Terms & Conditions
General terms of business
Dear English-speaking customers,
the following translation of our terms and conditions is provided as a service to our foreign customers in order to help them understand the terms of our contract and its legal grounds. Please note however that this translastion is for service purpose only and that only the German version is the binding offical text.
1.) Place of Performance
The place of performance for all supplies and services shall be the place of business of Seller.
Jurisdiction & Governing Law
Jurisdiction shall be exclusively at the place of business of Seller, provided a jurisdictional clause is permissible under the law. This contract shall be construed in accordance with the Laws ofGermany , under exclusion of laws pertaining to the international sale of goods, also in the event Buyer’s place of business is abroad.
2.) Subject of Contract
All supplies and services shall be contracted solely for the respectively agreed upon delivery schedules, quantities, articles, qualities,and prices, and shall be binding upon both parties, whereby large orders shall be governed by an supplementary contract. Changes to an issued order shall be permitted if accepted by both parties, and an amendments or extensions to the contract shall be in writing. Buyer shall not be entitled to rescind the contract in part or in whole.
3.) Special orders:
For special orders, Buyer shall accept excesses or shortages in deliveries of up to ten percent (10%). Both parties shall be subject to the terms stated in the contract acceptance. In the event it is determined that the order is not or cannot be completed to the satisfaction of Buyer due to default by a third party such as an embroidery service, seller shall have the right to rescind the contract, whereby Buyer shall not be entitled to claim any damages.
4.) Supply of Goods
Seller's goods shall be delivered ex warehouse. Buyer shall bear the shipping costs, unless Buyer's business establishment for receiving the subject goods is in the same place as Seller's warehouse or in the same place as Seller's supply depot. Buyer shall be charged extra for the packaging if the goods are transported on a Europalett, or if special packaging is requested by Buyer, or if the offer or contract acceptance includes such a stipulation
in writing. If a Europalett is used, Buyer shall cover the cost of the Europalett, unless it is returned to Seller at Buyer's expense.
The goods shall be shipped uninsured, unless otherwise agreed upon in writing. In the event Buyer does not accept the goods by the deadline stated in the contract, seller shall grant a grace period of ten (10) days,
where after it may either demand payment of overdue amounts or rescind the contract and claim damages.
In the event of causes beyond the control of seller such as acts of God, industrial disputes, and actions by authorities, or business interruptions not attributable to seller, which have lasted or are anticipated to last for more than a week, the delivery and acceptance schedule shall be prolonged automatically for five weeks plus the extended delivery period, or for the duration of delays caused by such interruptions, whichever is less. If the goods are not delivered or accepted on time, Seller or Buyer respectively shall be entitled to rescind the contract, subject to notifying the other party in writing by registered post at least two weeks in advance of such rescission.
In the event the time between contract award and delivery is longer than six (6) months and Seller's suppliers meanwhile raise their prices for goods supplied to Seller, seller shall be entitled to pass on such price increases to Buyer, without any special notification. Upon request by Buyer, Seller shall be obligated to provide proof of price increases incurred. Invoices shall be due and payable in full within thirty (30) days. For special orders, Buyers shall make a down-payment of 50% of the order amount within fourteen (14) days of order placement or
acceptance. If Buyer is in default of such payment, seller shall be entitled to grant a grace period of seven (7) days, after which it may rescind the contract and claim damages. If Seller does not rescind the contract, the delivery schedule shall be prolonged automatically by the number of days the down-payment is in default.
The payment terms stated in seller's order acceptance shall take precedence over any other terms.
Payments received shall be applied first to settle any collection expenses and late interest charges incurred, and thereafter to the longest overdue amounts.
6.)Extended Delivery Schedule
The delivery schedule shall be prolonged automatically upon expiry, without special notification, by thirty (30) days or the original delivery period, whichever is less. Upon expiry of this extended delivery schedule, Buyer shall grant another grace period of seven (7) days, after which Buyer shall be entitled to rescind the contract.
Rescission of the contract pursuant to Article 1 shall not apply if, during the extended delivery schedule, Buyer notifies Seller that it insists on contractual performance. seller shall nevertheless be released from its obligation to supply the goods, if upon an enquiry made by seller during the extended delivery schedule Buyer does not expressly state its intention to insist on contractual performance. Firm deals shall not be undertaken. In the event Buyer intends to file damage claims for non performance,Buyer shall be obligated to grant Seller a four week period of
grace under the stipulation that upon expiry of such an extension Buyer may reject performance by Seller.
This grace period shall be calculated from the day on which Buyer sends the no¬tification by registered mail, whereby this provision shall apply pursuant to Artic¬le 1 in lieu of contract rescission stated therein, only if seller receives notification of the grace period granted by Buyer during the extended delivery schedule. For goods in stock ready for shipping, the extended delivery schedule shall be a maximum of five (5) days, unless otherwise stipulated under Articles 1 and 2. Buyer shall not be entitled to claim damages for late delivery before
expiry of the extended delivery schedule.
7.) Notification of Defects
Seller shall be notified of complaints in writing within eight (8) business days following receipt of the goods.
No claims shall be admissible in respect to goods supplied following any partial or complete modifications thereof, including any improper handling by a laundry service. Complaints shall not be admissible in respect of deviations common in the trade or for minor deviations in quality, color, width, weight, equipment, or design of the goods.
Justified complaints shall entitle seller to either improve the goods or deliver goods free of defects within ninety (90) days after the defective goods have been returned. Statutory provisions shall apply following expiry of this deadline, and also to any hidden defects.
8.) Payment Terms
An invoice shall be issued on the day the goods are delivered or available, whereby post dating is not permissible unless otherwise agreed upon in writing. Seller shall be entitled to deliver the goods earlier than the scheduled date, if feasible. seller. If the goods are attached by a third party, Buyer shall notify seller immediately and also inform the third party of the attendant vendor's lien. The following terms shall apply in the event the goods are modified
or utilized and subsequently sold: – Ownership of the goods supplied shall be retained by seller until
Buyer has paid for the goods in full. – Buyer's right to modify or utilize and sell the conditional goods in the normal course of business shall expire when Buyer suspends payments or when bank ruptcy proceedings are initiated against Buyer's assets.
– The Buyer herewith assigns to seller any receivable from a sale of conditional goods, which seller hereby accepts.
– Buyer shall not be permitted to pledge or transfer ownership by way of security to the conditional goods or assigned receivables.
– The Buyer shall, immediately after suspending payments or upon announcing suspension of payments, be obligated to provide seller with a list of the goods subject to vendor's lien.
9.) Overdue Payments
Overdue payments shall be charged interest at the rate of 3% above the current base interest rate permissible in Germany. In the event invoiced amounts have not been paid in full when due, including any collection costs and late interest charges, seller shall have the right to withhold further deliveries to Buyer under any ongoing or supplementary contract. If Buyer is in default of payment or if its financial circumstances deteriorate substantially, seller shall – subject to revocation of the contractual payment terms – be entitled to demand payment in cash, a prepayment, or collateral prior to supplying the goods.
10.) Method of Payment
Payments shall be made by check or direct deposit. A bill of exchange shall be accepted as payment subject to an agreement in writing. The Buyer’s rights to offsets against receivables shall be valid only if they are unchallenged or legally enforceable, but Buyer shall not be entitled to withhold outstanding payments in part or in whole, or to make any other deductions from the invoice amount. If a bill of exchange is accepted as payment pursuant to an agreement in writing, any bank or interest charges and collection expenses incurred shall also be reimbursed. Bills of exchange or letters of acceptance with a term of over three (3) months are unacceptable.
11.) Vendor’s Lien
The goods supplied shall be conditional, subject to vendor's lien until payment in full is received. Buyer shall be entitled to sell or utilize the goods in the normal course of business, but shall not be entitled to pledge the goods or transfer ownership by way of security to the benefit of a third party without the prior consent of
If there is a delay of more than five weeks in supplying the goodsand Buyer, upon making an enquiry, is not informed immediately that the goods shall be deemed to have been supplied or accepted on time, Buyer shall be entitled to rescind the contract immediately,
whereby no damage claim entitlements shall ensue under such circumstances.
Jurisdiction of any disputes arising from or in connection with this contract shall be at a court of law or at an agreed upon arbitration court, whereby the former shall take precedence over the latter, unless otherwise agreed to in writing.
Circumvention of payments and delivery terms, especially in respect of transactions for third party accounts is inadmissible. The Buyer's payment and delivery terms shall not be accepted and are hereby expressly excluded from these terms.
If any provision of these payment and delivery terms is declared or becomes void or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall be obligated to replace the affected provision with a valid one that best reflects the intent of the invalid provision.