General terms & conditions
These conditions apply to all of our business with companies irrespective of their legal status, legal persons under public law and special funds under public law. Conditions belonging to a contracting party only apply if we recognize this in writing.
§2 Prices / Goods and Services
- All deliveries are made according to the list prices and/or valid offers. Prices are applicable on the day of shipment, inclusive of VAT. Freight, packaging, insurance is not included and will be charged separately.
- Our prices are subject to change in all parts and are only binding through our written order confirmation.
- If not explicitly written in any another agreement, our prices are per piece, net and are stated in euros.
- Additional agreements and agreements made during the course of the contract require our written consent in order to be valid.
- The minimum value of goods per order will be notified in the current price list. If the minimum order value is not reached, a supplement for small order amounts will be levied, the extent of which can also be found in the same price list.
- In cases where, following production, printing or embroidery, the client order subsequently changes, these changes are charged to said client.
- All data (dimensions, materials, colours, weights, images, descriptions, drawings) in all our catalogues and price lists are determined as well as possible, but are however only approximate and are for us, non-binding. They do not guarantee characteristics/features, but provide descriptions of our goods and services. At any time and without prior notice, we reserve the right to make technical and visual changes, changes in the range as well as changes in terms of product improvement.
- In individual cases, we reserve the right to make a correction to our prices in cases where price adjustments are necessary in the period of time between submitting the quotation and the execution of the order due to exchange fluctuations, or a change in commodity prices has taken place. The client has a right to terminate the agreement if such an increase is more than 10% of the previously agreed price. Until this, any wage costs and material costs which arise are paid for by the customer.
§3 Delivery / Transfer of Risk
- The delivery of goods from the factory takes place at the client’s expense and risk, even for free shipment. Once the shipment has been transferred to the party performing the transport, the risk is passed to the client. If the transfer is delayed due to a situation which is caused by the client, the risk will be borne by the client from the day that the shipment was ready for dispatch.
- As long not other arrangement has been agreed upon in the order, we reserve the right to select the dispatch method and the route. Transport insurance is only available upon special request at the client’s expense.
- If the dispatch or delivery is delayed at the request of the client for more than 2 weeks after being ready for dispatch, we may charge a storage fee for each month amounting to 0.5% of the delivery charge, a maximum however of 5% in total.
- Excess or short deliveries of up to 5% are caused by production factors and cannot be challenged by the purchaser.
§4 Delivery Deadlines / Delivery Dates
- The delivery period starts on the date the order is placed with us, however not before clarifying all the details, the knowledge of which is necessary for executing the order. Delivery deadlines or delivery dates are only valid if they are expressly confirmed by us. They begin with the date of our written order confirmation, however not before clarification of the complete order and thus, not before receipt of preparatory documents from the customer (e.g. print templates, source sketches, colour details, etc.). Where a partial or full payment in agreed in advance, the delivery deadlines and delivery dates do not begin until the agreed payment has been received.
- The delivery period ends on the date on which the product leaves the factory, or in the case of impossible dispatch, leaves the factory floor.
- If the delivery period is exceeded by us by more than 14 days for any reason, and a set period of grace, written by the purchaser after the occurrence of the delay has elapsed to no avail, the purchaser is entitled to withdraw from the contract. In the event of non-timely delivery as a result of force majeure or other despite reasonable diligence, non-avoidable hinderances (including transportation delays, strikes and labour disputes with our suppliers), the duration of such events does not constitute delivery delays on our part.
- Compensation is ruled out for defaults or in the case of subsequent, objective delivery impossibility except in the case of gross negligence and wilful intent.
- Delivery schedules and blanket orders are understood as firm orders with a purchase commitment wherein acceptance is to take place for the agreed schedule amounts within 12 months following the first delivery, provided that in the terms of the agreement no other deadlines are agreed and confirmed in writing by us. After the period has expired, we are entitled to supply in full part sets which remain undelivered.
- In the case of default of acceptance or default (of the debtor) by the client, the risk of accidental loss and accidental deterioration to the goods passes to the client at this time said client defaults. We are entitled to set a reasonable period and after its expiry to store the uncollected goods at the expense of the client according to §3.1.3 of our terms and conditions. Our rights to claim damages and to withdraw from the contract remain unaffected.
- Our bills are payable net, within 8 days (with a 2% discount), or within 21 days, unless there is a written agreement otherwise.
- Delivery to clients unknown by us takes place at our choice against cash, cash on delivery or prepayment.
- Incoming payments are first charged to the earliest account payable. Bills and cheques will only be accepted by us on account of performance and without incurring us costs and charges. For payment, we are entitled to default interest calculated at the rate of 8% above the current base rate per annum. An entitlement to claim further damages is not excluded.
- If the payment terms are not met without due reason, all our demands, including those for the instalment payment or agreed deferral are payable immediately. The buyer shall be entitled to a make an offset or a retaining lien with counter-claims, which are established by us as being undisputed or legally binding. Discounts will be granted only if all payment obligations from previous deliveries are fulfilled.
- In cases where there is a significant deterioration in the financial circumstances of the client giving grounds to doubt his ability to pay, we are entitled to cancel the contract, or our goods and services and to give the client a reasonable deadline for prepayment or to provide securities of our choice. After the passing of this deadline, we are entitled to cancel the contract.
- Any possible errors in our calculations must be communicated within 8 days after receipt of the invoice. The silence from the invoice recipient is seen as tacit recognition of the correctness of the invoice.
§6 Retention of Title
- Until full settlement of all outstanding accounts is made by the purchaser all goods delivered remain our property. The purchaser may sell or process the merchandise under retention of title within the scope of a proper business if it is ensured that the outstanding account from the resale will be passed onto and the retention of title is passed onto by to his customer by the client.
- Transfer of ownership by the purchaser to the goods delivered by us under retention of title does not take place through processing or conversion. If the delivered goods are combined or processed with other things, this takes place, without any ensuing obligations for us.
- If the delivered goods are sold on, either alone, or in connection with other things before payment of the purchase price (something which is part of a normal business transaction and is allowed, in particular for a resale business) by the purchaser to a third party, this commits to the purchaser to retain the retention of title. At this point, from the resale, he assigns to the customer the outstanding purchase price receivables which are owing to us for the sum of our purchase price which still has to be paid. This applies regardless of whether the goods which are supplied by us are processed, converted or combined with other things or not. If the goods supplied by us are sold after combining, conversion, processing or sold together along with other goods, then the outstanding receivables of the purchaser are assigned to his customer for the sum of the purchase price agreed between ourselves and the purchaser.
- We are entitled to report the assignment to the customer. The buyer hereby empowers us to collect the assigned outstanding receivables from his customers directly on his own behalf. At the request of the purchaser, we commit ourselves as far as possible, to affranchise the outstanding receivables which are assigned as security to the extent that their total amount exceeds our outstanding bills by more than 20%.
- The purchaser is obliged at all times, to request information as to the whereabouts of the retention of title of the delivered goods and the debts incurred from their resale and to give us in particular, the name and address of his customers and information concerning the amount of the outstanding receivables which to be reported and to inform us of all information which is necessary to assert the outstanding receivables which are assigned.
- Other acts of disposal such as pledging or transfer by way of security using our goods are excluded. The buyer is further obliged to notify us without delay of the seizure of the goods and/or the assigned outstanding receivables or other claims which third parties levy in terms of the products or the assigned outstanding receivables. In the case of seizures, a copy of the attachment protocol issue must be forwarded to us the same time. In the case of access by third parties, the purchaser must bear all the costs for repealing the access, particularly in the context of third-party proceedings, as well as those costs necessary for the replacement of the goods.
§7 Approval of Processing Orders
- Design proofs, machine proofs or embroidery proofs have to be checked by the client for condition, printing errors, colour errors as well as other possible errors, and to authorise us in writing or surrender changes in writing. We are not liable for any potential errors overlooked by the client. Amendments or corrections issued on the phone or orally must be confirmed subsequently in writing.
- Extensive changes, the resetting of films, the reprogramming of stitching or other changes which go beyond the usual level of changes after the creation of designs will be charged to the customer if the draft previously submitted by the customer is different.
- Without machine proofs or embroidery proofs, we take no responsibility for the printing and embroidery design. If the sending of such a pattern is dispensed with, we are only liable for gross misconduct. Machine proofs and embroidery proofs will only then be charged when the order is withdrawn.
§8 Warranty / Liability
- The client has the duty to inspect the goods promptly for defects. The notification of complaints due to the clearly deficient or clearly divergent nature of the goods or due to of the clear delivery of other goods than those ordered, should be made 3 days after the delivery at the latest in writing, or if the deficiency was not immediately apparent upon immediate investigation, 1 week after the discovery of the defect. If clear deficiencies are not notified in a timely and appropriate manner, the warranty governing this no longer remains applicable. When the client sends neutral, unprocessed goods to a specific processor (commission printer, commission embroiderer), the client check the product before processing as described above.
- We are entitled, at our option, to replace defective goods free of charge or to re-supply. In the case of a repair failing, the purchaser has the rights to cancel the contract to reduce the remuneration. For damage beyond our control, we are liable only to the extent of our servants’ intent or gross negligence. This applies to all claims regardless of whether they are legal provisions, tortious acts, contractual agreements or other legal grounds. This limitation of liability does not include however direct damage caused by the lack of guaranteed quality and such damages against which the buyer should be covered by through said guaranteed quality. For other consequential damages, we are liable only in the preceding limited way.
- For light fastness, the deviation and variability of printing inks and materials, and for the quality of fabrics, coatings and impregnations we are only liable in so far as the material deficiencies would have been discernible with proper examination prior to their use / prior to further processing. As is the case for all printing processes which are used, slight deviations can arise within the production print run or between the proof and serial production. These deviations are not a legitimate reason for a defect claim.
- Warranty claims do not arise through negligible deviations to the agreed quality alone nor through negligible limitations in terms of applicability. Trade and industry tolerances not entail defects. Defects in a part of a delivery do not give cause to make a claim for the entire shipment.
- If a part of a shipment or the entire delivery is claimed, no part of the disputed goods may be used, processed or forwarded. If this does happen, the claim is invalid.
- Without machine proofs or embroidery proofs, we take no responsibility for the printing and embroidery design.
- Further damage claims and expense claims which are made by the purchaser are, for whatever legal reason, excluded, especially for breach of obligations arising in connection with tortuous acts. Such claims are not applicable other than the extent that it is mandatory to do so, e.g. in relation to product liability law, through intent, gross negligence, out of injury to life, limb or health, or because of a violation of the basic contractual obligations. The claim for damages arising from a breach of contractual obligations, is however limited to contract typical foreseeable damages, and only to the extent that is covered by coverage of our third-party insurance, unless there is gross negligence or because of injury to life, limb or health.
- All warranty claims become time-barred within one year of acceptance.
§9 Copyright / Impressum
- With the issuance of a processing order, the client declares the legality and/of the consent of the trademark holder, to represent the respective image trademark. The client guarantees that the use of the image trademark does not violate the rights of others. We can not guarantee the fact that the use of said image trademarks does not infringe the rights of third parties. Any litigation costs which result in relation to this have to be advanced to us reflecting a appropriate amount of money.
- We reserve the right to all usage rights derived from the copyright in all processes as well as the right to all uses of our own models, drafts, sketches, drawings, collages, reproductions, originals, movies and embroidery programs subject to a different ruling to be composed in writing.
- We reserve the right to attach our company trademark on the inside of the product or at a suitable place on our manufactured products. In addition, we reserve the right to use products manufactured in conjunction with the customer order as a visual prototype or for our own promotional purposes.
§10 Final provisions (Choice of Law / Severability / Place of Fulfilment and Jurisdiction)
- The contractual relationship is governed exclusively by German law - this especially applies to international deliveries - . The Vienna Convention of the United Nations for the International Sale of Goods (CISG) dated 11.04.1980 and succession rules does not apply.
- Should any provision of these terms and conditions be or become ineffective, this shall not affect the validity of the remaining provisions.
- The place of fulfilment for delivery and payment as well as the place of jurisdiction for all disputes arising out of our contractual relationships is Bielefeld. We are also however entitled to take out legal action at the competent court responsible for the business seat of our contracting partners.