GENERAL TERMS AND CONDITIONS OF PURCHASE OF HOFTEX GROUP AG
These General Purchasing Conditions shall apply to all legal relationships between the Supplier and Hoftex Group AG and its affiliates in application of § 15 et seq. of the German Companies Act (Aktiengesetz).
The provisions shall apply to all orders by us pertaining, among other things, to the delivery of goods or the provision of services by a third party on the basis of purchase, project or service agreements (hereinafter collectively referred to as ‘service’ or ‘goods’).
These General Purchasing Conditions in their respective versions shall also apply to future orders, without our having to reference them separately in each individual case. The latest, valid version of these Conditions can be found on our homepage at www.hoftexgroupag.com.
Acceptance of an order shall render these General Purchasing Conditions part of the content of the agreement. Supplier conditions at variance herewith, and any agreements to the contrary, shall be valid only if they have been approved by us in writing. Silence or unconditional acceptance of the service or its payment shall not be deemed to constitute consent to conditions to the contrary. Once granted, consent shall be valid only for the individual case, and not for previous or future contracts.
While we expect immediate confirmation of orders, this expectation shall not extend to forecast delivery schedules. The supplier shall bring any obvious errors (e.g. typographical or computational errors), and any orders or forecast delivery schedules that may be incomplete, to our attention prior to acceptance, for purposes of correction or completion, granting us the opportunity to make the appropriate changes.
Forecast scheduled deliveries of the service shall become binding if left unchallenged in writing by the Supplier for 48 hours from receipt, at the latest. Specifically agreed delivery dates shall always take precedence. We shall have the right to withdraw our order if it has not been accepted by fax or e-mail within 14 days’ time.
3. Excess or short deliveries
Excess or short deliveries by the Supplier shall be subject to our prior written consent.
4. Pricing and payment terms
Unless otherwise agreed in writing, the prices stated in the order shall be fixed prices. All prices include statutory value-added tax, if this tax is not listed separately. Unilateral price changes on the part of the Supplier shall not be permitted under any circumstances.
Unless otherwise agreed in writing in the individual case, the pricing stated in the order shall be deemed to comprise all services and ancillary services on the part of the Supplier (e.g. installation) as well as all incidental costs (e.g. proper packaging, transport costs including transport and liability insurance).
Unless otherwise agreed in writing, our payments shall be made within 30 calendar days and, in the case of payment within 14 calendar days, subject to a 3% cash discount on the net amount invoiced. The payment period shall commence upon receipt of the contractual and complete performance of the service (including any agreed acceptance) and receipt of a proper invoice stating the order number, the supplier number, and the number, quantity and unit price. In the event of acceptance of premature deliveries, the due date shall be based on the agreed delivery date.
The Supplier hereby declares its willingness, if requested by us to do so, to participate in a credit memo procedure. If the delivery is faulty, we shall be entitled to withhold payment in proportion to the value at stake, pending proper fulfilment.
In the absence of our prior, written consent, which may not be unreasonably withheld, the Supplier shall not be entitled to assign its claims against us, or to have these collected by third parties.
We reserve all statutory rights to offset and retain payment and to assert claims for breach of contract. In particular, we shall have the right to withhold due payments as long as we have claims against the Supplier from services that have not yet been executed in full, or that are defective. The Supplier shall have rights of offset or retention only for legally established or undisputed counterclaims.
For any down payments to be made on delivery items, we shall be entitled to demand suitable collateral, such as, but not limited to, bank guarantees or group guarantees.
5. Delivery dates and deadlines, delays
The service time specified by us in the order or in the forecast delivery schedule shall be binding.
Any delays shall be notified in writing by the Supplier immediately, stating the reasons and expected duration of the delays.
In the event of delayed delivery, we shall be entitled to demand a contractual penalty that is equal to 1% of the order value as lump-sum damages for each commenced week of delay, but that shall not exceed a total of 5% of the order value. This penalty for delays shall be set off against any further claims for damages.
The receipt of the goods or the provision of the service at our premises shall be deemed dispositive of compliance with the time of service. If the delivery or service is not rendered at all, or is not rendered on time, or if the Supplier is in arrears for other reasons, we shall be entitled to assert the legal claims to which this circumstance gives rise, without prejudice to the further provisions in these Purchasing Conditions.
Force-majeure events, specifically, but not limited to, war, strike, lockout, regulatory measures, natural disasters, epidemics, pandemics, embargoes or delays in the provision of deliveries and services by subcontractors owing to such circumstance as set forth in this clause and to other unforeseeable, unavoidable and serious events beyond our control, shall release us from our service obligations for the duration of the disruption and in a manner that is commensurate to the extent of its impacts. We shall notify the Supplier of the circumstances in question. If the disruption should last longer than six (6) months, we shall be entitled, but not under any obligation, to enter into new negotiations on contractual performance, or to terminate this contract through service of written notice to the Supplier. There shall be no obligation to compensate the Supplier for this, however.
6. Terms of delivery and packaging
In the absence of written agreement at variation herewith, delivery by the Supplier shall be performed DDP (Incoterms 2020) incl. packaging.
7. Audit rights
During production and continuing through to delivery at the premises of the Supplier, we shall be entitled – including in tandem with our customers, if need be – to inspect material, manufacturing processes and all other work necessary for the provision of the service during normal business hours. We are also entitled to commission the service of inspection and/or review by an independent company, which we may freely choose for the purpose of such an inspection. If permission for this inspection is not forthcoming, and no substantial grounds exist for such refusal, we shall be authorised to withdraw from the contract, without giving rise to a claim on the part of the Supplier for damages, or for payment for services rendered to date. This arrangement shall also apply if defects or deviations from the contractually stipulated points already come to light during the inspection. Alternatively, we shall be entitled to demand immediate subsequent performance. We shall be entitled at all times to request reports on the items ordered by us, and in particular with regard to the status of production. Full responsibility for the performance of service shall rest with the Supplier.
In the absence of our prior, written consent, the Supplier shall not be entitled to have the service owed by it carried out by third parties (e.g. subcontractors). Unless otherwise agreed in writing in the individual case, the Supplier shall bear the procurement risk for its service.
Where it is within the scope of reasonableness for the Supplier, we may require changes in the way its service is designed and carried out. The Supplier shall implement such changes within a reasonable period of time. In this case, the effects – particularly with regard to added or reduced costs as well as delivery dates – shall be reasonable, laid down in writing and agreed by the Parties. If no agreement is reached within a reasonable period of time, we shall be authorised to refrain from placing further orders.
The Supplier shall be obliged to constantly monitor the quality of service at its own expense. In particular, it shall keep records indicating when, in what way and by whom the service has been reviewed. These audit documents shall be retained for at least fifteen years and presented to us if necessary. For documentation and archiving, reference is made to the VDA document: ‘Band 1, Dokumentation und Archivierung – Leitfaden zur Dokumentation und Archivierung von Qualitätsanforderungen [Volume 1, Documentation and Archiving – Guide to the Documentation and Archiving of Quality Requirements]’, and to the VDA document: ‘Prozessbeschreibung besonderer Merkmale (BM) [Process Description of Special Features (BM)]’, each in its latest edition.
10. Quality and protective regulations
The Supplier hereby warrants that its deliveries and the processes, goods and services it provides are reflective of the current state of scientific and technical knowledge and satisfy the applicable legal and regulatory requirements of the exporting country, the importing country and the country of destination as specified by the Customer – where this has been communicated to the Supplier.
At all times throughout the term of the Agreement, the Supplier shall, to the best of its ability, maintain a level of technology, quality, service and price with regard to the manufacture and sale of its goods or services that is at least as competitive as that of other manufacturers of similar goods/services for the intended application.
As part of its quality support for its services, the Supplier shall perform an investigation of any possible errors or complaints as quickly as possible and submit a duly completed 8D report. The Supplier shall make the details of the analysis and the results of its investigation available and take remedial steps as appropriate. Within the scope of the legal possibilities, the Supplier shall place its upstream suppliers under the same obligation where compliance with quality requirements is concerned.
Any hazardous substances shall be packaged and labelled in accordance with the applicable laws; the respective safety data sheets shall be supplied as well. The classification of the dangerous goods, or the words ‘no dangerous goods’, shall be indicated on the delivery note. In addition, the Supplier shall notify us in writing, without prompting on our part, of the use of any SVHC (substances of very high concern), in accordance with the REACH Regulation.
Protective regulations applied during the delivery or performance of work (including but not limited to technical regulations, occupational-safety and accident-prevention regulations, environmental regulations) shall be strictly applied. This shall apply in particular to EU regulations, laws based on EU directives, accident-prevention and occupational-safety regulations, the German Equipment Safety Act (Gerätesicherheitsgesetz) and the state of the art in matters of safety and occupational health.
In circumstances in which applicable and in which no other written agreement has been entered into, the CE label must be clearly visible; the Declaration of Conformity and the hazard analysis shall be provided as well. Packaging materials should be produced without CFCs and should be chlorine-free, chemically inert, groundwater-neutral and non-toxic when combusted. All packaging should be reusable and should also be made of environmentally-friendly materials. The Supplier shall retrieve packaging material at our request.
The Supplier shall, by 31 January at the latest, furnish for the current calendar year a supplier’s declaration with certificate of origin for all items in series. Should new or additional items are to be delivered in a current calendar year, a supplier’s declaration shall be submitted without prompting. The Supplier hereby covenants to comply with the regulations of the United States Securities and Exchange Commission (SEC) and of the Dodd-Frank Act, and not to use conflict minerals (tin, tantalum [coltan], tungsten or gold) in the manufacture and functionality of its goods. The Supplier hereby covenants to use and select such minerals as will ensure sufficient due diligence (OECD Due Diligence Guidelines) and shall see to it that only such minerals as have been certified by an independent third party as conflict-free are used.
11. Scope of liability and warranty
In the event of material and legal defects (including incorrect and short deliveries as well as improper installation and defective instructions for assembly, operation or use), and in the event of other breaches of obligation, unless otherwise specified below, the provisions of statute shall apply. By way of derogation from § 442 (1) Sentence 2 of the German Civil Code (BGB), when making purchases, we shall be entitled to warranty claims without limitation, even if, as a result of gross negligence, we did not become aware of the defect upon conclusion of the contract.
Our inspection obligation in accordance with § 377 of the German Commercial Code (HGB) shall be limited to such as defects as become obvious during our external inspection of incoming goods, including the shipping documents, and during our quality control conducted by means of sampling (e.g. damage during transport, wrong or short deliveries). If such an acceptance has been agreed, there is no inspection obligation. In all other respects, this shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking the circumstances of the individual case into account. Our obligation to report defects that are subsequently discovered shall remain unaffected hereby. In all cases, our complaint (notification of defects) shall be deemed free from delay and timely if it is received by the Supplier within 10 working days.
We shall be entitled, at our own discretion, to demand rectification or replacement of the defective service with flawless service. If we cannot reasonably be expected to proceed with the process of subsequent performance with regard to disruption-free production, we shall be entitled to remedy the defect ourselves, or to have it remedied by a third party. The Supplier shall bear the costs in which this results. The costs to be borne by the Supplier within the framework of subsequent performance shall also include the incidental costs incurred by our customers for the detection of defects and the warranty, and in particular the transport, travel, labour and material costs required to rectify the defect. The claim for rectification of defects shall also extend to such defects in the goods delivered by the Supplier as were only caused by the original defect, as well as for goods which must necessarily be destroyed or damaged in the course of replacing/repair of the defective goods. Particularly for the case of delivery of a replacement by the Supplier and procurement of a replacement by ourselves, this shall also extend to the costs of removal and installation. This shall be without prejudice to the right to damages, particularly to damages for non-performance.
The Supplier shall be liable for all damages incurred by us or third parties in connection with the order, including for damages occurring within the premises.
The Supplier hereby indemnifies us against any claims for damages arising out of breaches of its obligations.
12. Product liability
If third parties should hold us liable under product-liability rules for product defects caused by the Supplier and affecting goods that the Supplier has delivered to us, the Supplier shall have an obligation to indemnify us from these claims, and from all resulting expenses and damages, including the costs of legal proceedings and defence costs, if the product defect was also caused by the Supplier. By the same token, the Supplier shall be liable for costs incurred by us for measures taken to defend ourselves from damages claims, and for mitigation measures, such as recall actions and customer-service measures, insofar as these measures are based on the defectiveness of the service performed by the Supplier. Other contractual and legal claims by us, specifically as arising under the German Product Liability Act, shall remain unaffected by the above provisions.
A Product Safety Officer (PSO) shall be appointed for each stage along the supply chain. Changes in this regard shall be communicated to us in writing by the Supplier, without delay and without a need for prompting.
The Supplier shall be obliged to ensure adequate insurance cover with regard to its obligations. By way of example, but not exhaustive in scope, this obligation shall extend to the areas of public liability, product liability and recall insurance and shall be subject to cover by the Supplier. Upon request, it shall provide us with written proof of insurance cover. The Supplier shall communicate to us, in writing and without delay, any material changes to the scope of insurance, or termination of the insurance policy.
We shall be entitled, without restriction, to statutory claims of recourse within a supply chain (supplier recourse pursuant to § 478, § 479 BGB), in addition to claims for defects. Specifically, we shall be entitled to insist upon precisely the kind of subsequent performance (rectification or replacement) from the Supplier as we owe our buyer in the individual case. This shall not impinge upon our option under law (§ 439 (1) BGB).
Before we recognise or fulfil a claim for defects asserted by one of our buyers (including compensation for expenses pursuant to § 478 (3), § 439 (2) BGB), we shall notify the Supplier and request a written statement of the facts and its position with regard to the matter. If such a statement of position is not issued within a reasonable period of time and no amicable solution is reached, then the warranty claim actually granted by us shall be deemed owed to our buyer. In such case, the burden of furnishing proof to the contrary shall fall to the Supplier.
Our claims arising from recourse against suppliers shall apply even if, prior to their sale to a consumer by us or by one of our buyers, the goods were further processed, e.g. through incorporation into another product.
15. Limitation period
Unless otherwise specified below, the Parties’ mutual claims shall be subject to limitation periods as set forth by statute.
At variance with § 438 (1) 3 BGB and § 634a (1) 1 BGB, the general statute of limitations for claims for defects is three (3) years from transfer of risk or acceptance. The three-year limitation period shall also apply accordingly to claims arising from defects of title; moreover, claims arising out of defects of title shall never come under the statutory period of limitations if the third party can still assert the right as against us – particularly for want of coming under the limitation period.
16. Transfer of ownership
Ownership of the goods shall transfer over to us, unconditionally and irrespective of our payment of the price. If, however, we accept an offer from the Supplier to transfer ownership upon condition of payment of the purchase price in individual cases, the Supplier’s retention of title shall expire no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, we shall remain authorised to resell the goods under advance assignment of the resulting claim, including prior to payment of the purchase price (alternatively, through application of the simple retention of title as extended to resale). This shall preclude all other forms of retention of title, in particular extended, transferred, or prolonged retention to include further processing.
17. Industrial property rights
The Supplier shall be liable for the fact that its service is free of third-party rights, and that this service and contractual use thereof do not infringe any patents or other industrial property rights of third parties, at least one of which is published in the Supplier’s home country, by the European Patent Office or in one of these countries: the Federal Republic of Germany, France, Great Britain, Austria or the USA. In this respect, the Supplier shall have an obligation to conduct a search and testing for conflicting industrial property rights of third parties. Sentence 1 of this clause shall not apply if the Supplier has produced the service according to drawings, models or similar other descriptions or indications submitted by us and is unaware or not required to be aware of the fact that products that it has developed are in breach of industrial property rights. The Supplier hereby covenants to notify us without delay of any risk of infringement or alleged infringement. Without being requested to do so, the Supplier shall furnish notification of the use, in the service ordered, of published and unpublished proprietary rights and licensed property rights and industrial-property-rights applications, and of any existing restrictions thereupon. In the event of a claim by a third party for an infringement of industrial property rights, the Supplier shall, at its own expense, obtain from the owner of such industrial property rights the necessary license for the service, commissioning, use, sublicensing, resale, etc., of the service. If the Supplier proposes a change in service in the effort to avoid an infringement of industrial property rights, and the end customer has unconditionally approved this change for series delivery in compliance with its requirements for series approval, the licensing obligation shall be waived.
The Supplier hereby covenants to treat all commercial and technical details of which it becomes aware through the business relationship, and that were not already public knowledge, as trade secrets. The Supplier is aware that this information has, to date, not been known or readily accessible, whether in its entirety or in its particulars, and is therefore of economic value to us, that this information is protected by reasonable confidentiality measures on the part of the owner, and that a legitimate interest exists in keeping this information confidential. Any Information that does not meet the criteria for a trade secret set out in the German Trade Secrets Act (GeschGehG), will nevertheless be subject to non-disclosure requirements. Electronic data, drawings, models, templates, samples and other documents must not be provided, or otherwise made accessible, to unauthorised third parties. The respective Party shall retain all proprietary rights and copyrights to this information. The reproduction of such items shall be permissible only within the scope of the operational requirements and the applicable provisions of copyright law. The non-disclosure obligation shall remain in effect for five (5) years even following termination of the contractual relationship. Sub-suppliers, if commissioned by the Supplier with our consent, shall be placed under a corresponding confidentiality obligation.
19. General provisions
In accordance with our strategy around corporate social responsibility, we expect all suppliers and business partners, as well as their employees, to conduct themselves responsibly and to comply with the basic principles to which business partners are subject under the terms of our Code of Conduct. This code can also be found on our homepage at www.hoftexgroupag.com.
The place of performance for deliveries shall be the place to which delivery is to be made pursuant to our instructions, or by written agreement, but in case of doubt it shall be our registered office located at Fabrikzeile 21 in Hof/Saale, Germany.
The exclusive place of jurisdiction shall be Hof/Saale, Germany, for any disputes arising in connection with the establishment, validity and assertion of claims hereunder.
These Conditions, and all legal relationships between us and the Supplier, shall be governed by the laws of the Federal Republic of Germany, to the exclusion of international and supranational (contract) law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).
This Agreement and any rights and obligations hereunder shall not be transferable to third parties without our prior, written consent.
Any side agreements or amendments to these provisions shall only be effective if they have been confirmed in writing by us. The same arrangement shall also apply to any waiver of this written form requirement.
For the remainder, the invalidity or impossibility of enforcing individual provisions shall not affect the validity of the remaining provisions of these Conditions. Any provisions that are invalid or impossible to enforce shall be deemed replaced by such valid/enforceable provisions as come as close as possible to fulfilling the economic purpose of the nullified provision(s). The same shall apply in the event of a loophole.
The Supplier may advertise its business relationship with us only if we have given our prior, written consent to its doing so. This shall apply in particular to the use of our name and logo.
Issued April 2021
GENERAL TERMS AND CONDITIONS OF SALE OF HOFTEX GROUP AG
These General Terms and Conditions of Sale apply to all products and supplies & services of Hoftex Group AG and the companies linked to it as members of the same group.
2. Offer and acceptance
The offering and acceptance of orders is done under the following terms and conditions. The validity of contradictory terms and conditions is explicitly excluded. All offers are non-binding. The contract will only be concluded with contents that have been confirmed by us and only with our written confirmation.
Additions and amendments to the purchase contact must be made in writing.
3. Payment: See also the front page
Discount may only be applied to the pure value of the goods and including the rate of Value Added Tax that was applicable at the time of the delivery. Interest for late payment is to be 8% above the base rate. Deductions of any kind are not permitted. Credit notes will always be offset from the grossed invoiced amount, any reduction due to discount already granted will be calculated back.
In the event of late payment or non-payment we are not required to make any further deliveries even if the delayed payment has already been made, and we are entitled to demand payment in advance in cash for all deliveries currently being made and for any that are still outstanding, any receivables that are not yet due for payment are to be regarded as due for payment immediately, regardless of their value and without regarding to any active bills of exchange, we also have the right to claim compensatory damages due to non-fulfilment or to withdraw from any contracts that are still in force at that time. We can claim the same if we learn of reasons as to why our claims could be placed at risk. If after the order has been awarded the credit insurance limit of the customer has been withdrawn or reduced we are entitled to only deliver against payment in advance.
Payments are always to be made against the oldest liability items that are due for payment.
The companies of "Hoftex Group AG" (see the front side) are entitled to offset receivables and liabilities from business transactions with the buyer.
The offsetting of and the retention of invoiced items that are due for payment is only permitted in the case of receivables that are undisputed or legally enforceable.
4. Retention of ownership
All delivered goods shall remain our property (retained goods) up until the time that are receivables and claims have been completely fulfilled. The buyer may sell or process the retained goods up until our revocation that is permitted to be given at any time only within normal and appropriate business transactions and at his normal terms and conditions of business.
We shall only make use of this right of revocation in the above-mentioned cases.
The buyer is entitled and authorised to resell the retained goods only to the extent that the receivable and all ancillary rights arising from the resale are transferred to us, and in particular the buyer may only hand in to his bank bills of exchange that have been issued by him and accepted by third party buyers up until our revocation that is permitted to be given at any time. He is not entitled to make any other use of the retained goods.
If the buyer sells the retained goods to another company that is part of his corporate group then the authorisation to make use of these goods is restricted to the extent that our property rights are to be transferred in rem and the receivables are to be assigned.
The handling and processing of retained goods is done by us as a manufacturer within the meaning of section 950 of the German BGB [Commercial Code] without this entailing obligations for us. The processed goods are to be stored for us by the buyer at no charge. If the retained goods are processed together with other objects belonging to the buyer that had been bought in or are subject to the so-called simple reservation of property rights in accordance with section 449 of the German BGB [Commercial Code] we then acquire the sole property rights to the processed product. If the retained goods are processed with other objects that had been supplied likewise with reservation of property rights and to the exclusion of the legal consequence stated in section 950 of the German BGB [Commercial Code], we acquire joint ownership to the new item in the ratio of the billable value of our retained goods to the billable value of the other processed objects. If our goods are mixed or connected with other objects and if as a result our property rights to the retained goods are lost (sections 947 and 948 of the German BGB [Commercial Code]), then it is hereby agreed now that the ownership right of the buyer to the mixed item or the united item within the scope of the billable value of our retained goods shall pass to us and that the buyer shall store these goods for us at no charge. Otherwise the same shall apply as for retained goods to the items or stocks arising from the processing or mixing These items or stocks shall be regarded as retained goods.
The buyer shall hereby assign to us as of now the receivables arising from the resale of the retained goods without or after processing, connection or mixing with all the associated ancillary rights, including claims to any credit insurance that might be applicable. The resale shall be regarded as equivalent to the claim to the party causing the damage or to an insurance company in the event of an instance of damage. The assignment is to be accepted by us.
The assigned receivables serve as a surety in the same way as the retained goods. In the event that the retained goods are sold by the buyer together with other goods that do not belong to us, the assignment of the receivable from the resale shall be in the amount of the billable value of the retained goods that have been resold.
If the retained goods are disposed of or sold after connection, mixing or processing with other goods that do not belong to us, then the assignment shall only be in the amount of our portion of the joint ownership to the assigned item or the assigned stock.
The buyer is entitled to collect receivables arising from the receivable up until our revocation that is permitted to be given at any time. We shall only make use of this right of revocation in the abovementioned cases.
The buyer is not entitled under any circumstances to assign the receivables to third parties.
Purchase agreements are to be concluded subject to the precondition that the agreed reservation of property rights is not contradicted by a factoring agreement or any similar agreement either at the time that the agreement is made or also during its period of validity. Otherwise the buyer must inform us at once.
It not permitted to attach or transfer by way of security the retained goods or the assigned receivables. The buyer must inform us at once in the event of an attachment of the goods or similar actions by third parties that would affect our rights.
If the value of the sureties made to us exceeds the values of our receivables and not only temporarily by a total of more than 10 %, then we are required to free up sureties of our choice in a corresponding amount at the request of the buyer.
We are entitled to make valid our claims to retention arising from the property, and in particular to forbid the authorisation for processing and resale of the retained goods, to demand their restitution and to revoke the authorisation to collect monies for them if the buyer does not meet his obligations for payment in accordance with this contract. In this case the buyer is required to send to us immediately a listing of all the retained goods that still exist in any form and to provide a listing of the receivables and liabilities to third party creditors, in addition to copies of the invoices and to provide all the required information. In the event of an insolvency the buyer is required to inform of this insolvency at once.
At our request the buyer is required to immediately inform third party creditors of the assignment to us if we have not already informed them ourselves. Regardless of this, we have the right at any time to physically inspect the stocks of retained goods and assigned receivables and/or to check the accounting of the buyer with regard to them.
It is not necessary to set a period of grace for the taking back of the retained goods nor to withdraw from the contract unless we have explicitly stated the latter in writing. If we have taken back goods on the basis of this reservation of property rights, we are free to make use of them as we please.
The buyer is required to make good the reduction in value that the goods have suffered since the conclusion of the contract and also any lost profits. If there is any dispute as to whether the goods produced by the buyer contain our retained goods, proof of identity shall be regarded as furnished if we and the other suppliers have transferred their reservation of ownership rights to a fiduciary trustee for enforcement.
Amounts coming in from assigned receivables are to be kept separate until transfer.
5. Complaints or other objections
In the case of visible defects complaints must be made within no more than 12 (twelve|) days of receipt of the goods. In the event of a defective or incorrect delivery we have the right to make within the agreed delivery period and in addition an appropriate extension of time for delivery to deliver a replacement or else make good.
In the cases of defects that are not immediately visible the complaint must be made immediately after discovery but in any case within no more than 2 (two) months of receipt of the goods.
All liability shall be null and void if the delivered goods are processed for purposes that are not suitable according to the current state of the art of technology The same applies to failure to comply with any regulations concerning care labelling or marking.
In the case of deliveries of remainders, job lots and special orders and goods of second class quality that are sold at reduced prices all complaints are excluded.
The making good of any further damage that is due to the defectiveness of the supplied goods Including indirect and direct damage and consequential damage) that be limited in the event of slight negligence to twice the amount of value of the goods of the delivery or partial delivery that is affected.
In the case of slight and gross negligence claims for damages shall be excluded if it involves instances of damage that are not typical for such a contract and which could not have been envisaged on the part of the seller at the time that the contract was concluded. The legal regulations shall apply in the event of malice aforethought. The regulations concerning defects and deficiencies shall apply for other forms of complaints.
6. Over-and under-deliveries
With over-and under-deliveries we have to reserve the right to allow up to 3%, and 10% in the case of smaller quantities, and especially for items made to special order or special colours. Euro-pallets will be replaced.
7. Period of grace for delivery and acceptance
If we have not met our obligations to deliver or if the buyer does not meet his obligation to accept, then in all cases a period of grace of 4 (four) weeks is to be granted in the first instance. If the period comes to an end without any result, the stipulations of civil and commercial law shall apply.
The buyer cannot make any claims for compensatory damages in the event of a delivery that is not on time or due to non-fulfilment unless this is legally mandatory due to malice aforethought or gross negligence.
In the case of block orders the scheduling must be done in good time in accordance with the agreed scheduling period before the due date for delivery. Any delay by the buyer in the scheduling entitles us to carry out the scheduling ourselves in our best estimation, to deliver and to apply for damages due to delay to to claim compensatory damages for non-fulfilment or to withdraw from the contract. If several contacts had been made we then have the right to deliver in full for the oldest contract first of all.
9. Packing costs; see front side
Paper tuck-ins and polyethylene bags are to be charged at the yarn or thread price.
10. Charging for cores
If nothing has been explicitly stated to the contrary on the front side, cores will be billed as yarn or thread. In the case of cores, including core cones, 2.5% of the total weight is to be at the cost of the buyer. Any additional weight will be credited for, any under-weight will be billed for heavy cores will be credited at the calculated yarn or thread price if they are given back in good condition within four months.
11. Foundation of the contract
The foundation of this contract is that the purchased raw materials and any outside equipping facilities required to cover it are made available to us in accordance with the agreement. This remains subject to correct and timely delivery by our suppliers.
12. Place of fulfilment
The place of fulfilment for delivery is Hof (Saale) or the place or production or storage. The place of fulfilment for payment is Hof (Saale) or at our choice the court at the location of the head office of the buyer.
The law of the Federal Republic of Germany shall apply.
13. Severability clause
If any of the clauses of this contract should be or become invalid or unenforceable, the other clauses shall still remain in full force and effect The unworkable clauses are to be rewritten at once in such a way that comes the closest to the original intent and purpose.
Issued October 2014