Terms and Conditions of Sale EXPORT (E)

 

§ 1 Application

1. These Terms and Conditions shall apply exclusively. The costumer´s Terms and Conditions if contradictory or differing from these Terms are excluded hereby unless prior written consent is given by us. These Terms and Conditions shall apply even if goods are supplied in accordance with the costumer´s contradictory of differing Terms and Conditions.

2. These Terms and Conditions shall apply on this and any subsequent contract even if the contracts are not related to each other and any subsequent contracts are concluded without using one of our appropriate order forms (for example order form for stockroom sales).

 

§ 2 Offer and Acceptance, Sample Supplies

1. Completion of the order form by the Purchaser constitutes a binding offer. A contract shall be deemed concluded if the offer is accepted by us by written confirmation unless subsection 2 applies. Our commercial agents and employees who receive the orders are not entitled to accept any offer.

2. An offer shall be deemed accepted, if we neihter accept nor reject the offer in writing

within 8 weeks from the order date. In the case no futher written confirmation is required.

3. Verbal or other terms of contract, other than agreed herein are not binding unless

confirmed by us in writing. Our commercial agents and sales representatives are not entitled to provide such written consent.

4. In the event that our suppliers fail to supply us with certains fabrics and designs or

production of certains products would be unreasonable as a result of low order volume, we are entitled to reduce the order volume to a deliverable volume. The Purchaser shall have no claims in respect of reduction of the order volume.

5. Orders in respect of sample supplies are accepted only provided the Purchaser

agrees to pay a minimum of 50% of the invoice value. Any Samples which have not been returned to us within 14 days from despatch shall be deemed accepted by the purchaser. We will not accept any samples reaching us after the said 14 days period.

 

§ 3 Payment

You will receive an invoice. The goods will be delivered free of  charge  after payment has been received.

 

§4 Delivery

1. Delivery shall be ex works store Aschaffenburg. Delivery costs to be the responsibility of the costumer.

2. We reserve the right to deliver by instalments.

3. Our goods are manufactured abroad. As is common in the textile industry it may therefore not always be possible to deliver all ordered goods. The Purchaser shall have no claims in this respect.

4. Unless otherwise agreed dispatch takes place without insurance.

5. Unless otherwise agreed goods are transported either on hanging racks or packed flat, by road transport, mail or parcel services, depending on our choice. The Purchaser will be responsible for any costs if any other form of packaging or transportation is required.

6. After expiry of the date of delivery as set out in the order a subsequent period for delivery of 18 days („ the subsequent period“) follows.The expiry of this subsequent period shall be regarded as withdrawal from contract excluding claims for damages and compensation.

7. Withdrawal following subsection 4.6 does not apply in the event of written notification by the Purchaser within the subsequent period that delivery is required.

8. Punctuality of delivery will be determined exclusivly by the day upon which we hand over the goods to the carrier engaged by us with the transport to the Purchaser.

9. We do not enter into contracts where time is of the essence. Our commercial agents and sales representatives are not authorised to enter into such contracts.

10. The Purchaser´s right to claim damages in respect of breach of contract shall be dependent upon the Purchaser having given four weeks´prior notification that acceptance of delivery will be refused and provided further that this notification reaches us within the subsequent period as set out in paragraph 6 above.

11. Risk in the goods shall pass to the Purchaser on our handing over the goods to the carrier an in the particular the Purchaser shall bear the risk during transportation pursuant to paragraph 477 BGB (German Civil Code).

 

§5 Exclusivity

Unless otherwise agreed in writing, we do not grant any exclusivity concerning location, forms, design or colours. Our commercial agents and sales representatives are not authorised to enter into any such agreements.

§6 Guarantee Claims, Complaints, Liability

1. The Purchaser shall examine the goods immediately after delivery. Any defects must be notified to us immediately in writing and in any event no later than 10 days following receipt of the goods, in case of latest defects within 10 days of discovery of defects. Our commercial agents and sales representatives are not entitled to accept such complaints.

2. We are not obliged to accept returned goods for examination regarding alleged defects, unless the Purchaser has notified us in writing of his intended return of the goods, stating invoice number and invoice date. Acceptance of returned goods shall in no case be deemed to constitute acceptance of complaints.

3. In the event of a defect, we reserve the right to deal with this by either remedying the defect or sending a replacement within 3 weeks of receipt of the defective product.

4. In the event that we are either not prepared,or not able, to remedy the defect or supply a replacement or fail to meet the time limit set out in paragraph 3 due to reasons beyond our control or in the event of there being no satisfactory remedy or replacement due to reasons beyond our control, the Purchaser shall be entitled to cancel the relevant part of the contract or request reduction of the purchase price.

5. Damages claims of any type against us, including claims in tort, breaches of contract leading to termination and positive breaches of contract are limited to gross negligence or wilful misconduct on the part of our legal representives or operatives. This applies also to any claims brought by the Purchaser directly against our legal representatives or operatives. Any claim shall be limited to the amount of any typically foreseeable loss. We shall therefore not be liable for any loss not directly

attributable to the subject-matter of the delivery, in particular, for loss of profits or other financial loss of the Purchaser. The same applies to any claims brought directly against our legal representatives or operatives.

6. Paragraph 5 above shall not apply in the event of the Purchaser bringing a claim for damages in respect of breach of warranties pursuant to paragraph 463, 480 subsection 2 of the German Civil Code (BGB).

7. Minor variations regarding in quality, colour, measurements, weights, fittings and or designs which are technically unavoidable shall in no case constitute reason for a complaint.

8. All guarantee claims of the Purchaser including claims for consequential losses shall be subject to a limitation period of 6 months from dispatch of goods. All other damages claims to the Purchaser, particularly those set out in sub – section 5 above, shall be subject to a limitation period of 2 years from dispatch of goods.

 

§ 7 Set-off and Retention

1. The Purchaser may not raise any set-off counterclaim unless this is undisputed or the results of a Judgement of a Court of the applicable law.

2. The same applies for any right of retention to the exent that the Purchaser is a qualified businessman. If this is not the case, he shall have no right to claim retention unless this Counterclaim arises out of the same product.

 

§ 8 Reservation of Title

1. The goods delivered shall remain our prosperty until we have received payment in full of all outstandings sums owed to us by the Purchaser. Insofar as we have agreed to payment of sale price by cheque or bill of exchange, then our title in the goods shall continue to be reserved until any bill of exchange or cheque accepted by us has been cleared. In the event of breach of contract by the Purchaser, in particular late payment, we reserve the right to recover the goods. Such recovery of goods shall not constitute withdrawal from contract, unless expressly confirmed in writing. In the event of recovery of goods we shall be entitled to dispose of them as we think fit. Any profits realised as a result of disposal (less, appropriate disposal costs) will be applied in reduction of any outstanding paymentsby the Purchaser.

2. The Purchaser shall notify us forthwith in the event of distraint or any other interference by third parties with the goods, to enable us to claim our rights in the goods.The Purchaser may only sell the goods in the ordinary course of his business. The Purchaser is prohibited from pledging the goods or given them by way of security to third parties, unless we have provided our written authorisation to do so.

3. We undertake to release our security on request by the Purchaser provided that the value of our security exceeds the claims secured by more than 20%. We reserve the right to choose the goods to be released from our security.

 

§ 9 Jurisdirection and Place of Performance

1. Al present or future disputes arising out of the parties´contractual relations shall be

subject to the jurisdiction of the court at our discretion in Aschaffenburg. We reserve the right however to issue proceedings against the Purchaser in its court of jurisdiction.

2. Place of performance for all contractual obligations of both parties shall be Aschaffenburg, if the Purchaser is a qualified businessman.

 

§ 10 Applicable Law

German law and German commercial customs and technical practice shall govern exclusively on all transactions, including those made by cheque and bills of exchange.

 

§ 11

If any one or more of these Terms and Conditions of Sale shall be become invalid, this shall not affect the validity of the contract and the remaining Terms and Conditions of

sale. Invalid or impracticable terms shall be replaced by valid practicable terms in accordance with the context and meaning of the former.