General Terms and Conditions

General Terms and Conditions of Plauener Seidenweberei GmbH
based on the applicable standard conditions of the German textile
industry

Introduction

The following detailed regulations apply to contracts of sale, for services, for work and materials and other contracts. General terms and conditions of the customer are herewith expressly contradicted, unless Plauener Seiderweberei  agrees in writing.

§ 1 Place of Performance, Delivery and Acceptance

  1. The place of performance for all supplies and services under the supply contract is the location of the place of trade of the vendor.
  2. Delivery of the goods shall be ex work. The shipping costs shall be borne by the purchaser. The purchaser can appoint the carrier.
  3. In the event of delivery from an external warehouse, extra flatrate warehousing costs can be charged for.
  4. Any costs accruing for packing shall be borne by the purchaser.
  5. Partial consignments shall only be permissible with the co sent of the purchaser.
  6. If, through vendor’s fault, delivery of the goods is not taken within the agreed period, the vendor shall have the right to, at its option and after granting an additional 12 day period of time, either make an arrears charge or withdraw from the contract or claim compensation.

§ 2 Place of Jurisdiction

  1. Place of jurisdiction, also for any actions arising out of bills and checks, is Plauen (Germany).

§ 3 Subject matter of the Contract

  1. The goods shall be delivered at fixed dates (working day or calendar week). All sales transactions shall only be concluded for fixed quantities, articles, qualities and at fixed prices, to which both parties shall be bound. Transactions on a commission basis shall only be effected by a written agreement.
  2. Block orders are admissible and shall be made subject to a time-limit at the conclusion of the contract.

§ 4 Interruption of Delivery

  1. In the event of force majeure, industrial action and any other interruption of operations which are not due to negligence and have continued or are likely to continue for more than one week the time for delivery or taking delivery will be extended by the duration of the impediment without any further arrangements, however, no more than 6 months plus appropriate period for delayed delivery. The extension shall not become effective unless the other party is informed of the reason of the impediment immediately as soon as it can be assessed that the above-mentioned deadline cannot be met.
  2. In the event that delivery or taking delivery is not performed within the agreed period, the other party is entitled to withdraw from the contract, but shall, however, give written notice of such withdrawal at least
  3. weeks prior to the use of such right to terminate the contract.
  4. In the event that the other party to the contract has not been informed of the delay in delivery and taking delivery immediately upon inquiry and that the impediment has lasted longer than 6 months, the other party to the contract shall be entitled to withdraw from the contract immediately.
  5. The right to claim compensation shall be excluded if the respective party to the contract has fulfilled its obligations under paragraphs 1 to 3.

§ 5 Delayed-Delivery Period

  1. Transactions for delivery by a fixed date shall not be effected. In the event that the parties expressly agree in a particular case that the goods are earmarked for a specific campaign it shall however be possible to agree a fixed delivery period without granting an additional period of time. Should such delivery period be exceeded, the purchaser shall be entitled to claim reimbursement of special expenses for the ordered goods that shall, however, not exceed the amount of the purchase price of the ordered goods. Any further claims shall be excluded. The purchaser shall only be entitled to lower the purchase price or to withdraw from the contract in case of defectiveness or faultiness of the such goods earmarked for a specific campaign.
  2. If the purchaser wishes to claim compensation instead of performance it shall grant the vendor a 4- week period warning that it will refuse performance after the expiration of such period. The period shall commence on the day on which the notice of the purchaser is posted by registered mail. This provision shall not apply in the case of paragraph 1, sentence 2, instead of the withdrawal provided therein unless purchaser‘s notice of the fixing of such period is received by the vendor within the delayed-delivery period.

§ 6 Agreement of quality

  1. All defects of the fabric shall be documented.
  2. Quality classification
  3. Following provisions apply for all technical fabric and silk fabric. The number of defects refers to a distance of 100m. The fabric is first class, if maximum 10 defects over a cloth width of 1.70m. Maximum 15 defects are allowed over a cloth width 1.70m to 3.20m. For the downproof fabric of silk and blended silk fabric and technical fabric are allowed 15 defects. 20 defects over a cloth width 1.70m to 3.00m means second class. Maximum 10 percent of a distance of 1.00m means second class fabric.
  4. Care Instructions: The product of the Plauener Seidenweberei GmbH should be cleaned only after the care instructions of the Plauener Seidenweberei GmbH. A complaint is void for non-compliance or incorrect labeling of the goods by the customer. The care instructions see www.seide.de.
  5. Fillings: The products sold by the Plauener Seidenweberei GmbH as fiber-proof and down proof goods meet the appropriate properties only with the recommended reference fillings tested by the Plauener Seidenweberei GmbH. The kind of the reference fillings shall be asked at the Plauener Seidenweberei GmbH. Goods can be purchased including the reference fillings by Plauener Seidenweberei GmbH. When using alternative filling materials Plauener Seidenweberei GmbH does not guarantee the fiber density or down density of their products. An examination of alternative filling materials in connection with the fabrics of Plauener Seidenweberei GmbH is possible against payment on request. The fill material shall be submitted by the customer and it can be sent back to the customer on his costs after the tests.

§ 7 Notice of defects

  1. Any complaint in respect of a defect shall be sent in writing to the vendor within 12 days after reception of the goods at the latest.
  2. Once cutting or any other processing work has been performed on the goods delivered, any notice of patent defects shall be excluded.
  3. Any technically or naturally unavoidable deviations from quality, may not be subject to complaint. This applies also to customary deviations unless the vendor has represented and warranted delivery according to sample in writing.
  4. In the case of justified notices of defects the vendor shall have the right of rectification or delivery of faultless replacement goods within an appropriate period after return reception of the goods. In such event, the vendor shall bear the freight charges. Should such rectification fail the purchaser shall only have the right to lower the purchase price or to withdraw from the contract.
  5. After the expiration of the period fixed in paragraph
  6. the purchaser shall only have the right to lower the purchase price or to withdraw from the contract.
  7. Any latent defect shall be given notice of to the vendor by the purchaser written immediately after having been discovered. The purchaser may only lower the purchase price or withdraw from the contract by reason of the defect given notice of in due time.

§ 8 Terms of payment

  1. The invoice shall be issued on the day on which the goods are delivered or made available. Deferment of the date on which payment becomes due (stating the value date) is in any case excluded. In so far as anticipated delivery is justified in the interest of the parties to the contract, the articles of agreement may establish exceptions from this provision.
  2. The purchase price (tax included) is payable net cash on delivery of the goods unless otherwise agreed.
  3. Payments shall always be used to pay the earliest date liability items due plus the accumulated default interest and costs.
  4. In any case, the date as postmarked shall determine the day of settlement of the payment. In case of bank transfer, the day prior to the crediting to the vendor’s bank shall be deemed to be the day of settlement of the payment.

§ 9 Default in Payment

  1. In case of payment after the due date statutory will be chaged. Any reminder will cost 25,00 EUR.
  2. Before full payment of the amounts of invoice due, including interest, the vendor is not be obliged to perform any further delivery under any current contract. The right to assert claims for damage caused by default remains reserved.
  3. In the event that the purchaser is in default in payment or in the event of imminent insolvency or any other substantial deterioration of the financial situation of the purchaser, the vendor shall be entitled, after granting an additional period of 12 days, to demand payment in cash before delivery for any delivery still outstanding under any current contract with discontinuance of the period allowed for payment, or to withdraw from the contract or to assert claim for damages.

§ 10 Mode of Payment

  1. Setting off against and retention of amounts of invoices due shall only be admissible in the case of uncontested claims or claims recognized by declaratory judgment. This shall also apply in the event of cessation of payment by the vendor. Any other deductions (e.g. postage) are inadmissible.
  2. Bills, in so far as they are accepted as trade-in, shall only be accepted against reimbursement of expenses incurred. Any bills and acceptances having maturity dates exceeding three month will not be accepted. General Terms and Conditions of Plauener Seidenweberei GmbH based on the applicable standard conditions of the German textile industry

§ 11 Reservation of Title

  1. Until payment in full of all trade accounts receivable from the business connection as a whole, including collateral receivables, claims for damages and payments of checks and bills, the vendor retains title to the goods delivered. The reservation of title shall also continue if any single claim or receivable due to the vendor is included in a current account and the balance is struck and acknowledged.
  2. If the goods subject to reservation are joined, mixed or processed to form a new movable article, such joining, mixing or processing shall be carried out for the vendor without any obligations arising from this for the vendor. The purchaser shall not acquire title according to Sections 947 ff. of the German Civil Code (BGB) to the new article by such joining, mixing or processing. In the event of joining, mixing or processing with any article not belonging to the vendor, the vendor acquires co-title to the new article according to the proportion of the invoiced value of its goods subject to reservation to the total value.
  3. In so far as a central regulating body that stands the del credere is involved in the handling of the business transactions between the vendor and the purchaser, the vendor shall transfer the title to the central regulating body with the condition precedent of payment of the purchase price by the central regulator when shipping the goods. The purchaser will only be deemed discharged after payment by the central regulator.
  4. The purchaser shall only be entitled to resale or reprocessing considering the following conditions.
  5. The purchaser shall only sell or process the goods subject to reservation in the proper course of business and provided its financial situation does not deteriorate considerably.
  6. 6a. Hereby, the purchaser assigns the account receivable, including all ancillary rights, arising from the resale of the goods subject to reservation, including any balance receivable, to the vendor. The vendor accepts such assignment.
  7. 6b. If the goods have been joined, mixed or processed and the vendor has acquired co-title to the amount of the invoiced value, the vendor shall be entitled to the purchase price demanded proportionally to the value of its title to the goods.
  8. 6c. Should the purchaser have sold the accounts receivable within the scope of factoring, the purchaser assigns the accounts receivable from the factor which replace them to the vendor and passes its sale proceeds on to the vendor proportionally to the value of the title of the vendor to the goods. The purchaser is obliged to disclose the assignment to the factor in case of being in default in the payment of an invoice more than 10 days or of considerable deterioration of its financial situation. The vendor accepts such assignment.
  9. The purchaser is authorized to collect the assigned receivables as long as it fulfils its obligations to pay. The collection authorization shall expire in case of delay in payment by the purchaser or of considerable deterioration of its financial situation. In such event the vendor shall be authorized by the purchaser to inform the customers of the assignment and to collect the receivables itself. For the setting up of the assigned accounts receivable the purchaser is obliged to furnish the information required and to
  10. permit the examination of such information. In particular, it has to hand over to the vendor on vendor’s request a detailed statement of the accounts receivable due to it,including the names and addresses of the customers, the amounts of the single accounts receivable, dates of the invoices etc.
  11. If the value of the security existing for the vendor exceeds its total accounts receivable by more than 10% the vendor shall, on the request of the purchaser, in so far be obliged to release securities at its option.
  12. Pledging or transfer of the goods subject to reservation or the assigned accounts receivable by way of security are not admissible. The vendor shall be informed immediately of any attachment and the attaching creditor.
  13. If the vendor takes back the goods delivered using its right of reservation of title, the contract shall not be deemed withdrawn from unless expressly stated by the vendor. The vendor shall be entitled to satisfaction by free sale of the repossessed goods subject to reservation.
  14. The purchaser shall keep the goods subject to reservation in safe custody free of charge and insure them against the usual risks, such as fire, theft and water, to the normal extent. Hereby, the purchaser assigns its claims for damages arising from any damages of the above stated nature it is entitled to make against insurance companies or any other bodies liable for damages to the vendor to the amount of the invoiced value of the goods. The vendor accepts this assignment.12. Any claim and right arising from the reservation of title which exist in all special forms laid down in the present terms and conditions shall continue until full exemption from contingent liabilities (check, bill) which the vendor has incurred in the interest of the purchaser. In the case of sentence 1, the purchaser is in any case allowed to avail itself of factoring for its outstanding debts. The purchaser has, however, to inform the vendor prior to incurring any contingent liabilities.

§ 12 Warranties / Liability

  1. Warranty claims shall be time-bared after 12 months of the passing of risk.
  2. Except in case of intent or gross negligence, any liability of the vendor (inclusive downtime, loss of profit and other secondary damages) shall be disclaimed. However, the foregoing does not apply in case of a breach of fundamental contract obligations. To  the extent the breach of contract is unintentionally the liability for damages shall be limited to the typical predictable damage. Liability for culpable damage to life, body or health as well as liability under the ProdHaftG (Act on Product Liability) shall remain unaffected.

§ 13 Applicable Law

The law of the Federal Republic of Germany shall be governing. The United Nations Convention on Contracts for the International Sale of Goods concluded on 11/04/1980 shall be excluded.

Date: 25.08.2015

 

Dispute resolution

We are prepared to settle disputes with consumers (eg rent disputes) to participate in a dispute settlement procedure before a consumer sloshing office. The competent consumer sealing office shall be:

Allgemeine Verbraucherschlichtungsstelle
des Zentrums für Schlichtung e.V.
Straßburger Straße 8
77694 Kehl am Rhein

www.verbraucher-schlichter.de

In order to settle the disputes referred to above, we will participate in a dispute settlement procedure before this point.

 

© 2015 Plauener Seidenweberei GmbH