Standard Terms and Conditions of the Textile Industry

Version: 01.01.2020

These standard terms and conditions apply solely between traders.

 § 1 Place of performance, delivery and acceptance 

1. The place of performance for all services arising from the supply contract shall be the place of the seller’s commercial establishment. 

2. The delivery of the goods shall be ex domestic works. These shipping costs shall be borne by the Buyer. The Buyer may determine the carrier. The goods shall be shipped uninsured. A shipping notification can be agreed. 

3. Packaging costs for special packaging are borne by the buyer. 

4. Sorted and, in case of combinations, partial shipments suitable for sale must be made promptly and must be announced in advance. Unsorted ones are only permissible with the consent of the buyer. 

5. If, due to the fault of the buyer, the acceptance does not take place on time, the seller has the right, at his discretion, after the expiry of a grace period of 12 calendar days to be set, either to invoice the goods with immediate maturity (invoice for arrears) or to withdraw from the contract or to claim damages.

§ 2 Place of Jurisdiction 

The place of jurisdiction (also for actions on bills of exchange and checks) shall be, at the option of the plaintiff, the location of a German commercial establishment of one of the parties. The plaintiff shall also be entitled to bring an action at the seat of the trade or cartel organization responsible for the seller (Cologne). 

The court first seized shall have jurisdiction.

 § 3 Content of the contract 

1. The goods shall be delivered on specific dates (working day or a specific calendar week). All sales are concluded only for certain quantities, articles, qualities and fixed prices. Both parties are bound by this. Commission transactions are not made. 

2. Block orders are permitted and must be limited in time when the contract is concluded. The acceptance period may not exceed 12 months. 

§ 4 Interruption of delivery 

1. In the event of force majeure, industrial action for which one of the contracting parties is not responsible and other operational disruptions for which it is not responsible, and which have lasted or are expected to last longer than one week, the delivery or acceptance period shall be extended without further ado by the duration of the impediment, but by no more than 5 weeks. The extension shall only come into effect if the other party is immediately informed of the reason for the hindrance as soon as it can be foreseen that the delivery or acceptance deadline cannot be met. 2. 

2. If the delivery or acceptance in the cases mentioned in item 1 has not been affected within the extended delivery or acceptance period, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days to be granted. 

3. Claims for damages shall be excluded in the cases of item 1 if the respective contracting party has fulfilled its obligation pursuant to item 1.

§ 5 Period for subsequent delivery 

1. After expiry of the delivery period, a subsequent delivery period of 12 calendar days shall be set in motion without explanation. After expiry of this period, the Buyer may withdraw from the contract by written declaration. If the purchaser wishes to claim damages instead of performance, he must set the seller a 4-week period in writing after expiry of the agreed delivery period. The statutory provisions on the dispensability of setting a deadline (§ 281 para. 2, § 323 para. 2 BGB) shall remain unaffected. 2. 

2. For stock goods ready for dispatch and NOS goods – “never-out-of-stock” – the subsequent delivery period shall be 5 working days. In the event of non-delivery, the purchaser must be informed immediately. In all other respects, the provisions of Clause 1 shall apply. 3. 

3. Before expiry of the subsequent delivery period, claims of the buyer due to delayed delivery are excluded, insofar as § 8 clauses 2 and 3 do not apply.

§ 6 Notice of defects 

1. Notices of defects are to be sent to the seller within 12 calendar days after receipt of the goods at the latest in case of obvious defects. The Buyer shall notify the Seller of hidden defects immediately after their discovery. 2. 

2. After cutting or otherwise started processing of the delivered goods, any complaint about obvious defects is excluded. 

3. Minor, technically unavoidable deviations in quality, color, width, weight, finish or design do not constitute a material defect. This shall also apply to deviations customary in the trade, unless the seller has declared in writing that the delivery is true to sample. 

4. In the case of justified notices of defect, the purchaser shall have the right, at the seller’s discretion, to rectification of the defect or delivery of defect-free replacement goods within 12 calendar days of receipt of the goods. In this case, the seller shall bear the freight costs. If the subsequent performance has failed, the Buyer shall only have the right to reduce the purchase price or to withdraw from the contract, unless § 8 clauses 2 and 3 apply. 5. 

5. If the notification of defects has not been made in due time, the goods shall be deemed approved.

§ 7 Damages 

1.Claims for damages by the Buyer shall be excluded unless otherwise provided for in these Terms and Conditions. 

2. The exclusion in section 1 does not apply if liability exists according to the product liability law, in case of intent, gross negligence of owners, legal representatives and executives, in case of malice, in case of non-compliance with an assumed guarantee, in case of culpable injury to life, body or health or in case of culpable violation of essential contractual obligations; essential contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely. However, a claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another case mentioned in sentence 1 exists. 3. 

3. A change of the burden of proof to the disadvantage of the buyer is not connected with the above regulations.

§ 8 Payment 

1. The invoice shall be issued on the date of delivery or provision of the goods. A postponement of the due date (value date) is generally excluded. 

2. Invoices are payable:

1. within 10 days after issuance of the invoice and shipment of the goods with 4 % express discount 

2. from the 11th to the 30th day after invoicing and dispatch of goods with a 2.25 % cash discount 

3. from 31st to 60th day after invoicing and dispatch of goods net. 

From the 61st day onwards, default occurs in accordance with § 286 Para. 2 No. 1 BGB.

3. If the seller accepts bills of exchange instead of cash, check or bank transfer, a surcharge of 1 % of the bill amount shall be charged upon acceptance of the bills of exchange after the net target from the 61st day after invoicing and dispatch of goods. 

4. Instead of the above regulation can be regulated as follows, provided that the buyer binds himself to this at least 12 months:

For the type of regulation, items 1-3 shall apply accordingly. 

5. 3 months’ notice shall be given of any changes in the method of settlement. 

6. Payments shall always be used to settle the oldest due debt items plus the default interest accrued thereon. 

7. The final credit entry on the Seller’s account shall be decisive for the timeliness of the payment.

§ 9 Payment after due date

1. For payments after the due date, interest shall be charged at a rate of 9 percentage points above the respective base interest rate as defined in § 247 BGB. In all other respects § 288 BGB shall apply. 

2. The Seller shall not be obligated to make any further deliveries under current delivery contracts prior to full payment of due invoice amounts including interest. The Seller reserves the right to claim damages for delay.

3. In the event of a significant deterioration of the financial situation, e.g. imminent insolvency or default in payment, the seller may refuse the performance incumbent upon him for all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. In all other respects § 321 BGB shall apply. § Section 119 InsO shall remain unaffected.

§ 10 Offsetting and retention

Offsetting and retention of due invoice amounts shall only be permissible with undisputed or legally established claims, unless these are claims for damages that are closely related to the Buyer’s claim for defect-free performance of the contract.

§ 11 Retention of title 

1. The goods shall remain the property of the seller until full payment of all claims arising from the delivery of goods from the entire business relationship, including ancillary claims, claims for damages and encashment of checks and bills of exchange. The retention of title shall also remain in force if individual claims of the Seller are included in a current account and the balance is struck and acknowledged.

2. If the goods subject to retention of title are combined, mixed or processed by the Buyer to form a new movable item, this shall be done on behalf of the Seller without the Seller being obliged as a result. Through the connection, mixing or processing the buyer does not acquire the property in accordance with §§ 947 ff. BGB (German Civil Code) to the new item. In the event of combination, mixing or processing with items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of its reserved goods to the total value.

3. If a central settling agency is involved in the business transaction between the Seller and the Buyer and assumes the del credere, the Seller shall transfer the title upon dispatch of the goods to the central settling agency with the condition precedent of payment of the purchase price by the central settling agency. The buyer shall only be released upon payment by the central settling agent.

4. The Purchaser shall only be entitled to resell or process the Retained Goods subject to the following conditions:

a) The Buyer may only sell or process the reserved goods in the ordinary course of business, provided that its financial circumstances do not subsequently deteriorate significantly. 

b) The Buyer hereby assigns to the Seller the claim with all ancillary rights arising from the resale of the reserved goods – including any balance claims. The Seller accepts this assignment. 

c) If the goods have been combined, mixed or processed and the Seller has acquired co-ownership in the amount of its invoice value, it shall be entitled to the purchase price claim in proportion to the value of its rights in the goods. 

d) If the Buyer has sold the claim within the scope of genuine factoring, the Buyer shall assign the claim against the factor replacing it to the Seller and shall pass on its sales proceeds to the Seller in proportion to the value of the Seller’s rights to the goods. The Buyer is obliged to disclose the assignment to the factor if he is more than 10 days overdue with the settlement of an invoice or if his financial circumstances deteriorate significantly. The seller accepts this assignment.

e) The purchaser is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire in the event of default in payment by the Buyer or in the event of a significant deterioration in the Buyer’s financial circumstances. In this case, the seller is hereby authorized by the buyer to inform the buyers of the assignment and to collect the claims himself. For the assertion of the assigned claims, the Buyer must provide the necessary information and permit the verification of this information. In particular, upon request, he shall hand over to the Seller a precise list of the claims to which he is entitled, including the names and addresses of the purchasers, the amount of the individual claims, the invoice date, etc. 

5. If the value of the security existing for the Seller exceeds the total claims of the Seller by more than 10%, the Seller shall be obliged to release securities of its choice at the Buyer’s request.

6. Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. The Seller shall be informed immediately of any seizure, stating the name of the seizure creditor.

7. If the Seller takes back the delivery item in exercise of its right of retention of title, this shall not automatically constitute a withdrawal from the contract. The seller can satisfy himself from the taken back goods subject to retention of title by private sale. 

8. The buyer keeps the reservation commodity for the salesman free of charge. He shall insure them against the usual risks, such as fire, theft, and water, to the customary extent. The Buyer hereby assigns to the Seller its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned kind to the amount of the invoice value of the goods. The Seller accepts the assignment. 

9. All claims as well as rights arising from the retention of title to all special forms stipulated in these terms and conditions shall remain valid until full release from contingent liabilities (check-bills of exchange) entered by the Seller in the interest of the Buyer. In the case of sentence 1, the Buyer shall in principle be permitted to engage in factoring for its outstanding accounts. However, he shall inform the Seller thereof before entering contingent liabilities.