General Terms and Conditions for Resellers

General Terms and Conditions
based on the conditions of the German textile industry for resellers
Version: 01.07.2018

1 Scope and acceptance of order

(1) These terms and conditions shall apply exclusively between merchants.
2. the following terms and conditions of the German textile industry shall apply exclusively to all deliveries and services of the seller. The Seller shall not recognize the Buyer's general terms and conditions unless the Seller has expressly agreed to their validity in writing. This shall also apply if the Seller performs the services without reservation in the knowledge of conflicting terms and conditions or terms and conditions deviating from the present terms and conditions. 3.
3. acceptance of order is subject to force majeure and non-delivery of supplies.
Delivery shall not be finally agreed until the Company has confirmed the order in writing. The Company has the right to reject an order.

2 Place of performance, delivery and acceptance

1. the place of performance for all services under the supply contract shall be the place of the Seller's commercial establishment.
2. the delivery of the goods is carried out from the domestic factory. These shipping costs shall be borne by the Buyer.
3. packaging costs for special packaging shall be borne by the buyer.
4. if, due to the fault of the buyer, the acceptance does not take place on time, the seller has the right, at his discretion, after the expiry of a grace period of 12 calendar days to be set, either to invoice the goods with immediate maturity (invoice for arrears) or to withdraw from the contract or to claim damages.

3 Place of Jurisdiction

The place of jurisdiction is Munich, Germany.

4 Content of the contract

1. the delivery of the goods takes place at certain dates (working day or a certain calendar week). All sales are concluded only to certain quantities, articles, qualities and fixed prices. Both parties are bound by this. Commission transactions are not made.

5 Interruption of delivery

1. in the event of force majeure, industrial action for which one of the contracting parties is not responsible and other operational disruptions for which it is not responsible and which have lasted or are expected to last longer than one week, the delivery or acceptance period shall be extended without further ado by the duration of the hindrance, but by no more than 5 weeks. The extension shall only take effect if the other party is immediately informed of the reason for the hindrance as soon as it can be foreseen that the delivery or acceptance deadline cannot be met. 2.
2. if the delivery or acceptance in the cases mentioned in item 1 has not been effected within the extended delivery or acceptance period, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days to be granted.
3. claims for damages shall be excluded in the cases of item 1 if the respective contracting party has fulfilled its obligation pursuant to item 1.

6 Period for subsequent delivery

(1) After expiry of the delivery period, a subsequent delivery period of 12 calendar days shall commence without explanation. After expiration of this period the buyer can withdraw from the contract by written explanation. If the purchaser wishes to claim damages instead of performance, he must set the seller a 4-week period in writing after the expiry of the agreed delivery period.
For stock goods ready for dispatch and NOS goods - "Never-out-of-Stock" - the subsequent delivery period is 5 working days. In the event of non-delivery, the purchaser must be informed immediately. In all other respects, the provisions of Clause 1 shall apply.
3. Prior to the expiry of the subsequent delivery period, claims of the Buyer due to delayed delivery shall be excluded, unless § 8 Clauses 2 and 3 apply.

7 Notice of defects

(1) Notification of defects shall be sent to the Seller within 12 calendar days of receipt of the goods at the latest in the case of obvious defects, stating the reasons. The Buyer shall notify the Seller of any hidden defects immediately after their discovery.
2. after cutting or otherwise started processing of the delivered goods, any complaint about obvious defects shall be excluded.
Minor, technically unavoidable deviations in quality, color, width, weight, finish or design may not be objected to. This shall also apply to deviations customary in the trade, unless the Seller has declared in writing that the delivery will be true to sample.
4. in the case of justified complaints of obvious defects, the buyer has the right to rectification. If the rectification has failed, the Buyer has only the right to reduce the purchase price or to withdraw from the contract, unless § 8 clauses 2 and 3 apply.
5. in case of a hidden defect the buyer has only the right to reduce the purchase price or to withdraw from the contract, unless § 8 clauses 2 and 3 apply.
6. if the notice of defect has not been made in due time, the goods shall be deemed to be accepted.

8 Compensation

1. claims for damages of the buyer are excluded, unless otherwise provided for in these terms and conditions.
2. the exclusion in number 1 does not apply, as far as a liability exists after the product liability law, with resolution, rough negligence of owners, legal representatives and leading employees, with bad cunning, with disregard of an taken over warranty, with the culpable injury of the life, the body or the health or with the culpable injury of substantial contract obligations; substantial contract obligations are such, whose fulfilment coin the contract and on which the buyer may trust. However, a claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another case mentioned in sentence 1 exists. 3.
3. a change of the burden of proof to the disadvantage of the buyer is not connected with the above regulations.

9 Payment

(1) The invoice shall be issued on the date of delivery or provision of the goods. A postponement of the due date (value date) is generally excluded.
Invoices are payable net within 14 days after issuance of the invoice and shipment of the goods. As of the 15th day, default occurs in accordance with § 286 Para. 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 amount will be charged upon acceptance of the bill of exchange after the net target date of the 15th day from the date of invoice and shipment of the goods.
4. payments are always used to settle the oldest due debt items plus the default interest accrued on them.
5. the final credit entry on the Seller's account shall be decisive for the timeliness of the payment.

10 Payment after due date

1. for payments after the due date, interest of 9.00 percentage points above the respective base interest rate as defined by § 247 BGB will be charged. In all other respects § 288 BGB shall apply.
Before full payment of due invoice amounts including interest, the Seller shall not be obliged to make any further deliveries under current delivery contracts. The Seller reserves the right to claim damages for delay. 3.
3. in the event of a significant deterioration of the financial situation, e.g. imminent insolvency or default in payment, the seller may refuse the performance incumbent upon him for all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. In all other respects § 321 BGB shall apply. § Section 119 InsO shall remain unaffected.
4. the company is also entitled, at its own discretion, to postpone the delivery of an order if full payment for goods delivered earlier has not been received.

11 Offsetting and retention

Offsetting and retention of due invoice amounts shall only be permissible with undisputed or legally established claims, unless these are claims for damages which are closely related to the Buyer's claim for defect-free performance of the contract.

12 Retention of title

(1) The goods shall remain the property of the Seller until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and encashment of checks and bills of exchange. The retention of title shall also remain in force if individual claims of the Seller are included in a current account and the balance is struck and acknowledged. 2.
If the goods subject to retention of title are combined, mixed or processed by the Buyer to form a new movable item, this shall be done on behalf of the Seller without the Seller being obliged as a result. By the connection, mixture or processing the buyer does not acquire the property in accordance with §§ 947 ff. BGB (German Civil Code) to the new item. In the event of combination, mixing or processing with items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of its reserved goods to the total value. 3.
(3) If a central settling agency is involved in the business transaction between the Seller and the Buyer and assumes the del credere, the Seller shall transfer the title upon dispatch of the goods to the central settling agency with the condition precedent of payment of the purchase price by the central settling agency. The Buyer shall only be released upon payment by the central settling agent.
4. the buyer is entitled to the far sale or to the far processing only under the consideration of the following conditions:
a) the buyer may sell or process the reservation commodity only in the normal business concern, if its financial circumstances do not worsen afterwards substantially.
b) the buyer retires hereby the demand with all auxiliary rights from the far sale of the reservation commodity - including possible balance demands - to the salesman. The Seller accepts this assignment.
c) If the goods have been combined, mixed or processed and the Seller has acquired co-ownership thereof in the amount of its invoice value, it shall be entitled to the purchase price claim in proportion to the value of its rights to the goods.
d) If the Buyer has sold the claim within the scope of genuine factoring, the Buyer shall assign to the Seller the claim against the factor taking its place and shall forward its 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 he is more than 10 days overdue with the settlement of an invoice or if his financial circumstances deteriorate significantly. The seller accepts this assignment.
e) The buyer is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire in the event of default in payment by the Buyer or in the event of a significant deterioration in the Buyer's financial circumstances. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims himself. For the assertion of the assigned claims, the Buyer must provide the necessary information and permit the verification of this information. In particular, upon request, he shall hand over to the Seller a precise list of the claims to which he is entitled, including the names and addresses of the purchasers, the amount of the individual claims, the invoice date, etc. 5.
(5) If the value of the security existing for the Seller exceeds its total claims by more than 10%, the Seller shall be obligated to release securities of its choice to this extent at the Buyer's request.
6. pledging or transfer of ownership by way of security of the reserved goods or the assigned claims is not permitted. The Seller shall be informed immediately of any seizure, stating the name of the seizure creditor. 7.
If the Seller takes back the delivery item in exercise of its right of retention of title, this shall not automatically constitute a withdrawal from the contract. The seller can satisfy himself from the taken back goods subject to retention of title by private sale.
8. the buyer keeps the reservation commodity for the salesman free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer hereby assigns to the Seller his claims for compensation to which he is entitled against insurance companies or other parties liable to pay compensation as a result of damage of the aforementioned kind to the amount of the invoice value of the goods. The Seller accepts the assignment.
9. All claims as well as rights arising from the retention of title to all special forms stipulated in these Terms and Conditions shall remain valid until full release from contingent liabilities (check-bills of exchange) entered into by the Seller in the interest of the Buyer. In the case of sentence 1, the Buyer shall in principle be permitted to engage in factoring for its outstanding accounts. However, he shall inform the Seller thereof before entering into any contingent liabilities.

13 Applicable Law

The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.