These General Terms and Conditions of Sale, Delivery and Payment apply to business transactions with entrepreneurs, legal persons under public law and special funds under public law.
1. General, Offer and Purchase Order
1.1 Our deliveries and other services are made exclusively on the basis of these General Terms and Conditions of Sale, Delivery and Payment (hereinafter „Terms and Conditions“) and the „Important Information“ printed on the respective price lists. These Terms and Conditions also apply to all future transactions, even if this is not expressly agreed again.
1.2 We shall not be bound by deviating, conflicting or supplementary terms and conditions of the Customer unless we have expressly agreed to their application. This also applies if the Customer‘s general terms and
conditions are sent to us with the purchase order, in a letter of confirmation or in another manner and we do not expressly object to them or we make the delivery to the Customer without reservation.
1.3 Offers and purchase orders shall not be binding until we have issued our written order confirmation.
1.4 Oral agreements or agreements made on the telephone shall only become components of the contract
if they are confirmed by us in writing.
2.1 Prices are in EURO including packaging and excluding any costs of transportation, the respective applicable value added tax, customs duty and charges and other public levies ex our warehouse.
2.2 Unless a price has been expressly agreed, the respective price list applicable at the time the contract is entered into shall be the decisive basis for calculating the price. This also applies to follow-up orders. References by the Customer to earlier orders („as usual“) refer to the model numbers only.
2.3 We reserve the right to alter the prices accordingly if, after conclusion of the contract, cost reductions or cost increases result, particularly owing to collective agreements, material and energy cost adjustments
or alterations of the costs of transportation providing the delivery does not take place within two months of conclusion of the contract. On request the Customer shall be provided with proof of the cost increases.
3. Handling and processing of customer supplied fabrics
3.1 Fabrics submitted for handling and processing are to be sent free of charge to our factory, supplied rolled up and in clean packaging including a delivery note with details of the order.
3.2 The defined amount of material required for processing of single colored flat-weaves shall be calculated from the selvage. If this type of cut is not possible, any additional material necessary will be subsequently
requested. In the case of pattern repeat coverings and cut-edge processing (on request) the amount of material has to be determined in advance.
3.3 The underlying principle will apply: Materials sent to us will be processed without checking for their
suitability. We accept no liability for the formation of wrinkles or errors in the weave or other defects,
which result from the materials sent to us. If it should emerge that unsuitable material was supplied, then no warranty claims can be made. The customer shall bear any additional costs we incur, in particular for goods returned, difficulty in processing, etc.
4. Delivery and Delivery Period
4.1 The delivery item shall be determined by the order confirmation. Information contained in advertising and printed material is not legally binding.
4.2 Slight deviations from the sample on show or information contained in the brochure which are customary in the trade in terms of dimensions, finish and colour can arise from the type of products which we manufacture. They do not give the Customer a right to assert claims for defects. In particular, we are unable to guarantee identical colours in the case of materials and leathers, veneers and lacquer work. This also applies to follow-up orders.
4.3 We reserve the right to make part-deliveries unless they would be unreasonable for the Customer. Partdeliveries shall be deemed unreasonable if the partdelivery cannot be used by the Customer in the framework of the contractually designated use and the Customer will incur significant additional expenses or additional costs as a result.
4.4 All deliveries shall be EXW from our warehouse (INCOTERMS 2010). The delivery times we give shall not be binding as a matter of principle unless we have committed to or agreed a fixed delivery period or delivery date. Any delivery period committed to or agreed or delivery date committed to or agreed shall cease to apply in the event that amendments are made to the contract unless the amendment is insignificant. If shipping has been agreed, the delivery times and delivery dates refer to the time when the delivery items are handed over to the carrier.
4.5 In the event of force majeure, particularly in the event of industrial action, such as strike and legal lock-outs, and in the event of other obstacles to performance for which we are not responsible, the delivery or performance period shall be extended by a reasonable period. We shall inform the Customer about the beginning and end of such circumstances. The same applies if one of our suppliers does not supply the correct items to us or does not supply them on time.
4.6 The rights of both parties regarding termination and rescission are subject to the law. The Customer can only claim compensation subject to the conditions set out under 9.
4.7 On our request, the Customer shall declare within a reasonable period whether it wants to rescind the agreement as a result of the delay in delivery and/or is demanding compensation in place of delivery in accordance with 9. or is insisting on performance. If the Customer does not exercise this right to choose within a reasonable period, its right to performance shall lapse.
5. Passage of Risk and Default of Acceptance
5.1 If the goods are shipped at the request of the Customer, the shipping shall be at the Customer‘s risk,
whereby the beginning of loading shall be decisive for the passage of risk. In the event that shipping
is delayed for a reason for which the Customer is responsible, risk shall pass to the Customer when
the goods are ready to be dispatched and the Customer is notified accordingly.
5.2 If the Customer does not collect the goods in due time, we shall invoice the Customer for them and
store them at the Customer‘s cost and risk. This shall not affect our right to performance or other rights.
We shall only take out insurance at the express request and at the cost of the Customer. In the
event that the goods are stored on our own site, we reserve the right to claim a fixed price of EUR 1 per
m³ for each day of storage. The parties reserve the right to prove that lower or higher costs were incurred.
6. Terms of Payment
6.1 The purchase price shall be due for payment in accordance with the respective terms of payment.
6.2 We only accept cheques and bills of exchange by prior arrangement; acceptance shall be as conditional
payment. The Customer shall bear any costs associated with acceptance.
6.3 We reserve the right to only make outstanding deliveries or to provide outstanding services in return
for advance payment or security if, after entering into the agreement, the Customer‘s financial situation or the recoverability of any security furnished deteriorates significantly or this becomes clear after entering into the agreement and this puts the payment of an account payable to us at risk - even if any security furnished is realised. Deterioration of the recoverability of a security shall also include, in particular, the case where a commercial credit insurance policy which we have chosen to take out to cover the Customer‘s outstanding debts is no longer sufficient. If, after we have set a reasonable deadline, concurrent payment has not been made or a security furnished, we may rescind the agreement after fruitless expiry of the deadline.
6.4 The Customer shall only be entitled to a right of retention or right of set-off with counterclaims if we have acknowledged its counterclaims, they are undisputed or have been determined with binding legal effect.