.
7.) Place of Jurisdiction and applicable law
The place of jurisdiction for both Parties shall be Mülheim/Ruhr (Germany), provided the Buyer is a merchant pursuant to the German Commercial Code. The laws of the Federal Republic of Germany are applicable to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
8.) Partial Invalidity
If individual provisions of these delivery and payment conditions should be or become invalid, this shall not affect the validity of the provisions as a whole. To replace the invalid provision, a provision must be agreed upon that best corresponds to the business purpose of the invalid provision.