Conditions

Uniform conditions of the German textile industry
Version: 01.01.2015

§ 1 scope
1. The standard conditions apply exclusively between merchants.
2. The following standard conditions of the German textile industry apply exclusively to all deliveries and services of the seller. The seller does not recognize the general terms and conditions of the buyer unless the seller has expressly agreed to their validity in writing. This also applies if the seller unconditionally performs the services in the knowledge of terms and conditions that conflict with or deviate from the present standard conditions.

§ 2 Place of performance, delivery and acceptance
1. The place of performance for all services from the delivery contract is the place of the seller's commercial branch.
2. The goods are delivered ex works in Germany. The buyer bears these shipping costs. The buyer can determine the carrier. The goods are to be shipped uninsured. A shipping notification can be arranged.
3. Packaging costs for special packaging are borne by the buyer.
4. Sorted and, in the case of combinations, partial deliveries suitable for sales must be made promptly and must be announced in advance. Unsorted are only permitted with the consent of the buyer.
5. If, due to the fault of the buyer, the acceptance does not take place in good time, the seller has the right to choose, after a grace period of 12 calendar days to be set, either to invoice the goods with immediate due date (backorder invoice) or from the contract withdraw or claim damages.

§ 3 place of jurisdiction
Place of jurisdiction (also for lawsuits against bills of exchange and checks) is, at the plaintiff's discretion, the location of a German commercial branch of one of the parties or the seat of the specialist or cartel organization responsible for the seller (insert location). The court first called is responsible.

§ 4 content of the contract
1. The delivery of the goods takes place on certain dates (working day or a certain calendar week). All sales are only made for certain quantities, articles, qualities and fixed prices. Both parties are bound by this. No commission transactions are made.
2. Block orders are permitted and must be limited when the contract is concluded. The acceptance period may not exceed 12 months.

§ 5 interruption of delivery
1. In the event of force majeure, industrial action that is not the responsibility of a contracting party and other non-culpable operational disruptions that have lasted or are expected to last longer than a week, the delivery or acceptance period will be extended by the duration of the disability, but no longer than 5 weeks . The extension only occurs if the other party is immediately informed of the reason for the disability, as soon as it is overlooked that the delivery or acceptance deadline cannot be met.
2. Is the delivery or acceptance in the in. 1 mentioned cases does not take place within the extended delivery or acceptance period, the other contracting party can withdraw from the contract after a grace period of 12 calendar days to be set.
3. In the cases of no. 1 excluded if the respective contracting party in accordance with. No. 1 was sufficient.

§ 6 subsequent delivery period
1. After the delivery period has expired, a subsequent delivery period of 12 calendar days will be set in motion. After this period, the buyer can withdraw from the contract in writing. If the buyer wants to claim damages instead of performance, he must set the seller a 4-week period in writing after the agreed delivery period.
2. For goods in stock and NOS goods ready for dispatch - "never-out-of-stock" - the subsequent delivery period is 5 working days. In the event of non-delivery, the buyer must be informed immediately. For the rest, the provisions of para. 1.
3. Claims of the buyer due to late delivery are excluded before the expiry of the subsequent delivery period insofar as § 8 prov. 2 and 3 do not apply.

§ 7 notice of defects
1. Complaints regarding defects are to be sent to the seller within 12 calendar days of receipt of the goods at the latest. The buyer must report hidden defects to the seller immediately after their discovery.
2. After cutting or otherwise started processing the delivered goods, any complaint about open defects is excluded.
3. Minor, technically unavoidable deviations in quality, color, width, weight, equipment or design may not be objected to. This also applies to deviations customary in the trade, unless the seller has declared in writing a sample-correct delivery.
4. If there are justified complaints about open defects, the buyer has the right to repair or delivery of defect-free replacement goods within 12 calendar days after receipt of the goods, at the choice of the seller. In this case, the seller bears the freight costs. If the supplementary performance has failed, the buyer only has the right to reduce the purchase price or to withdraw from the contract, unless § 8 prov. 2 and 3 apply.
5. In the event of a hidden defect, the buyer only has the right to reduce the purchase price or to withdraw from the contract, unless § 8 prov. 2 and 3 apply.
6. If the notice of defects is not made in time, the goods are considered approved.

§ 8 compensation
1. Claims for damages by the buyer are excluded, unless otherwise agreed in these conditions.
2. The exclusion in para. 1 does not apply insofar as liability according to the Product Liability Act, in the event of intent, gross negligence on the part of owners, legal representatives and senior executives, malice, non-compliance with an assumed guarantee, culpable injury to life, limb or health or culpable There is a breach of essential contractual obligations; Essential contractual obligations are those whose fulfillment shape the contract and on which the buyer can rely. A claim for damages due to violation of essential contractual obligations is limited to the contract-typical and foreseeable damage, unless there is another case mentioned in sentence 1.
3. A change in the burden of proof to the detriment of the buyer is not associated with the above regulations.

§ 9 payment
1. The invoice is issued on the day of delivery or provision of the goods. Postponing the due date (value date) is fundamentally excluded.
2. Invoices are payable:
1. within 10 days after invoicing and dispatch of goods with a 4% express account
2. from the 11th to the 30th day after invoicing and dispatch of goods with a 2.25% discount
3. net from the 31st to the 60th day after invoicing and dispatch of goods.
From the 61st day, default occurs according to § 286 Paragraph 2 No. 1 BGB.
3. If the seller accepts bills of exchange instead of cash, check or bank transfer, a surcharge of 1% of the bill of exchange amount will be charged upon acceptance of the bill of exchange according to the net target from the 61st day after invoicing and dispatch of goods.
4. Instead of the above regulation, it can be regulated as follows, provided the buyer is bound to it for at least 12 months:
Bills
to be paid with a 4% discount on
to be settled with a 2.25% discount on
to settle net on
1st - 10th of a month
15th of the same month
5th of the next month
5th of the month after next
11th - 20th of a month
25th of the same month
15th of the next month
15th of the month after next
21.- Ultimo of a month
5th of the next month
25th of the next month
25th of the month after next
Paragraph 1 applies to the type of regulation. 1-3 accordingly.
5. Changes to the regulation must be announced 3 months in advance.
6. Payments are always used to settle the oldest due debt plus the interest on arrears accrued thereon.
7. The final credit to the seller's account is decisive for the timeliness of the payment.

§ 10 Payment after the due date
1. For payments after the due date, interest of 9 percentage points above the respective base rate in the sense of § 247 BGB will be charged. Otherwise, Section 288 of the German Civil Code applies.
2. Before full payment of due invoice amounts including interest, the seller is not obliged to make any further deliveries from current supply contracts. The assertion of damage caused by delay remains reserved.
3. In the event of a significant deterioration in the financial situation, such as impending insolvency or late payment, the seller can refuse to perform the service for all delivery contracts that are based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. Otherwise, Section 321 of the German Civil Code applies. Section 119 InsO remains unaffected.

§ 11 Offsetting and retention
The offsetting and retention of due invoice amounts is only permitted with undisputed or legally established claims, provided that these are not claims for damages that are closely related to the purchaser's claim to faultless performance of the contract.

§ 12 retention of title
1. The goods remain the property of the seller until full payment of all claims from goods deliveries from the entire business relationship, including ancillary claims, claims for damages and cashing checks and bills of exchange. The retention of title remains even if individual claims of the seller are included in a current invoice and the balance is drawn and recognized.
2. If the goods subject to retention of title are combined, mixed or processed by the buyer to form a new movable item, this is done for the seller, without this being obligated. By combining, mixing or processing, the buyer does not acquire ownership in accordance with §§ 947 ff. BGB on the new thing. In the case of connection, mixing or processing with items that do not belong to the seller, the seller acquires co-ownership of the new item according to the ratio of the invoice value of his reserved goods to the total value.
3. If a central regulatory body that takes over the del credere is involved in the business transaction between the seller and the buyer, the seller transfers the ownership when the goods are dispatched to the central regulatory body with the condition precedent of payment of the purchase price by the central regulator. The buyer is only released after payment by the central regulator.
4. The buyer is only entitled to resale or further processing if the following conditions are taken into account:
a) The buyer may only sell or process the goods subject to retention of title in the ordinary course of business, provided that his financial situation does not subsequently deteriorate significantly.
b) The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods - including any balance claims - to the seller. The seller accepts this assignment.
c) If the goods have been combined, mixed or processed and the seller has acquired co-ownership of them in the amount of his invoice value, he is entitled to the purchase price claim proportionately to the value of his rights to the goods.
d) If the buyer has sold the claim within the scope of real factoring, the buyer assigns the claim against the factor in its place to the seller and forwards his sales proceeds to the seller in proportion to the value of the seller's rights to the goods. The buyer is obliged to disclose the assignment to the factor if it is more than 10 days past due with the settlement of an invoice or if its financial situation deteriorates significantly. The seller accepts this assignment.
e) The buyer is authorized as long as he meets his payment obligations to collect the assigned claims. The direct debit authorization expires if the buyer defaults on payment or if the buyer's financial situation deteriorates significantly. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims themselves. For the assertion of the assigned claims, the buyer must provide the necessary information and allow this information to be checked. In particular, he must provide the seller with a precise list of the claims to which he is entitled on request, with the name and address of the customer, the amount of the individual claims, the invoice date, etc.
5. If the value of the security existing for the seller exceeds all of its claims by more than 10%, the seller is obliged to release security at his option upon request of the buyer.
6. Pledging or transfer by way of security of the reserved goods or the assigned claims are not permitted. The seller is to be informed of seizures immediately, stating the attachment creditor.
7. If the seller takes back the delivery item in the exercise of his retention of title, this does not automatically mean a withdrawal from the contract. The seller can satisfy himself by taking back the reserved goods by direct sale.
8. The buyer stores the reserved goods for the seller free of charge. He must insure them against the usual dangers, such as fire, theft and water, to the usual extent. The buyer hereby assigns to the seller his claims for compensation, which he is entitled to from damage of the above-mentioned type against insurance companies or other persons liable for compensation, to the amount of the invoice value of the goods. The seller accepts the assignment.
9. All claims as well as rights from the retention of title to all special forms specified in these conditions remain until full exemption from contingent liabilities (check bills) that the seller has entered into in the interest of the buyer. In the case of sentence 1, the buyer is generally permitted to do factoring for his outstanding debts. However, he must inform the seller of this before entering into any contingent liabilities.

§ 13 Applicable law
The law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.