General Terms and Conditions of Sale
1. Scope; Order Confirmation
1.1 Our Terms and Conditions of Sale apply exclusively. Any conflicting or deviating conditions of the Buyer are not applicable, even if we have failed to expressly object to them.
1.2 Our Terms and Conditions of Sale also apply to all future business relations with the Buyer, in particular also to sales at trade fairs or from stock.
1.3 An order of the Buyer is only and to such an extent binding upon us, if and as we confirm such order within ten weeks following receipt of the order, or in the absence of such
order give notice to the Buyer that the ordered goods are ready for collection.
2. Withdrawal; Advance Payment;
Discontinuance of Delivery; Extension of Time
2.1 If the scope of delivery according to our order confirmation falls below the volume of the order and/or contains delivery dates deviating from the order, the Buyer may withdraw
from the contract within ten days following receipt of our confirmation, to the exclusion of any claims for damages.
2.2 If subsequent to contract conclusion we learn about circumstances obviously jeopardizing our claims, in particular if the financial circumstances are subject to considerable
deterioration, or in case of a default of payment, a clearance sale, an insolvency petition, or in cases where a credit insurance company is not willing to insure an order of the
Buyer, we are entitled to demand advance payments or securities, or to withdraw from the contract. The agreed delivery dates will under these circumstances be deemed to
have been suspended.
2.3 In the event of force majeure of any kind and in case of business disruptions of any kind, also occurring in the production plants or at the transport enterprises commissioned by
us, for which we are not responsible and which actually or presumably extend over a period exceeding one week, each and any time limit imposed on us will automatically be
extended by the duration of such disruption, however by a maximum period of five weeks plus a deadline for delayed delivery, if we have immediately informed the Buyer about
the disruption as soon as we became aware of our inability to comply with the regular time limit, and if performance of contract within the extension of time is obviously not
excluded.
2.4 If we have failed to punctually inform the Buyer in the above mentioned way, or if the disruption extends over a longer period than specified above, the Buyer can withdraw from
the contract by giving at least two weeks prior notice in writing.
2.5 Any claims for damages are excluded, as far as the respective contracting party has complied with its obligations according to articles 2.3 and 2.4.
3. Deadline for Delayed Delivery
3.1 If the delivery date expires fruitlessly, a deadline for delayed delivery of twelve days applies, without any explanation being required. Following expiration of this deadline for
delayed delivery, withdrawal from the contract is deemed to have taken place to the exclusion of any claims for damages, unless the Buyer has declared within the deadline for
delayed delivery that he insists on performance of the contract. We are released from the obligation to supply in cases where the Buyer has on our request failed to comment
within ten days on whether he insists on contract performance.
3.2 If the Buyer intends to claim damages instead of performance, he must within the deadline for delayed delivery already set us a four weeks time limit in writing, along with the
threat of his refusal of performance following expiration of this time limit.
3.3 Prior to expiration of the deadline for delayed delivery the claims of the Buyer arising from delayed delivery are excluded.
4. Defects; Statute of Limitation
4.1 The Buyer is committed to immediately examine the goods upon delivery, and to immediately inform us about any defects upon their discovery in writing. This obligation to
immediately give notice also applies in cases of hidden defects. The goods are also deemed to have been approved in cases where the Buyer fails to return the goods to us on
our request within a period of one week.
4.2 No objections may be raised to any deviations in quality, fit, colour, weight, equipment or design, which are customary in the particular trade, or of minor significance, or
technically unavoidable.
4.3 In case of justified complaints we have the right to repair the goods or deliver substitute products at our cost within a period of fourteen days as from receipt of the returned
goods. If subsequent improvement has failed or if we have failed to rectify the defects, the Buyer has only the right to reduce the purchase price or to withdraw from the
contract.
4.4 Any justified complaints only referring to one part of a delivery or an order, will basically not entitle the Buyer to extend the rights mentioned in article 4.3 also to other parts,
unless these other parts are in customary practice not to be individually resold.
4.5 Any claims based on defects and claims for damages of the Buyer become statute barred after expiration of one year following delivery of the goods, unless a violation of life,
the body or health is concerned, or a claim arises from gross negligence.
5. Parity in Delivery; Payment; Partial Delivery
5.1 Our prices are quoted free warehouse of the company TEXLOG (71088 Holzgerlingen). All transportation costs and transport incidentals as well as transport risks from that
place are to be borne by the Buyer, even if we ship the goods to the Buyer if so desired by him in the individual case.
5.2 Our invoices are basically issued as per the day of supply of the goods.
5.3 Our invoices are fully payable not later than within 30 days following the date of invoicing in the total amount specified in the invoice. If payment is effected by the Buyer within
ten days, the Buyer is entitled to deduction of a 4% discount. Any further deductions or bank charges at our expense are not permitted. The decisive factor for receipt of any
payment is the date of the credit entry made on our account without reservation; this also applies to cheques or bills.
5.4 We are entitled to perform partial deliveries and separately invoice for such part supplies.
6. Outstanding Payment; Compensation for Damages;
Contractual Exclusion of Set-Off
6.1 As from the 31st day following the invoice date we can demand statutory interest for default. The assertion of a further damage caused by delay remains reserved.
6.2 If the Buyer is in default with payment of an invoice for more than ten days, all further outstanding invoices are payable within a period of five additional days. Thereafter the
above mentioned consequences of delay are applicable.
6.3 If the Buyer fails to collect the goods or returns the goods without justification, or if a case according to article 2.2 is existent, we are entitled to otherwise dispose of the goods,
as far as we have given the Buyer a 10 days prior warning of such other disposal. We are entitled to assert a claim for damages amounting to the loss actually suffered by us,
plus a lump sum for our administrative additional expense amounting to 10% of the price agreed with the Buyer. The Buyer may still furnish evidence of the fact that we have
suffered no or only a minor damage.
6.4 A set-off is only admissible against claims which are uncontested or have been established as final and absolute.
7. Retention of Title
7.1 We retain title to the delivered goods until complete payment of all our principal and collateral claims arising from our entire business relationship with the Buyer. This also
applies in cases where individual claims are included in a current invoice, or if a balance has been drawn and/or acknowledged.
7.2 The Buyer is during the term of the retention of title exclusively entitled to resell the goods within the scope of his customary trading operations. The Buyer is not entitled to
pledge such goods, assign them by way of collateral, or distribute them in special sales. In case of an attachment the Buyer is committed to immediately inform us accordingly
and to provide us with details of the attachment, in particular with all data that are relevant for attachment purposes and with the addresses of the attaching creditor and of the
bailiff. The costs for warding off the attachment shall be borne by the Buyer.
7.3 The Buyer hereby assigns the claims together with all ancillary rights resulting from a resale of the reserved goods to us. As long as the Buyer complies with his payment
obligations towards us, he is authorized to collect the assigned claims. This direct debit authorization will cease to exist in case of circumstances described in article 2.2. In such
event we are authorized by the Buyer to inform the customers about the assignment and to collect the claim by ourselves. For the assertion of the assigned claim the Buyer
must provide us with all necessary information and on demand to deliver a complete and precise compilation to us.
7.4 If we obtain from the collection of claims an amount exceeding the sum owed by the Buyer to us for the reserved goods, we are entitled to set off this amount against other
claims versus the Buyer.
7.5 If we take the goods back by exercising our right of retention of title, or if we bar the Buyer from any further disposal of such goods, this conduct can only be regarded as a
withdrawal from the contract if we have expressly declared such rescission. We are entitled to satisfy our claims arising from returned goods through a sale by private contract.
7.6 The Buyer stores the reserved goods for us free of charge, and must insure these goods against the usual risks to a reasonable extent. Any claims for compensation, which are
insofar due to the Buyer against insurance companies or third parties, will be assigned by the Buyer to us in the amount of our invoice value.
8. Amendments of Contract; Additional Agreements
8.1 Amendments of contract or additional agreements are only valid, if they have been confirmed by us in writing.
8.2 Commercial agents or other sales representatives retained by us are not entitled to accept any notices of defects or similar statements.
9. Place of Performance and Jurisdiction; Applicable Law
9.1 The place of performance for all services rendered under contracts concluded with us is Holzgerlingen, unless otherwise agreed in the individual case.
9.2 The place of jurisdiction agreed for all disputes arising from contracts concluded with us is Sindelfingen, if the Buyer is a merchant.
9.3 German law has been agreed as the governing law.
10. Other Provisions
10.1 The term 'in writing' within the meaning of these Terms and Conditions also covers a transmission via telefax or e-mail.
10.2 Should a provision of these Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions.
10.3 Unless these Terms and Conditions contain a regulation to the contrary or are invalid in whole or in part, the Uniform Terms and Conditions of the German Textile Industry are
insofar additionally applicable as amended.
10.4 This English version of the Terms and Conditions merely represents a translation. In case of doubt the German version is authoritative.
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