Conditions of use
General Terms and Conditions of Tex-T-mal Textilvertriebs und -Promotion GmbH located in Wilhelm-Röntgen-Straße 17, 52499 Baesweiler, Germany.
The General Terms and Conditions of Tex-T-mal GmbH (hereinafter referred to as the "Seller") shall apply exclusively in regards to the contractual relationship. These are created on the basis of the standard conditions amended by the German Textile Industry on 1 January 2002 and also apply to the retail business.
Other Terms and Conditions (conditions of purchase) are not part of the contract, even if this is not expressly contradicted.
§ 1 Place of performance, delivery, risk transfer and acceptance
1. Place of performance for all aspects of the delivery contract is the place of the commercial business of the seller.
2. The goods are delivered ex-works where the place of performance is also located. The shipping costs are borne by the buyer. We are entitled to make partial deliveries and partial services at any time, provided this is reasonable. The goods will usually be sent by UPS and are insured with UPS at a value of € 510.00 per package. A supplementary insurance can be taken for higher values per package. The associated costs will be charged to the buyer in the invoice. This also applies to freight-paid deliveries due to the achievement of the value of the order according to respective price list. Subsequent deliveries of an order with a net value of over € 25.00 are borne Seller. Partial shipments are permitted. Sample deliveries without invoicing for establishing quantities are possible and can be arranged with the Seller in advance. If no goods are taken from the sample the resulting freight costs will be charged. Notice of delivery can be arranged.
3. The risk of accidental loss and accidental deterioration of the goods is passed with the handover of the goods, in case of sale by delivery the risk is passed with the transfer of the goods to the shipper, the carrier, or other person or institution designated to execute the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. Further, the statutory provisions of the work contract law apply mutatis mutandis to an agreed acceptance. Default of acceptance by the Buyer shall be equivalent to delivery or acceptance.
4. In the case of delivery from external warehouse an additional fee for storage can be charged.
5. The Buyer shall bear the costs for of packaging for special packing.
6. If, due to the fault of the buyer, a delivery is not received on time, the Seller has the right, after setting a cure period of 12 days, either to issue an arrears charge, to withdraw from the contract or claim compensation.
7. Production conditions for custom-made articles can result in differences to the quantity ordered. Deviations of up to +/- 5% are considered as abiding by the contract.
§ 2 Colour description and size specifications
The colour description and size specifications specified in our publications (catalogue, internet etc.) are not subject to any standards. Conclusions on any definitive sizes or colour associations due to our information are not possible. It is self-evident that women's blouses are cut differently to the corresponding men's shirts even through the size specification may be identical. At this point it should also be clearly stated that every textile item made from cotton or cotton-blend fabric must be washed before first wearing. The (unobjectionable and completely harmless) chemical residues in textiles can cause chemical reactions between perspiration and the residues if the articles of clothing are worn immediately without washing, especially when exposed to UV. The resulting alteration of colours remains even after subsequent washes. Objections or complaints arising from this effect are usually excluded.
§ 3 Place of jurisdiction
The place of jurisdiction (including all lawsuits in connection with cheques) is the location of the commercial business of the seller or the location of the seller’s responsible technical or cartel organization. The court to which recourse is first sought has jurisdiction
§ 4 Subject matter of the contract
1. All of the Seller’s catalogues/price lists merely represent a non-binding offer. An order is legally binding only after written confirmation by the Seller or implied by delivery of the goods ordered.
2. All sales are only completed in regard to particular delivery dates and confirmed prices, and must always amount to particular quantities, articles, qualities and fixed prices. Both parties are bound to this stipulation. Commission transactions are not performed.
3. Block orders are permitted and must be limited at time of contract. The acceptance period shall not exceed a maximum of 12 months.
4. Any changes in the order placed are permitted only by mutual consent. Further details can be regulated in the implementing rules. Net prices are indicated for all items; VAT is added. Volume-related prices are valid only for the particular item and colour; the volumes and quantities of other products and colours cannot be added together and used as a basis for the increased quantity. With the publication of a new price list all previous price lists lose their validity.
5. Prices for custom-made products and finishes are to be agreed in each individual case. The buyer has to bear the cost of any patterns or prototypes of any kind. Backorders to the net value of less than € 25.00 are shipped with a new order and not supplied separately. Deliveries of backlogs in conjunction with new orders do not automatically represent a freight-free delivery.
§ 5 Interruption of delivery
1. In the case of force majeure, labour disputes and other events that are not due to fault, that have lasted longer than one week or are expected to last longer than one week, the delivery period or period of receipt is automatically extended for the period of the impediment, but not later than 5 weeks plus a reasonable start-up period. The extension only comes into force if the other party is made aware of the reason of the impediment as soon as it is established that the stipulated deadline cannot be met.
2. If the delivery or acceptance does not occur in time, then the other party has the right to withdraw from the contract. However, notice must always be provided in writing at least two weeks prior to exercising the right of withdrawal.
3. If the other party is not notified promptly on request that a delivery or an acceptance will not be made on time and if the impediment lasts more than 5 weeks, the other party may withdraw from the contract.
4. Claims for damages are excluded if the relevant party has performed its obligations according to para. 1-3.
§ 6 Extended delivery period
After expiry of the delivery period, an extended period is set without declaration equal to the duration of the delivery period, up to a maximum of 20 days. After expiry of the extended period withdrawal from the contract to the exclusion of claims for damages shall be deemed to have occurred. The withdrawal from the contract under paragraph 1 sentence 2 does not occur if the Buyer declares to the seller during the extended period that he insists on performance of the contract. However, the Seller is released from the obligation to deliver if the Buyer, when requested by the Seller, does not make a statement on the intended performance of the contract within the extended delivery period.
If the Buyer wishes to claim damages for non-performance, he must set the Seller a 4-week grace period with the caution that he will refuse performance after the deadline. The period begins from the date on which the notice from the Buyer is delivered to the Seller by registered mail. In the case of paragraph 1, sentence 2, this provision only applies in lieu of the right of withdrawal listed there if this grace period set by the Buyer on the Seller is received within the extended delivery period. For goods ready for dispatch, the subsequent delivery period is a maximum of 5 days. For everything else the provisions of paragraphs 1 and 2 apply. Prior to the expiry of the extended delivery period claims by the Buyer arising from delayed delivery are excluded.
§ 7 Reservation of the right to withdrawal / Price adjustment clause
In the case that a delivery of goods ordered for production and necessary components becomes significantly more difficult or even impossible through no fault on the part of the Seller, as well as in the case of unpredictable price increases on essential parts categorically required for production which make production/delivery unreasonable at the agreed prices, even taking into consideration the Buyer's interests towards the Seller, the Seller is entitled to withdraw from the contract without compensation. Claims for damages by the Buyer are expressly excluded in these cases.
§ 8 Notice of defects
1. Notice of defects must be reported to the Seller in writing at the latest within 2 weeks after receipt of the goods.
2. Variations that are customary in the trade or minor, technically unavoidable deviations in quality, colour, width, weight, equipment or design do not constitute a reason for complaint. This applies equally to changes in form that are useful for product improvement. Finished dimensions may vary by +/- 3 cm.
3. In case of justified notice of defects the Seller has the right of repair or delivery of replacement goods free of defects within 14 days after receipt of the returned item. The freight cost for the return of goods to the Seller shall be borne by the Buyer and will be refunded by the Seller if the notice of defects is justified.
4. For reasons of hygiene goods returned to the Seller for the processing of possible defects must be sent in a washed condition. Failure to comply with this hygiene provision will result in the goods being returned to the Buyer at his costs.
5. The Buyer must report any hidden defects to the Seller immediately upon their discovery.
6. Defects in parts of the delivery do not entitle the Buyer to reject the entire delivery.
7. The warranty period is 12 months from receipt of the goods by the Buyer.
§ 9 Returns
1. The Seller reserves the right for the exchange or acceptance of defect-free goods.
2. Returns are only accepted with the Seller's prior approval. This applies equally to returns sent at cost to the Buyer, which in general will not be accepted.
3. Returns of sample deliveries are only accepted in original packaging, free of defects and as prepaid delivery. Goods soiled during fitting are to be cleaned at the expense of the Buyer and prepared for possible resale. If this is not possible, the goods shall remain with the Buyer who will in turn be invoiced. The cost of the processing the goods will be included in the invoice.
4. Returns of goods already invoiced will be credited to the Buyer under retention of a restocking fee of 10% of the net order value as handling costs. The customer receives a credit equal to the calculated value of the goods less the handling costs.
5. The following goods are excluded from the returns policy:
- Goods in which the invoice date is more than 3 months in the past
- Clearance items / special items / reduced products
- Special orders and goods that have been specially developed for the customer
§ 10 Payment
1. The invoice will be issued on the date of delivery or the day the goods become available. Postponement of maturity (valuation) is generally excluded.
2. Invoices are payable:
1. within 8 days after receipt of invoice and shipment of goods with 2% discount
2. net, from 9 to 20 days after invoicing and shipment of goods.
From the 21st day payment delay occurs according to § 286 II Nor. 1 of the German Civil Code.
3. Changes are not accepted
4. Payments will be offset against the oldest debt due in plus the default interest accrued.
5. In the case of bank transfer, the day preceding the credit of the Seller’s bank is deemed as the date of receipt of payment.
§ 11 Payment after due date
1. For payments made after the due date interest will be charged 8% above the base rate of the Deutsche Bundesbank.
2. The Seller is not obligated to make any further delivery from any current contract before complete payment of due invoiced amounts including interest. The right to claim damages for delay remains reserved.
3. In the case of delay in payment of the Buyer or in the case of threatened insolvency or other essential deterioration of assets of the Buyer, the Seller can demand, after providing a notice period of 12 days, payment in cash before delivery for still outstanding deliveries from any current contract or withdraw from the contract or claim for damages.
§ 12 Retention of title
1. The goods remain the property of the Seller until the complete payment of all claims from delivery of goods from the entire business relationship, including secondary claims, damage compensation claims and cashing of checks and bills of exchange. The retention of title also remains where particular claims of the Seller have been incorporated in an outstanding invoice and the balance is reflected and acknowledged.
2. If the goods subject to retention of title have been combined with a new movable item, mixed or processed by the Buyer, they apply to the Seller without the Seller being liable for them. By combining, mixing or processing the Buyer does not acquire ownership of the new item according to §§ 947 and following sections of the German Civil Code. By combining, mixing or processing with goods which do not belong to the Seller, the Seller thus acquires ownership of the new item in proportion to the outstanding invoice value of the goods under retained title to the total value.
3. Using the goods subject to retention of title for a lien or as security is impermissible.
The Seller is to be informed immediately of any lien seizures, with provision of information concerning the lien creditor.
4. If the Seller takes back the delivered goods in course of exercising his right of retention, a withdrawal from the contract only exists if the Seller expressly declares it. The Seller can satisfy its claims of goods taken by private sale.
5. The Buyer keeps the goods under retention of title for the Seller without cost. He has to insure them within the usual scope against common dangers such as fire, theft and water. The Buyer assigns hereby to the Seller his compensation rights, which he has as a result of damages of the aforementioned type, against insurance companies or other obligated parties in the amount of the invoiced value of the goods. The Seller accepts this assignment.
§ 13 Applicable law
The law of the Federal Republic of Germany applies. The Treaty of the United Nations on
Contracts for the International Sale of Goods from April 11, 1980 is excluded