Terms & conditions
Our delivery conditions
§1 Scope of validity
These conditions apply to all of our business relationships with companies, regardless of the legal structure, legal persons of public law and public-legal fund assets. The conditions of contractual partners only apply in cases where we acknowledge these in writing.
§2 Prices / Offers
- All deliveries follow the applicable list prices or valid offer prices, plus value-added tax (VAT), from the day the delivery was shipped. Freight, packaging and insurance are not included in the price and are calculated separately.
- Our prices are non-binding in their entirety and do not become binding until we sign a written order confirmation.
- Our prices are per unit net and in euros, unless a different agreement has been made expressly in writing.
- All subsidiary agreements that take place during the completion of contract require our written consent in order to become valid.
- The minimum order value per order is stated in the current price list. If this order value is not reached, a minimum quantity fee will be charged. The rate of this fee can be viewed on the same price list.
- Subsequent modifications following production, print or embroidery approval, which occur at the behest of the client, are charged to the client.
- All information provided (dimensions, materials, colours, weights, images, descriptions, drawings) in all of our catalogues and price lists are calculated to the best possible degree; however these are only approximations and, as such, are non-binding. They do not represent warranted characteristics; rather are purely to be seen as descriptions of our deliveries and services. We reserve the right to make technical and visual modifications, modifications to the range, as well as modifications in the sense of product improvement, without prior notice.
- We reserve the right to amend our prices in the case of price adjustments becoming necessary due to changes in exchange rates between the time that we provided the quote and the execution of the order, or where the cost of raw materials has changed. The client has the right to cancel the order in cases where this price increase is by more than 10 % of the previously agreed price. Staff and material costs accrued up to this point are to be paid by the client.
§3 Delivery / Transfer of risk
- The goods are delivered ex works on account and at the risk of the client; this also applies to free shipments. Risk is transferred to the client as soon as the shipment has been passed onto the person transporting the goods. If the transfer is delayed due to circumstances caused by the client, the risk transfers to the client on the day the goods are ready to be shipped.
- We reserve the right to select the type and route of shipment unless another arrangement is made when the order is placed. Goods in transit insurance is only arranged at the special request and at the expense of the client.
- If the shipment or delivery is delayed by more than 2 weeks after readiness for shipment has been announced at the request of the client, we can charge a storage fee to the value of 0.5 % of the price of the delivery, up to a maximum of 5 %, for each month begun.
- Over or under-deliveries of up to 5 % are due to technical reasons relating to production and cannot be objected to by the purchaser.
§4 Delivery deadlines / Delivery dates
- The delivery deadline begins with the date the order is received by us; however not before all details, knowledge of which is required to complete the order, have been clarified. Delivery deadlines and dates are only valid if they have been expressly confirmed by us. They begin with the date of our written order confirmation, however not before full clarification of all technical and commercial details, and as such not before all of the documents to be provided by the client (e.g. artworks, layout sketches, colour specifications etc.) have been provided. In the case of the agreement of an advanced partial or full payment, the delivery deadlines and dates do not begin prior to receipt of the agreed payment.
- The delivery deadline ends with the day on which the goods leave the factory, or are stored in the factory in the case of an inability to deliver.
- If a delivery deadline is exceeded by more than 14 days due to reasons caused by us, and a written period of grace set by the purchaser following the delay has elapsed, the purchaser has the right to withdraw from the contract. In the case of an untimely delivery due to a force majeure or due to non-avoidable hindrances that occur despite reasonable care being taken, including transport delays, strikes and industrial disputes affecting our suppliers, we do not enter into a delivery delay for the duration of the event in question.
- Compensation for delays or in the case of a subsequent objective impossibility of delivery is excluded, except in the case of intent or gross negligence.
- Call orders and blanket orders are considered to be firm orders with a purchase commitment, whereby the commitment is to take place for the agreed released quantities within 12 months following the first delivery; insofar as no other deadlines are agreed at the contract period of the agreement and confirmed by us in writing. We are authorised to fully ship partial quantities that have not been delivered once the term has elapsed.
- In the case of default in acceptance or debtor's delay by the client, the risk of accidental decay or damage to the goods transfers to the client at this time that this default in acceptance occurred. We are authorised to set an appropriate period of grace. Once this period of grace has elapsed, we are authorised to warehouse the non-collected goods at the cost of the client in line with §3.1.3 of our terms and conditions. Our right to withdraw from the contract and to demand damages remains unaffected.
- Our invoices are to be paid net within 21 days or within 8 days with a 2 % discount, unless another written agreement is in place.
- Payments by unknown clients are to be made in line with our choice of cash payment, payment on delivery or advance payment.
- Incoming payments are offset against the oldest debts. Bills of exchange and cheques are only accepted in cases where they are free of charge and expense for us to process. In the case of delayed payment, we are authorised to charge default interest at a rate of 8 % above the respective basic rate of interest p.a. The enforcement of further damages caused by delay is not excluded by this.
- If the payment conditions are not adhered to for a reason that cannot be justified, all of our outstanding accounts, including those for which payment by instalments or deferral has been agreed, are immediately due. The purchaser can only offset compensation or a right of detention with counter claims which we have ascertained to be not undisputed or legally binding. Cash discounts are only guaranteed in cases where all payment obligations from earlier deliveries have been fulfilled.
- In the case of a serious deterioration in the pecuniary circumstances of the client, which justify doubt in the client's ability to pay, we are authorised to withdraw from the contract or to withhold our deliveries and services and to set the client an appropriate deadline for the prepayment or the provision of securities of our choice. Following the elapse of this deadline, we are similarly authorised to withdraw from the contract.
- We must be informed of any possible errors in our invoices within 8 days of the invoice being received. Silence on the part of the invoice recipient is deemed to be implicit acknowledgement of the correctness of the invoice.
§6 Title retention
- All goods supplied remain our property until complete payment of all outstanding accounts has been made by the purchaser. The purchaser can liquidate or process the goods under retention of title in the framework of a proper business operation, when it is ensured that the accounts receivable demises to us and the retention of title is passed from the client to their customers.
- The processing or conversion of the goods delivered by us under retention of title does not lead to an acquisition of ownership by the purchaser. If the goods supplied are combined or processed with other items then this takes place on our authority without resulting in any obligations for us.
- If the goods supplied are resold by the purchaser to third parties, either alone or in combination with other items, prior to payment of the purchase price - which is permitted within the framework of proper business dealings, in particular for a reselling business - the purchaser is obligated to reserve the right of title. The purchaser then cedes the demanded purchase price from the customer for the reselling to us to cover the amount of payment that is still owed to us. This applies regardless of whether the goods supplied by us are processed, converted or combined with other goods or not. If the goods supplied by us are sold following combining, conversion or processing with other goods, the amounts receivable for the purchaser from their customer is considered ceded to us to the degree of the purchase price agreed between us and the purchaser.
- We are authorised to press for the assignment of the debt from the client. The purchaser authorises us to assert the claim for the amounts receivable ceded to us directly against their customer in our own name. On the demand of the purchaser, we are obligated to release the amounts receivable assigned to us for security, once their total sum exceeds more than 20 % of our amounts receivable.
- The purchaser is obligated to provide us with information as and when requested about the whereabouts of the goods supplied under retention of title and about the amounts receivables resulting from their resale; in particular to provide us with the name and the address of their customer and the degree of the amounts receivable assigned to us, and to provide us with all the information required for the enforcement of the amounts receivable assigned.
- Other funds committed such as pledging or transfer by way of security for our goods are not permitted. Furthermore, the purchaser is obligated to inform us of distraints of the goods and or the assigned amounts receivable or from other claims, which the third party levies in view of the goods or the amounts receivable assigned. In the case of distraints, the purchaser is to send us a transcript of the distraint protocol at once. In the case of seizure by the third party, the purchaser has to bear all costs that are required to repeal the seizure, in particular those in the framework of a third-party motion to vacate, as well as the costs required to replace the goods.
§7 Approval of decoration orders
- Proofs, print patterns or embroidery patterns are to be checked by the client for status, print, colour and other possible errors and are to be approved in writing or, in the case of an error, the modifications are to be advised in writing. We are not liable for any errors overlooked by the client. Modifications or corrections made over the phone or orally require additional written confirmation.
- Extensive modifications, re-setting films, reprogramming embroidery programmes or other modifications that exceed the standard degree of modifications made after the creation of approval samples are charged to the client if the artwork provided initially deviates from these modifications.
- We do not accept any liability for the print or embroidery if there are no print or embroidery samples. We do not accept any liability except in the case of gross negligence if the client chooses not to receive these samples. Print and embroidery samples are also charged to the client if the order is cancelled.
§8 Warranty / Liability
- The client is responsible for checking that the goods are free from defect immediately upon receipt. Notifications of defects due to the clear faulty appearance and workmanship of the goods or due to the goods deviating in appearance or due to the delivery of goods that clearly differ from those that were ordered are to be made in writing within 3 days of delivery or, in cases where the fault was not identifiable during the immediate inspection, 1 week after the fault is discovered. If clear faults are not advised in due time and form, the warranty regarding these becomes invalid. In the case of the shipment of neutral, undecorated goods from the client to a certain decorator (printer, embroiderer), they must check the goods as described above prior to further processing.
- We are authorised to choose between amending the faulty goods or redelivering them free of charge. In the case of a failed amendment, the purchaser has the right to a rescission of the contract or a reduction in the payment. We are only liable for damages that we are responsible for if we or our subcontractors show intent or gross negligence. This applies to all claims for damages, regardless of whether they relate to legal regulations, delictual action, contractual agreements or other legal reasons. This limitation of liability does not, however, include direct damages caused by the lack of promised qualities or harm caused by defects that the purchaser should be safeguarded from by the promised quality. We are only liable for other consequential harm caused by defects in the aforementioned limited way.
- We are only liable for the lightfastness, the variability and the deviation of print and material colours, as well as for the quality of fabrics, coatings and impregnations insofar as the defects to these materials would have been identifiable prior to their usage or processing through appropriate testing. All of the print procedures used can lead to negligible deviations within the production run or between the proof and series production. These deviations do not constitute a justifiable reason for a notification of defect.
- There are no claims for damages in the case of negligible deviations from the agreed quality and in the case of negligible curtailing of the usability. Standard trade and industry tolerances do not justify notifications of defect. Faults affecting part of a delivery cannot lead to complaints regarding the entire delivery.
- If part of a delivery or the entire delivery is rejected, no one item from the rejected goods can be used, processed or forwarded. If this occurs, the complaint becomes invalid.
- We do not accept any liability for the print or embroidery if there are no print or embroidery samples.
- Further claims for damages or for reimbursements of expenses by the purchaser, for whatever legal reason, are excluded, in particular due to the infringement of obligations from the obligatory relation and from unlawful acts. This does not apply if there is conclusive liability, e.g. in line with the German Product Liability Law, in the case of intent, gross negligence, due to injury to life, body or health, or due to the infringement of fundamental contractual obligations. The claim for damages for the infringement of fundamental contractual obligations is however covered by the predictable damages typical to the contract and only to the degree of the limit of liability of our liability insurance, unless it is a case of gross negligence or intent, or due to injury to life, body or health.
- All defect claims expire by limitation within a year of approval.
§9 Copyright / Legal notice
- With the acceptance of a decoration order, the client declares the lawfulness or the consent of the brand owner to depict the brand in question. The client is responsible for the use of the brand not infringing the rights of any third parties. We cannot accept any liability that its usage does not infringe the rights of any third parties. All process costs arising relating to this are to be paid by the client in advance to an appropriate degree.
- All usage rights from copyright law in all procedures and for all intended uses regarding own models, drafts, sketches, drawings, collages, depictions, originals, films and embroidery programmes remain with us subject to a written regulation specifying something different.
- We reserve the right to apply our company or brand logo on the inside of products or on a suitable place on the products produced by us. Furthermore, we reserve the right to use products produced for clients as illustrative samples or for our own marketing purposes.
§10 Closing provisions (Applicable law / Partial Invalidity / Place of Fulfilment and Legal status)
- German law is solely applicable - in particular for deliveries abroad - for the contractual relationship. The United Nations Convention on Contracts for the International Sale of Goods (CSIG) from 11.04.1980 and its subsequent regulations do not apply.
- Should individual provisions within these terms and conditions become or be void, the validity of the remaining provisions is not affected.
- The place of fulfilment for delivery and payment, and the legal status for all disputes relating to our contractual relationship is Bielefeld. We are, however, authorised to call upon the court responsible for the headquarters of our contractual partner.