General Terms and Conditions
I. Applicability / Entire Contract
1. These terms and conditions of payment and supply shall apply to all orders submitted to us, including future orders.
Insofar as they do not agree with these terms of payment and supply, any applicability of the customer’s own terms is herewith expressly denied. We shall not be bound by such terms even if after their receipt we fail to raise any renewed, express objection.
2. Changes or additions to these terms of payment and supply must be made in writing. Any decision to waive this requirement itself must also be recorded in written form.
3. Unless expressly identified as contractually binding, all indications of dimensions and weight, as well as all illustrations and drawings are only approximate representations.
Third parties are not to be given access to estimates of costs, drawings and other quotation documents without written consent. Each and any contravention of this requirement will incur a penalty of €500.
II Quotations / Ordering
1. All of our quotations and proposals are made subject to contract. All details and descriptions contained in documents provided with proposals, such as catalogues, brochures, illustrations etc, are approximate details only.
2. In any dispute, our written order confirmation shall be decisive. Any specifications provided by the customer shall apply only if we have expressly confirmed these in writing. All goods to be supplied are subject to change through continued technological development.
3. Unless otherwise agreed in writing, installation work is not included with delivery. Where, in individual cases, installation work is agreed and no alternative arrangements have been made, we shall charge for such work at our prevailing hourly rates.
1. Our prices are stated in euros, ex-works or warehouse, plus statutory value added tax and the costs of packaging, carriage and insurance, unless otherwise agreed.
2. We shall be entitled to recharge to the customer any increases in the price of materials or in staffing costs that arise between the contract being signed and goods being delivered. This provision shall not apply to goods or services due to be supplied or performed within four months of the contract being signed, save only if they are supplied or performed as part of a long-term obligation.
3. Should we agree to any retrospective requests from the customer to amend the order, we shall be entitled – for special versions in particular - to add any additional expenditure to our rates.
1. Unless otherwise agreed, all payments are to be made within 30 days of the invoiced being issued. Payment is to be made without any deductions in cash or to one of the bank accounts indicated. Cash discounts may only be paid if the customer is not in payment arrears in respect of older orders or other debts due to us for any other reason.
2. We shall be under no obligation to accept bills of exchange. Should we decide to accept such bills, we shall do so only as payment and only against reimbursement by the customer of any discount and collection fees that may arise.
3. Any of the customer’s invoices to us that we are disputing or that are subject to pending legal judgement shall not entitle the customer to withhold payment nor may they be used for payment set-off purposes. This provision does not apply to any rights to withhold labour arising from the same contractual relationship.
4. Should the customer fall into payment arrears or should his creditworthiness become significantly worse after the contract has been signed, all amounts owed shall become immediately due for payment in cash. This shall be the case even where a deferred payment schedule is in place or where any bills of exchange or cheques have been received. Moreover, in such an event, we shall be entitled to demand prepayment or sureties for all future work, and, after waiting for these for a reasonable period, to terminate all existing agreements.
5. If a fixed-price consideration has been agreed, we shall be entitled to an advance payment and to further appropriate instalments equal to not less than the following shares of the total consideration:
1. We make every effort to keep to the delivery times given. Any agreement regarding binding delivery schedules or deadlines must be in writing. Where such an agreement exists, the period allowed for delivery shall begin on the date of our order confirmation, and in any case not earlier than the day that we receive the full details of the order – in particular, as regards technical matters, including all measurements etc. – nor before we have received any agreed down-payment or security. Should the customer wish to make a change to the order after we have confirmed it, any period allowed for delivery shall be extended accordingly, if we agree to the requested change.
2. Delivery times shall also be extended in the event of acts of God, war, strikes, lock-outs, political unrest, transport disruption, government action etc. They shall also be extended if unforeseen problems arise that are beyond our control, no matter whether these occur at our own premises or at those of our suppliers (e.g. a breakdown in operations, fire damage, unforeseen difficulties in materials procurement etc.). In all such cases, the extension shall last for the duration of the hindrance, plus a reasonable time to start up again.
3. Part deliveries shall not be permitted.
4. Subject to any warranty rights pursuant to clause VIII below, the customer shall not be entitled to return deliveries without our prior written consent. Should we agree to a return being made outside of the scope of any warranty rights, this shall be done exclusively against the issue of a credit note, and we shall be entitled when raising this credit note to take into account the conditions of the returned goods and to deduct a handling charge equal to 10% of the value of the delivery.
5. Where partial deliveries or jobs are self-contained and can function on their own, we shall be entitled to demand that acceptance procedures be carried out on these. All acceptance procedures (or partial acceptance procedures) on goods or services provided by us are to be carried out by the customer without delay, as soon as notice of completion has been issued. We shall be entitled to take part in any such acceptance procedures. 12 days after notice of completion has been issued, our goods or services shall be deemed to have been accepted. This deadline and its legal consequences shall be specifically highlighted in the completion notice sent to the customer.
VI Risk and carriage
1. Even where freight-paid delivery has been agreed, carriage shall always be at the recipient’s / customer’s risk. Should carriage or delivery be delayed at the customer’s request or because of circumstances for which the customer is responsible, risk shall pass to the customer from the day on which the goods were ready to be despatched.
2. We shall be entitled, but not obliged, to insure the delivery at the customer’s cost against breakage, damage in transit, fire damage and water damage. In the absence of instructions to the contrary from the customer and in line with standard practice, we shall select the type of carriage, route and packaging at our own discretion. These will be charged to the customer’s account.
VII Warranties / Compensation
1. The customer shall be responsible for the ensuring that all documents given to us for fulfilling the order, as well as all measurements and other details and/or guidelines given to us for providing our services, are complete and accurate. Any errors made by the customer in this respect may not justify deficiencies in our work.
2. With textiles, production processes make it impossible to rule out minor variations from batch to batch – especially in terms of colour. There shall therefore be no provision for the customer to make warranty claims on such grounds. This shall also apply for any changes in colour, any shrinkage and/or stretching within German DIN standard limits, caused by prolonged exposure to sunlight. Variations in colour and grain are similarly unavoidable in natural products such as wood and shall not entitle the customer to claim that the goods are faulty.
3. Complaints about any obvious faults in our deliveries and/or work are to be submitted in writing without delay and in any case not later than 10 days after the work has been done. Complaints relating to less obvious faults are to be lodged in writing not more than 10 days after they are discovered. Faulty goods are to be kept in the condition that they were when the alleged defect was found so that we or others acting on our behalf may inspect them.
4. Where a fault in our work is rightly shown to be valid, we shall remedy the fault by making it good. Save for consumer goods sales, we shall have the right to choose whether this is done by repairing the fault or by supplying a fault-free replacement.
If the fault is not made good within the appropriate statutory deadline for such work, the customer shall be entitled to cancel the contract or to reduce the price / consideration accordingly. The warranty period is 12 months from the transfer of risk. The aforementioned provision relating to the warranty period shall not apply insofar as the law on construction, on objects for construction, on construction defects and on the sale of consumer goods (including contribution claims) prescribes longer obligatory periods.
5. Any contribution claims pursuant to clause 478 of the German Civil Code (BGB) made against us by the customer shall be valid only to the extent that the customer has not made any agreements in excess of statutory warranty claims with his consumer.
6. Each and every warranty shall be subject to the goods delivered by us being kept and handled properly. No liability will be accepted for damage that has been caused for the following reasons: incorrect use; incorrect installation and/or commissioning by the customer or third-party; natural wear and tear; incorrect or careless handling; and, use of unsuitable production or replacement materials. Changes or repair work carried out by the customer or a third party without our prior written approval shall invalidate all warranty rights.
7. No claims for compensation from the customer shall be entertained, no matter on what legal grounds they are made. This shall apply in particular to claims made due to any breach of duty arising from financial obligations or from any unlawful act. This shall not apply in cases of wilful intent or gross negligence, for injury to life, bodily harm or damage to health, for liability pursuant to the Product Liability Act, for any guarantee that we have taken on, for losses due to a culpable breach of material contractual obligations or in any other instances of legally binding liability. Liability for the breach of material contractual obligations shall in any case be limited to making good such losses as could be anticipated and are typical in contracts of this kind, save only if there has been wilful intent or gross negligence, or if any liability exists due to injury to life, bodily harm or damage to health.
VIII Retention of Title
1. We shall retain title of the items delivered pending full settlement of all amounts due to us from the customer arising from any part of the entire business relationship.
2. In instances where the goods delivered are processed and integrated into a new object, we shall acquire co-ownership of the newly produced object in proportion to the value of the goods over which we have retained title to the value of the new object created by this process. The value of the goods over which we have retained title and the value of the new object shall be defined by invoice value, or alternatively by current market value, with the time at which the processing was done being definitive for its value. During processing, the customer shall act on our behalf, without however gaining the right to make any claims against us whatsoever in respect of the processing work.
3. The customer must insure the goods over which we have retained title against theft, damage, destruction and accidental loss (especially due to fire or flood/water damage), and, if requested, show evidence of this. He must let us know the whereabouts of the goods and permit our representatives to gain access to the place where they are stored.
4. As long as he has not fallen into arrears with his payments to us, the customer shall be entitled to process and sell the goods over which we have retained title in the normal course of his business activities. By way of security, the customer assigns to us even now and in their entirety all receivables due to him arising from such sales. We hereby grant the customer the authority, which we may revoke at any time, to collect for his account in his own name the receivables that he has assigned. At our request, the customer shall make the assignment public knowledge and issue the necessary information and documents.
5. If the amounts pledged as security exceed what is due to us by more than 20% than we shall be obliged to release to the customer at his request, or to his creditors at their request, the surplus element of the securities to which we are entitled.
6. The customer must notify us without delay if a charge is placed on the goods over which we have retained title or over the receivables transferred to us through the earlier assignment. All costs and losses shall be borne by the customer.
IX Place of execution and jurisdiction / Final provisions
1. The place of execution for deliveries shall be the relevant location from which the goods are dispatched. The place of execution for payment – including payment by bill of exchange – shall be our head office.
2. All disputes involving trades people arising from this contractual relationship shall be heard by the court having jurisdiction for our head office. We shall, however, also be entitled to bring actions against the customer in the court responsible for his head office.
3. The law of the Federal Republic of Germany shall apply to any judgement on our entire legal relationship with the customer. International trade law, especially the Uniform UN Sales Law (CISG), shall not apply.
4. Should a part of the contract or of these terms and conditions of payment and supply be unenforceable, this shall not affect the validity of the remaining terms of this contract.