Terms and Conditions
- Offer and acceptance of orders
Offers and acceptance of orders are subject to the following terms and conditions of sale and delivery. The validity of conflicting terms and conditions of the buyer is expressly excluded. They shall only apply if they are expressly recognized by us in writing. Association conditions of suppliers are also not valid without express individual agreement. All offers are non-binding and subject to change. We reserve the right to make technical changes as well as changes in shape, color and/or weight within reasonable limits. The acceptance of orders is only legally binding if it is confirmed by us in writing. Acceptance of our performance shall be deemed to be acceptance of our terms and conditions even if the buyer confirms our delivery with deviating terms and conditions.
- Delivery
Unless otherwise agreed in writing, delivery shall be made uninsured ex place of dispatch or ex warehouse for the account and at the risk of the buyer. The agreement of delivery dates is generally excluded. Exceptions require our written confirmation. Even in these cases, delivery difficulties that occur with us or our suppliers, whether due to force majeure, official measures, operational disruptions, interruption of the supply of raw materials or for other reasons for which we are not responsible, shall entitle us to claim a reasonable subsequent delivery period, which shall at least correspond to the duration of the delivery difficulty, but shall not exceed 8 weeks. In this case, both parties have the right to withdraw from the contract after the expiry of this period. However, the buyer is obliged to notify us of the exercise of the right of withdrawal at least 14 days in advance by registered letter. Claims of the buyer for replacement delivery or for damages due to non-fulfillment are excluded in these cases. The risk is transferred to the buyer when the delivery leaves the warehouse or is made available to the buyer.
- Empty packaging material
The packaging material (boxes, cartons, sleeves, etc.) shall remain our property. The buyer is obliged to treat them with care. The packaging material must be returned to the supplier in perfect condition within 3 months, carriage paid. If we have not received it back after 3 months, it is assumed that the buyer wishes to purchase it, so that we will charge the packaging material at cost price. Our claim in this respect is due immediately.
- Pricing and payment
All prices quoted are non-binding. We are also entitled to levy price surcharges after conclusion of the contract if calculation components of the price have changed. In addition to fees of all kinds, these include public charges, taxes and customs duties, freight surcharges, list price increases by our suppliers and the like. If the above-mentioned conditions are met, which lead to a new increased price calculation, the increased price shall be deemed to have been agreed at the time of delivery. Payment of the purchase price must be made regularly without deduction in EUR or the currency of the invoice issued. Discounts, rebates and payment terms require special agreements and are shown separately on the invoices. The purchaser may only offset or assert a right of retention against our claims if the counterclaim is undisputed or has been legally established. We reserve the right to accept bills of exchange in each individual case. In any case, they shall only be accepted on account of payment. Bills of exchange and checks shall only be considered payment upon redemption. When the invoice becomes due, the buyer shall be in default without a reminder. If the buyer allows a bill of exchange to be protested or if a check is not honored or if he is more than 10 days in arrears with a due claim, all claims arising from the business relationship shall become due immediately. In the event of late payment, subject to further rights, interest of at least 5% above the respective discount rate of the Deutsche Bundesbank shall be due on the outstanding amount. If the buyer does not pay within a reasonable period of time to be set with the reminder despite the due date of the claim and a reminder from the seller, the seller shall be entitled to withdraw from the contract without the need to set a further deadline, notwithstanding the rights arising from the default. We may also demand the return of the goods without withdrawing from the contract. In the case of partial or successive delivery transactions, we are also entitled, at our discretion, to subsequently demand advance payments for the outstanding deliveries or sufficient securities if the buyer is in arrears with payment for previous deliveries. The seller shall also be entitled to the above rights if serious doubts arise as to the customer's ability to pay. Payments shall always be made in accordance with §§ 366/367 BGB.
- Reservation of ownership
The delivered goods shall remain our property until full payment of all our claims within the scope of the business relationship, including all ancillary claims (in the case of payment by check or bill of exchange until they have been honored), if applicable, until all our claims from an existing current account relationship with the buyer have been settled. However, the buyer may sell or process the goods in the ordinary course of business. If the delivered goods are treated or processed, the treated or processed item shall become our property in deviation from § 950 BGB. If a new item is produced from the goods delivered by us together with goods delivered by a third party subject to retention of title, we shall be entitled to co-ownership of this new item within the meaning of § 947 BGB until all claims against the buyer have been paid in full. The same shall apply in the event that the goods delivered by us are mixed. The Buyer shall store the goods owned by us as security for us free of charge. The buyer is obliged to insure these goods adequately against fire and theft. Any claims for insurance benefits to which he may be entitled as a result are hereby assigned to us in advance insofar as they relate to the goods in our ownership. The buyer is not entitled to pledge the goods delivered by us or in our ownership or co-ownership in accordance with the above conditions to third parties or to assign them as security without our consent. The buyer may sell the goods in our ownership or co-ownership in the normal course of business and at a reasonable price for us and at the same time assigns to us in advance the claims arising against his customer. No further agreement is required for the transfer of these claims to us; the assigned claims are determined on the basis of the buyer's customer accounts and his business correspondence, his stock and production records. Upon request, the Buyer shall be obliged to provide us with a precise list of the assigned claims, stating the third-party debtors, the amount of the individual claims, invoice date, etc., or to convert these undisclosed assignments into open ones at our request. The buyer is also obliged to provide precise information on the creditworthiness of the third-party debtors at our request. We are entitled, at our discretion, to demand payment to us from the third-party debtors and undertake to reimburse the buyer or co-owner (in accordance with §§ 947/948 BGB) immediately for any amounts that exceed our claims. As long as the buyer regularly complies with the term of payment, he shall remain entitled to collect the claims transferred to us in his own name. However, in the event of the target being exceeded or a significant deterioration in his financial situation, the buyer is obliged to send us a list of all claims against his customers to which we are entitled immediately upon our request, at the latest within 3 days, in order to leave the collection of these claims to us. The buyer irrevocably authorizes us to inform his customers of the transfer of claims at any time and to collect the claims. Our right of ownership shall also apply vis-à-vis the forwarding agent to whom the goods are handed over by us, by the Buyer or by third parties. If, according to the above provisions, the value of the goods remaining in our ownership or transferred to our ownership or the claims against the buyer's customers assigned to us as security exceeds the amount of our claim against the buyer by more than 20%, the buyer has the right to demand release of the claims exceeding this amount transferred as security or corresponding partial stocks of the goods in our ownership as security. In this case, he must provide us with a complete list of the goods in our ownership or co-ownership which are stored for us on his premises and the claims against his customers to which we are entitled and, on request, provide us with details of the payment circumstances of the debitors of these claims. We shall be entitled to decide which security interests are to be released. If the buyer exceeds the term of payment or if his financial circumstances deteriorate considerably or if he violates one of the obligations arising from the agreed reservation of title, the entire remaining debt shall become due immediately. In such cases, we shall be entitled to reclaim the goods in our ownership without this constituting a withdrawal from the contract. The buyer has no right to possession. In this case, we are entitled to utilize the delivered goods as best as possible for the buyer. Withdrawal from the contract shall only take place as soon as we notify the buyer of any other utilization of the reclaimed goods and the credit note issued to him for this purpose. We must be notified immediately of any access by third parties to goods subject to our retention of title or claims to which we are entitled. The buyer must also inform us if an application is made for the opening of composition or insolvency proceedings against his assets or if such proceedings have been opened.
- Complaints
Complaints must be notified to us in writing within 2 weeks of receipt of the goods at the latest. After cutting or otherwise commenced processing of the delivered goods, any complaint is excluded. Customary or minor technically unavoidable deviations in quality, color, width, weight, finish or design may not be objected to. We cannot accept any liability for absolutely uniform dyeing of the goods by the customer. The delivery of dyed goods is subject to certain irregularities in color. The fastness of the color cannot be guaranteed unless otherwise agreed. Complaints must be made by sending in supporting documents, samples, packing slips, box details, etc. The right of complaint expires in any case 8 weeks after receipt of the goods. In the event of defects in the goods, we shall initially provide warranty at our discretion by repairing or replacing the goods within 14 days of receipt of the returned goods. Returns of all kinds must always be carriage paid. If the subsequent performance fails, the customer may, at his discretion, demand a reduction in payment (reduction) or rescission of the contract (withdrawal). In the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract. The customer shall bear the full burden of proof for all claim requirements, in particular for defects themselves, for the time of discovery of the defect and for the timeliness of the notice of defects. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have maliciously caused the breach of contract. The warranty period is 1 year from delivery of the goods. In principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual quality of the goods. Our obligations arising from a notice of defects shall be suspended as long as the buyer withholds a due payment.
- Distribution
If the buyer places an order without declaration before conclusion how the delivery is to be divided up, it shall be accepted at approximately equal monthly intervals over the delivery period. If the buyer has reserved the right at the time of conclusion of the contract to make a division, he must state this within 2 weeks of our written request or within a period to be agreed with us. Our obligation to deliver is not valid until the distribution has been accepted by us in writing. If the buyer does not give up the distribution requested by him in good time, we shall be entitled to carry out the division ourselves in accordance with the above-mentioned aspects or to withdraw from the contract or to demand compensation for non-performance. If there are several contracts, the deliveries shall be credited to the oldest contract in case of doubt.
- Labeling of goods
If we supply items which are marked with a trademark, these items may only be used in connection with the products manufactured by the buyer with our separate consent or with the written consent of the trademark owner.
- Property rights of third parties
If deliveries are made according to drawings or other information provided by the buyer and if this infringes third-party property rights, the buyer shall indemnify us against all third-party claims; in this case we shall not be obliged to fulfill the contract, but shall be entitled to demand reimbursement of the costs incurred to date.
- Copyright on business documents
We reserve the property rights and copyrights to cost estimates, drawings and other documents in the offer. They may not be made accessible to third parties. They must be returned to us immediately upon request or if the order is not placed.
- BISFA und INCOTERMS
In addition to our terms and conditions, the BISFA regulations of the International Association for Synthetic Fiber Standards shall apply to the performance of the purchase contracts and to any subsequent inspection. Customary trade formulas such as fob, cif etc. shall apply in accordance with the INCOTERMS of the International Chamber of Commerce in the version valid at the time of conclusion of the contract.
- Applicable law, place of performance and jurisdiction
The law of the Bundesrepublik Deutschland is applied. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. The place of performance is Radevormwald and the place of jurisdiction is the Wipperfürth Local Court or Cologne Regional Court for all claims arising from the contractual relationship.
- Data processing
By accepting the order confirmation, the buyer consents to the processing of the personal data arising in connection with the business relationship in our electronic data processing.
- Severability clause
If any provision of these Terms and Conditions of Sale and Delivery is invalid or void, we agree with the Buyer that, in case of doubt, the partial invalidity or voidness shall not extend to the entire Terms and Conditions of Payment and Delivery.