Conditions
1) Genereal
Unless otherwise stipulated below, the Standard Terms and Conditions of the German Textile Industry and the Shoe Industry shall apply to all business transactions with us in the version valid at the time of conclusion of the contract.
2) Offer and conclusion
All offers are non-binding in terms of price and delivery possibility. Agreements made orally, by telephone and by travelers or representatives shall only become valid if they have been confirmed by us in writing. Illustrations, drawings, weights etc. are only approximate.
3) Delivery times
Delivery periods are generally non-binding. Binding delivery periods must be expressly identified as such and confirmed in writing. In the event of culpable non-compliance with binding delivery deadlines, the customer's rights to withdraw from the contract are limited. In the case of partial deliveries, this right of withdrawal shall only extend to the part of the contract not yet fulfilled. Partial deliveries are permissible and are therefore deemed to be independent transactions. Unforeseen obstacles to delivery, such as cases of force majeure, strike, operational disruptions in our own company or in that of the upstream supplier, transport difficulties, etc. shall entitle us to cancel the delivery obligation in whole or in part. Claims for damages by the purchaser are excluded. Liability for negligence of workers and employees of our own company is also excluded.
4) Shipping
Shipment shall be made at our discretion, but without guarantee for the cheapest freight. All shipments, including any returns, are at the expense and risk of the buyer, unless otherwise agreed. Insurance is at his request and at his expense.
5) Prices and terms of payment
The prices are in EURO without value added tax. Unless another method of payment has been agreed, the invoice amount shall be due for payment without any deduction 30 days after issuance of the invoice, irrespective of any notices of defects. In case of advance payment in cash, cash on delivery and cash payment within 10 days, the agreed discount rate shall be granted. Partial payments shall not be considered as cash payments. Cheques and acceptances are only accepted on account of payment, the latter only on the basis of special agreements. Costs of bills of exchange and discount charges shall be borne by the purchaser. No guarantee is assumed for the timely presentation and submission of bill protests. Payments shall only be deemed to have been made on the day on which we can dispose of the invoice amount without loss. Withholding of payments or offsetting on the part of the buyer with any counterclaims is not permitted. Payments to employees shall only have the effect of discharging the debt if they are legally authorized to receive them from us. In the event of default in payment, subject to the assertion of further damages, interest on arrears shall be payable from the due date at a rate of 5% above the respective Bundesbank discount rate. If the purchaser is in default with the payment of an invoice, all his liabilities become due immediately and we can demand cash payment for the outstanding deliveries before delivery of the goods, with forfeiture of the term of payment. Cessation of payments, bankruptcy as well as seeking a settlement on the part of the buyer. Default in payment shall occur upon maturity of our claim without the need for a reminder. The prices invoiced by TERRAX shall be reduced by the corresponding flat-rate amount for the disposal of the transport packaging in the calculation. This calculation shall not be shown separately on the invoice.
6) Retention of title
The goods delivered by us shall remain our property until all claims to which we are entitled against the purchaser now and in the future have been satisfied and may not be pledged or assigned by way of security until that time (reserved goods). Our retention of title extends to the goods subject to retention of title that have been sold on/purchased. In the event of resale of the goods subject to retention of title, the purchaser is obliged to inform his customer of the retention of title existing in our favor and, if no cash payment is made, to pass this on to his customer. In the event of a resale of the reserved goods, the purchaser hereby assigns to us in advance a partial amount of the claim which he acquires through a resale of our reserved goods. The assigned partial amount shall be as high as the sales price charged by us for the resold reserved goods. If the reserved goods are resold by the purchaser together with goods not belonging to us without individual calculation of the individual goods at a total price, the purchaser shall assign to us in advance a partial amount of the claim from this resale. The partial amount assigned shall be equal to the value of our goods subject to retention of title at the time of delivery by the Buyer to fulfill the resale. The Buyer shall be entitled and authorized to resell and resell the reserved goods only in the ordinary course of business and subject to the proviso that the purchase price claim from the resale shall pass to us as long as reservation of title exists. The buyer may only transfer ownership of the reserved goods if the purchase price has been paid to him in full and without any conditions. In particular, he is prohibited from transferring ownership solely for the purpose of enabling a third party to use and/or assign the reserved goods as security, e.g. of a financed purchase. Any legal transaction between the buyer and a third party which frustrates the security purpose of the reservation of title is prohibited and invalid against us. We are entitled to collect the assigned part of the claim. Insofar as the buyer collects the claim from the resale himself, which he is authorized to do, this shall only be done on a fiduciary basis and for our account. We shall be entitled to the collected proceeds. We agree with the Buyer that we shall acquire title to the proceeds from the resale in the amount of the claims assigned to us at the moment the Buyer takes receipt of the proceeds. These proceeds shall be kept separately and delivered to us. Upon our request, the Buyer shall inform us of the names and addresses of the third party debtors and the amounts, shall fulfill its obligations pursuant to § 402 of the German Civil Code (BGB) and shall notify the third party debtors of the assignment of the claim. The Buyer's authorizations to resell the goods and to collect the resulting receivables shall lapse in the event of non-compliance with the terms of payment as well as in the event of bill and check protests. In this case we are entitled to take possession of the reserved goods. The purchaser shall bear the costs incurred as a result. The repossession of goods shall only be considered as a withdrawal from the contract if we expressly declare this. If our purchase price claims are taken over into the current account (current account), the reservation of title shall remain in force as long as there is a credit balance from the current account; the reservation of title shall not be affected by the drawing and recognition of the balance. The customer is obliged to insure the reserved goods against water, fire and burglary-theft. In the event of damage, we shall be entitled to compensation in accordance with the insurance policy. With the fulfillment of all obligations of the purchaser from the business relationship with us, the ownership of the reserved goods is transferred to him and he is entitled to the assigned claims. The buyer is obliged to inform us immediately if third parties make a claim to the goods subject to retention of title or if goods subject to retention of title are seized by third parties. In the latter case, the documents required for an intervention (seizure report and affidavit showing that the seized goods correspond to the goods subject to retention of title delivered by us) must be sent to us immediately. The purchaser must present our reservation of title to the third party. The buyer shall also notify us immediately if there is a threat that our goods subject to retention of title will be affected by cessation of payments, an intended settlement or similar. The buyer shall be entitled to demand the release of the securities to which we are entitled in accordance with this paragraph if and to the extent that the value of the securities exceeds the sum of the claims to be secured by more than 20% and this is proven by the buyer. The buyer is obliged to inform his banks about the retention of title existing in our favor and its scope.
7) Deficiencies
Complaints must be submitted to us in writing within 2 weeks of receipt of the goods at the latest. After cutting or other special processing of the delivered goods, any complaint is excluded. Customary or minor, technically unavoidable deviations in quality, color, width, weight, equipment or design may not be objected to. In the event of justified complaints, we shall have the right to rectify the defect or to deliver defect-free replacement goods within 10 days of receipt of the returned goods. After the expiry of the aforementioned period, the statutory provisions shall apply. In the case of hidden defects, the statutory provisions shall apply. The Buyer shall notify the Seller of hidden defects immediately after their discovery. The delivery bill (packing slip) must be returned with all shipments and returns. If, in the case of a return of goods made for the purpose of complaint, it is found that the complaint was unjustified, we shall be entitled to charge not only the costs of shipment but also a reasonable fee for the examination of the goods. Charges of the buyer for rejected goods are not recognized by us and do not have the effect of discharging the debt of the buyer. Only credit notes issued by us for rejected goods or returned goods received will be accepted. Returns can only be accepted after prior written approval, the shipment has to be free of charge. The address for returns is Barbarastr. 62 in 46282 Dorsten.
8) Place of performance and jurisdiction
The place of performance and exclusive place of jurisdiction for deliveries and payments as well as for all disputes arising between the parties, including actions on checks and bills of exchange, shall be the registered office of the supplier.
9) Final provisions
The relations between us and the buyer are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded. By placing an order, the buyer expressly agrees to these terms of delivery. The invalidity of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions. The Buyer's terms and conditions which deviate from our terms and conditions of sale, e.g. in the Buyer's order forms, shall only bind us if we expressly accept them in writing. In the case of direct imports, we shall apply the statutory import regulations. General terms and conditions of our customers shall only apply insofar as they do not contradict our terms and conditions of delivery and business. We are entitled to assign the claims arising from our business relationship.