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GTC
Selling and delivery conditions
General Terms and Conditions
§ 1 General
Solely our selling conditions apply. We do not appreciate contradictory or deviating terms of the purchaser, if we have not agreed with these terms in writing. Our conditions also apply, if we execute the order implicit, in knowledge of contradictory or deviating selling and delivery terms of the purchaser. Our terms are also valid for future dealings with the purchaser.
§ 2 Deliveries
The delivery of sold goods takes place from Mönchengladbach. Delivery costs are charged to the purchaser.
Orders for goods that are sold by the meters are always accepted in the nearly multitude. Deviations can always be noticed as following:
For orders below 1000m 20%
Orders among 1000 – 5000m 15%
Orders among 5000 – 10000m 10%
For larger orders Deviations of 5% are valid.
Orders with custom made products – e.g. with weave in – are also accepted in nearly multitude. The principal will always have to accept a deviation of 15%. When it is about custom made products the purchaser also has to acquire up to 15% of second rate quality, where at the purchaser will be granted a suitable discount. Sample coupons and sample parts, created on demand of the purchaser, cannot be taken back by the seller after delivery and account.
§ 3 Interrupt of the delivery or the receipt
Should the delivery or the receipt not be possible, because of reasons the purchaser or the seller is not responsible for, especially because of acts of nature , strike, lockout or official and legal measures, the date of delivery extends accordingly.
This is also valid for deliveries to the purchaser, that cannot be delivered in time, for reasons, he is not responsible for. An extension of the delivery period does only occur, if the purchaser or seller informs the trade partner by writing of the delay.
§ 4 Grace Period of delivery
Should the Seller not be able to deliver the goods just in time, the purchaser has to concede a grace period of 4 weeks. For mailable and explicitly and clearly marked as such in-stock products the grace period amounts 2 weeks. For custom made products a grace period of up to 8 weeks is valid. The grace period begins earliest with the end of the period of delivery and is counted from the day, the purchaser informs the seller by writing. Before the grace period has ended any charges by the purchaser because of delayed delivery are not valid. Damages because of delayed delivery can only be claimed by the purchaser against the seller, if the seller delayed the delivery through gross negligence or with intent. Short selling is not done.
§ 5 Right of Withdrawal of the seller
The seller has a right of withdrawal, if his supplier does not produce the ordered goods anymore or does not deliver , despite repeated demands, because of other reasons, the seller is not responsible for, as well as other reasons of outage of the delivery that are not caused through gross negligence or with intent. In this case any Compensation claims by the purchaser are invalid. Further the seller has a right of withdrawal in case of a default of payment or the seller might notice circumstances about the person or the pecuniary circumstances of the purchaser, which might cause the risk that the purchase price cannot be paid. Should the Seller use his right of withdrawal in this case, he is authorized to claim compensation for the expenditure or other damages.
§ 6 Claim and Warranty
Objections for open defects have to be made directly and are only considered as such, if these are directly asserted after receipt of the goods. As open defect amongst others the quantity, weight, width, fastness wet and dry, residual shrinkage after washing and steaming, fabric stability and seam slippage, colour sequence in warp and weft, elongation wet and dry as well as the pilling hast to be inspected. To uncover hidden defects in raw fabric, it is necessary to test the goods, before further processing for example through bleaching, colouring etc. After cutting or any other kinds of processing of the delivered goods, any objection is excluded. Notifications of defects ensue written towards the management of the seller. Commercially or technical not preventable deviations towards the quality, colour, width, fabric structure, weight, equipment and the design do not entitle to charge complaints. If the good does fulfill commercial or accordingly to price demands of quality, especially if it is about cheap imported goods with typical deficiencies no complaints can be charged. In case of an entitled complaint a credit for that cannot be higher than the originally value. The return of insufficient goods is not permissible.
§ 7 Payments
1. Invoices are made out on the day of delivery or the provision of the goods
2. Invoices are, as long as not anything else was agreed, payable as follows:
Within 10 days of issue of the invoice with 4 % express payment discount.
From 11. to 30. day after issue of the invoice with 2,25% discount
From 31. to 60. day after issue of the invoice net.
3. Drafts shall only be accepted after special agreement and only in lieu of payment. Discount fees and collection expenses will be charged to the buyer. If salesman change is accepted in place of cash money, cheque or transfer, then becomes in the taking in of the changes after the net goal of 61. days starting from rendering of invoice an addition of 1% of the amount of a bill of exchange computes.
4. Alterations of the adjustment way are to be announced 3 months before.
5. Payments are always used for the payment of the oldest due debit items plus the interests accumulated on it.
6. For the day of the dispatching of the payment the post office outlet stamp is relevant. During bank credit transfer the day before the credit note of the bank of the salesman applies as the day of the dispatching of the payment.
§ 8 Default in payment
With delay of payment of the buyer or with threatening inability to pay or other substantial degradation of financial circumstances of the buyer the salesman can require cash payment for still pending supplies.
The set-off along and the retention of due invoice amounts is permissible only with undisputed or validly determined demands.
§ 9 Retention of title
The supplied goods remain up to the payment property of the seller. The buyer may sell or process the reservation commodity in the normal business concern. Any kind of pledging or chattel mortgage in favour of third parties is excluded. In case of seizure by third parties, the buyer has to inform the seller immediately.
For the further selling or processing of the goods, there is following addition:
The delivered goods remain up to the complete payment of all demands charged to the buyer property of the seller.
The empowering to sell or to process the goods in the normal business concern ends with a stoppage of payments or in case of insolvency proceedings or when an arrangement with the creditors to avert bankruptcy is requested. In this case the buyer is obliged to return the whole unprocessed goods after the first request by the seller. The seller will pass to the buyer's credit any proceeds which he is able to obtain from the best possible utilization of such unprocessed goods (§254 BGB). A disclaimer of the unprocessed goods is no rescission of the contract.
Pledging or chattel mortgage of these goods is not valid.
The buyer will not remain the property of the goods through processing (BGB §950). The processing is done by the buyer for the seller, without any compensation. In case of processing, the seller will receive a co-ownership to the newly formed product in height of the worth of the unprocessed goods.
The buyer assigns the demands of a further selling, also in that way, if the goods are processed. The assignment is limited to the worth of the goods that have been processed to a new good.
The seller will not collect the assigned claim, as long as the buyer will fulfill his liability to pay. But the buyer is obliged to name his third party debtors on demand of the seller. He is entitled to collect the claims as long as he fulfills his liability to pay and the seller gives other instructions.
The retention of title remains existing also if individual demands of the salesman are taken up to a current calculation and the balance is drawn and recognized.
If the value of existing security for the salesman exceeds all demands around more than 10%, then the salesman upon the requests of the buyer is obligated to the release of collateral after his choice.
The salesman is to be informed by seizing immediately under indication of the seizing creditor.
The purchaser is obliged to inform the seller about the remaining goods, even if they are processed, and the demands to third party debtors, if he does not fulfill the payments.
The Property of the goods remain to the seller up to the complete exemption of contingent liabilities (cheque exchanges), which the salesman has received in the interest of the buyer.
§ 10 Design protection / third party rights
All designs, colours, compilations, models etc. are protected by the German design model law, as long as the seller does not declare the contrary when the contract was taken out. Any kind of imitation and other breaches of the trademark right are legally pursued by the seller. When placing the order of design creation of a given sample by the buyer, he is obliged to watch out, that no protection rights of any kinds by third parties have been infringed. Otherwise, the buyer is obliged to free the seller of any demands and claims by the protection right holders.
§ 11 Place of performance and legal venue
The seller’s head office is the place of performance and legal venue for all mutual claims. The purchasing rights of the German Civil Code and of the Commercial Code are valid.
§ 12 Limitations of liability
Claims charged to the seller because of the infringements of contractual obligations are excluded, as long as the damage is not caused by intent or gross negligence, except it has been a culpable violation of the essential contractual obligations that must be maintained to fulfill the purpose of the contract. This is also valid, if the damage is caused by a legal or vicarious agent of the seller. As long as the seller is not obliged to pay compensation because of intentional or gross negligent violation of essential contractual obligations the liability is limited to the typical and predictable damages listed in the contract. The seller is especially not responsible for the loss of profits, damage caused by defects, production downtimes in case of failures of the contract was concluded and not for damages that exceed the positive interest. In case of the loss of considered characteristics this limitation of liability is only valid, as long as the liability is not clearly covered by the guarantee. The liability of bodily injury and mandatory statutory regulations remain intact.
§ 13 Final clause
The invalidity of one of these provisions in the general terms and conditions for sales and payment does not affect the general validity. Invalid provisions are replaced by the valid unified conditions of the German textile industry in their respective version. This is also valid for additions to the GTC. May the unified conditions of the German textile industry do not fill through invalidity accrued gaps the regulations of the German Civil Code and of the Commercial Code are valid.
