General Terms and Conditions
1. General Explanation
Scope
Our offers, services and deliveries are made exclusively on the basis of these General Terms and Conditions. These become an integral component part of the contract upon acceptance of our offer or our service and also apply to all future business dealings, even if reference is not explicitly made hereto.
We hereby explicitly exclude the application of terms and conditions of the customer that deviate from or supplement these Terms and Conditions.
Warehouse Stock
All items that we regularly have in stock in the warehouse feature in our price list.
Discontinued Items
The colorways listed in the discontinued items list are no longer produced following sale of the warehouse stock. In some instances, we still have extensive inventory stock. Please submit an enquiry as necessary. The items concerned are marked with ‘O’ in the alphabetic list.
B2B Outlet
The B2B Outlet offers available sale items. For all products listed under “discontinued items” returns are not possible. In addition, the ordered items may have minor variances in quantity of up to +/-10%. In the event of a variance, the price will be modified accordingly: the customer pays only for the actual lengths purchased.
Orders
When placing orders, we request that in addition to the article and colorway number, the order specifically states the number and length of cut fabric widths required. As a rule, orders are fulfilled without delay. If however, we are not able to immediately supply certain items, you will be provided with an order confirmation stating the expected delivery date. To speed up the order process, please always state your customer number. The customer must review the order information on receipt to verify that it is correct and complete. If the customer does not raise any objections within 5 working days, the information in the order confirmation will be authoritative for the content of the agreement. We reserve the right to request advance payment of 50 % of the order value for products that are not part of the current collection (special items or discontinued items). It is not possible to cancel such orders.
Repeating Patterns and Fabric Widths
Variations in the repeating patterns and fabric widths of up to 3 % are customary and do not establish grounds for complaint.
Repeating Pattern Designs
Articles marked “RD” = repeating pattern design can only be cut in full repeat lengths.
Fabric Composition
Fabric composition is to be stated in percentage amounts. Explanations of material symbols are provided. The symbols comply with the German Textile Labelling Act. The weights are noted in approximate values.
Tolerance
As a result of changes in air humidity, textile fabrics may shrink during use and during washing, drying and chemical cleaning. We recommend that hems are sewn to allow for shrinkage and that an additional amount is allowed for fitted covers. The degree of shrinkage may differ depending on the composition and texture of the fabric. Please note the following reference values (approx.) for shrinkage and elongation: synthetics 2 %, silk 1–3 %, cotton 1–4 %, viscose 3–5 %, linen 5–7 % It is not possible to provide exact values due to differing individual use and handling. Shrinking and elongation within the range of the reference values does not establish grounds for complaints.
Care Instructions
Care instructions are noted for each article in the numbered directory of articles. In addition, all meterage includes a sewn-on label with care instructions.
Customs Tariff No.
For articles featuring the f label, due to the country of origin, we are not permitted to issue movement certificates EUR. We charge a processing fee of € 50.00 for the issue of export documentation for deliveries with a goods value of less than € 1,000.00.
2. Delivery and Payment Terms
Prices
Trade purchase prices are stated net; recommended sales prices are stated including VAT at the applicable statutory rate. All prices are stated in the current price list. If the customer order goods with a value of less than £ 60.00 per order, a processing surcharge of £ 5.00 per order will be added
Transmission of Receipts by Fax or E-Mail
Instead of sending receipts by post, receipts are submitted by fax and/or e-mail. All information provided in this manner is binding. The recipient of the fax and/or e-mail must ensure appropriate paper documentation.
Delivery, Transport
Transport costs are borne by the customer. As a rule, there is no charge for packaging and rolls. The transport of goods is not insured by us and is carried out at the customer’s risk. The risk passes to the customer as soon as the goods are handed over to the person carrying out the transportation or leave our warehouse for shipment. Delivery dates may be bindingly agreed, such agreement must be made in writing. Even where binding delivery dates have been agreed, we are not responsible for delays to delivery and performance caused by force major events. We are at any time entitled to make partial deliveries and to render partial performance. Invoice deductions for the disposal of packaging material, in particular transport packaging, are not permissible. Call-off orders are permissible; a time limit must be set for such orders when concluding the contract. The call-off period is permitted to be no more than 12 months. Delivery terms ex works; other agreements are legally binding only where these have been confirmed in writing.
Default, Force Major
If the customer does not accept the goods on time, we may set a reasonable additional deadline for acceptance. As a rule, this additional period is 12 days. On expiry of the deadline, we are entitled, specifically, to charge the customer for any damage attributable to the non-acceptance and/or to cancel the contract. The customer must, if necessary, demonstrate that they were not responsible for the non-acceptance. In the event that non-binding delivery dates are not met, we enter into default only if, on expiry of the delivery date, the customer provides a reasonable additional period of 14 days and we also fail to deliver within this time. The customer’s cancellation of the contract based on our failure to meet the delivery date is conditional on the fruitless expiry of an additional period, set in writing, of at least 14 days together with written threat of cancellation unless pursuant to the applicable legal rules, by means of exception it is not necessary to set such additional period.
If we are temporarily unable to meet a delivery date as a result of force major events, labor disputes or for other reasons beyond our control or if the delivery is rendered significantly more difficult (delay to delivery), the delivery period is extended for the duration of such impediment. All of our services are subject to correct and timely delivery to us. We are not responsible for delays to deliveries by our suppliers.
In the same way, any additional period allowed as well as the acceptance period for the customer will be extended. We will advise the customer of any such delay to delivery. This does not establish any claim to damages for the customer; they may only cancel the contract due to the delay to delivery if, as a result of the delay, the delivery is no longer of interest for them or the transaction was for delivery on a fixed date. If we failed to notify the customer of the delay to delivery, they may cancel the contract without having to fulfil any further conditions if the original delivery date was exceeded by more than 5 weeks.
Shipment Handling for Fabrics measuring 300 – 330 cm wide
300 – 330 cm wide fabric meterage over 25 m: shipped rolled along the entire width. Meterage of up to 25 m: shipped in automatically machine packed cardboard boxes. Based on the quality and on special request, quantities of less than 25 m are also shipped rolled widthwise. This results in increased transport costs for the customer.
Caveats
The delivered goods are subject to customary industry deviations in the structure and color, provided these deviations are attributable to the nature of the materials used or the manufacturing process. In the case of brightly colored single-color articles, fiber-abrasion or color abrasion cannot be excluded. Please inspect all goods prior to processing to verify the quality, color, measurements, and imperfections, since any complaints made after cutting or commencement of other processing of the delivered items will not be accepted. Legitimate complaints can be taken into account only if they are received by us within five days of receipt of the goods. In the case of legitimate complaints, the goods will be replaced; other claims going above and beyond this are excluded. Defects that cannot be identified within this time despite close inspection are to be notified to us, in writing, immediately upon discovery. Erroneously ordered fabrics as well as cut orders can be returned to us only under special exceptional circumstances, subject to a charge for cutting loss of ≤ 20m = 20 %; > 20 m = 10 %. Please be aware that meterages of less than 2.50 m will not be taken back. Please state the invoice number with all returns. The relevant amount will be credited following deduction of any return delivery costs incurred. We reserve the right to credit a lower amount for returns that are rolled or packaged incorrectly.
Warranty
For the period of 12 months from the passage of risk, we assume a warranty in respect of the customer that the delivered items are free from defects within the meaning of the commercial law provisions on warranties in the German Civil Code (Bürgerliches Gesetzbuch, BGB). We are not liable for the consequences of improper use, processing, and application of the goods. This means in particular that liability for normal wear and tear is excluded. Any necessary equipment is the responsibility of the customer. We do not accept any liability for changes to the product characteristics caused by equipment provided subsequently at the customer’s request.
The customer must report obvious defects, in writing, no later than 5 days from receipt of the goods. The customer must provide written notice of concealed defects immediately upon identification thereof. To comply with the written form requirement, it is sufficient to send the notice by fax or e-mail. In the case of delayed notice of defects, the goods delivered are deemed to have been accepted. The customer is not permitted to process visibly defective goods or goods with respect to which complaints have been lodged. Otherwise, all rights based on the defectiveness of the goods are excluded. Technically unavoidable minor deviations in quality, color, width, height, weight, equipment, or design are permissible and do not constitute defects. The same applies to customary industry deviations unless delivery in accordance with the sample has been explicitly agreed in writing.
If the goods are defective and are not deemed to have been accepted, the customer can demand defect-free subsequent performance. At our discretion subsequent performance will be provided either by subsequent improvement or by new delivery unless another form of subsequent performance is evidently unsuitable or unreasonable for the customer. Any deadline set by the customer for the subsequent performance is reasonable only if it is at least 14 days. The deadline must be set in writing. If the subsequent performance is unsuccessful at least twice or if it is not carried out during the appropriate additional period set, in writing, by the customer, the customer may reduce the purchase price or cancel the contract.
Liability
We are liable for intentional or grossly negligent acts, as well as for non-compliance with guarantees, where we have assumed a procurement risk, or in the case of culpable damage to life, limb, and health. Furthermore, we are liable pursuant to the Product Liability Act. Otherwise, our liability for slightly negligent breach of obligations is limited to foreseeable damage typical of this kind of contract. This limitation of liability applies to both contractual and statutory claims and to the personal liability of our staff, employees, workers, representatives, and agents.
Retention of Title
All goods delivered by us remain our property until such time as the customer has paid all claims arising from the business relationship, including claims arising in future, in particular any current account balance. If our (co-) ownership lapses as a result of combination or processing, it is deemed agreed that the (co-) ownership of the customer in the combined item passes to us proportionate to the value (invoice value).
The customer has the right to sell the goods in the course of standard business operations provided they are not in default. In this context, the customer assigns the purchase price claims to which they are entitled as a result of the onward sale of the goods subject to retention of title to us as security for our claims. The onward sale is also made subject to retention of title. Pledge and assignment as security are impermissible under all circumstances. The customer is required to notify us immediately of any restriction to the existing security.
If the goods subject to retention of title are combined, mixed, or processed together with a movable object, this is carried out on behalf of us as the manufacturer pursuant to Section 950 BGB, without this resulting in any liabilities for us. The customer thus does not acquire ownership in the new item as a result of combination, mixing or processing. If the goods subject to the retention of title are combined with items not owned by us, we acquire co-ownership in the new item proportionate to the invoice value of the goods subject to retention of title to the total value of all combined items.
If the customer has involved a central claims settlement agency (e.g. a purchasing association) to deal with transactions with us, our retention of title in the goods subject to the retention of title as well as all security rights in its place expire only upon payment of the purchase price to us by the central claims settlement agency.
The customer hereby assigns all claims including all ancillary rights relating to the onward sale of the goods subject to retention of title – including any current account balance claims – to us. If the goods were processed, combined, or blended and if we have acquired co-ownership proportionate to the invoice value of the goods subject to retention of title, we are entitled to a corresponding share in the purchase price claim. If the customer sold the claim in the course of non-recourse factoring, the customer assigns the claim against the factor to us and forwards the proportionate share in the sales proceeds based on our rights in the goods. The customer is required to notify the factor of the assignment if they are in default of paying an invoice or their financial circumstances deteriorate to a significant degree.
We accept the assignments by the customer in the foregoing clause.
The customer is authorized to collect the assigned claims provided they are not in default of payment and their financial circumstances do not significantly deteriorate. As soon as the authorization to collect claims lapses on the aforementioned grounds, we are entitled to notify the customer’s buyers of the assignment of the claim and to collect the claims ourselves.
The customer must provide us with all information necessary for the assertion of the assigned claims and permit the review of this information. They must at any time at our request provide a precise list of the claims to which they are entitled, stating names and addresses of the buyers, the amount of the individual claims, invoice date, etc.
If the value of the security furnished in our favor exceeds all of our claims by more than 10 %, we are required at the customer’s request to release security at our discretion.
The customer does not have the right to pledge or assign as security the goods subject to retention of title or the claims assigned to us.
The customer must notify us immediately of any seizure of the goods subject to retention of title or the assigned claims, stating the pledgee. The customer must furthermore provide us with all information and documentation required for us to assert our rights. The executory officer or a third party must be notified of our ownership. The customer must bear all costs incurred in order to reverse the seizure and reacquire the goods subject to retention of title, provided these cannot be recovered from third parties.
If the customer is in breach of contract, in particular if they are in default of payment, we have the right to take back the goods. The taking back of goods does not constitute cancellation of the contract unless this is explicitly stated, in writing. We are authorized to utilize as we see fit any goods subject to retention of title that we take back. The proceeds of such utilization are to be offset against the customer’s liabilities, less reasonable utilization costs.
The customer must safely store the goods subject to retention of title and insure them to the customary extent against the usual risks such as e.g. fire, theft, and water damage. The customer hereby assigns the compensation claims against insurance companies or other parties liable to pay compensation relating to loss events of the kind outlined in the foregoing in the amount of the invoice value in the goods subject to retention of title. We hereby accept such assignment.
As a rule, the customer is permitted to carry out factoring for their accounts receivable. However, the customer must inform us before entering into any contingent liabilities.
Payment Terms
Net 30 days from invoice date. For order values upwards of EUR 4,000, a deposit of 30 % must be made, for order values upwards of EUR 6,000, a 50 % deposit is due. Customary default interest will be charged on payments made after the due date. The customer is entitled to offset, retention or reduction, also in the case of claims based on defects and/or if counterclaims are asserted, only if the counterclaims have been determined without further legal recourse or are uncontested. In the case of late payment, we reserve the right to charge the interest charged by business banks for unpaid overdrafts, but at least 4 % above the basic interest rate of the European Central Bank, plus our dunning expenses.
If the customer involves a centralized authority (e.g. a purchasing association) in the payment, the receipt of the sum on our account is decisive for the payment date.
Payments will always be used first to cover interest accrued and then to cover the oldest due claim.
The offsetting against and retention of due invoice amounts is permissible only with respect to claims that are uncontested or have been determined without further legal recourse. This also applies in the case of suspension of payment by us. Other deductions (e.g. postage charges) are not permitted.
Refusal of Performance in the event of Default of Payment
In the event of default of payment, impending insolvency, or other material deterioration in the financial circumstances of the customer, we are entitled to make all further deliveries under current contracts conditional upon the customer making advance payment or providing other appropriate security.
Furthermore, we are entitled to demand from the customer, cancelling all agreed payment dates, that they settle all current payment claims within an additional period of 14 days.
Place of Performance and Place of Jurisdiction
The place of performance for the delivery and payment is Oberursel/Taunus, Germany.
The place of jurisdiction for all claims relating to the contractual relationship is Frankfurt am Main, Germany. However, we also have the right to file suit against the customer at its residential or business address.
The laws of the Federal Republic of Germany apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Project-Based Orders
In the case of project-based orders, the transport costs are borne by the client. The payment conditions are agreed individually for project-based orders with a goods value in excess of €5,000. In line with the customary global industry approach, 1 defect per 10 meters for upholstery fabric with a length of more than 6 meters and for curtain fabric with a length of more than 10 meters and 2 defects per 10 meters for delicate fabrics such as velvet and fabrics containing silk or mohair are permissible. Defects will be marked with a label on the fabric. We compensate the customer for these defects by including an extra allowance. The customer does not have any claim to further compensation in respect of such faults. The products are delivered in line with our standard delivery times. Unless otherwise agreed, in writing, the delivery times are guideline values. We are not liable for damage, loss or penalties resulting from delayed delivery unless we acted intentionally or grossly negligently. We will advise the customer as soon as possible if the delivery is delayed, stating the new delivery date.
Miscellaneous Provisions
All legal relationships between the parties are governed by the laws of the Federal Republic of Germany. Should one or more of the foregoing provisions be or become invalid or unenforceable, this shall not affect the validity of the remainder of the provisions. The invalid or unenforceable provision is to be replaced by a valid or enforceable provision that comes as close as possible to attaining the economic objective of the original provision.
February 2023
