Conditions
General Terms and Conditions 09/2016
I scope
These general terms and conditions apply to all - including future - contracts between the contracting parties. The customer's terms and conditions of purchase do not apply, even if Schirmfritzen GmbH does not expressly object to them in individual cases. Our silence on legal declarations by the customer never means consent. The possible ineffectiveness of one of our terms of sale and delivery does not affect the effectiveness of the same or the rest of the contract. Both contracting parties undertake to replace any ineffective contractual provision with an effective one that comes as close as possible to the ineffective one.
II. Offers/conclusion of contract
All offers are non-binding unless Schirmfritzen GmbH expressly declares its commitment to a specific period of time in individual cases. Orders only become binding for us after our written confirmation. Subsidiary agreements and verbal agreements, including contract changes or supplements, require our written confirmation to be effective.
III. Prices
1. The prices quoted are from the manufacturer's warehouse, excluding VAT, packaging and transport insurance. Additional work and external assembly will be charged at a rate of €60.00 per hour. Schirmfritzen GmbH will take back the packaging it uses within the framework of the current legal situation if the customer returns it freight paid within a reasonable period of time.
2. Payment is to be made in cash without any deductions free the supplier's payment office, and in principle against prepayment, provided no other payment terms have been offered by us and/or agreed with us in individual cases, for whatever reason. If the delivery/assembly is delayed for reasons for which the customer is directly or indirectly responsible, the invoice will be issued on the day the goods are ready for loading or dispatch.
3. If a payment date is exceeded, interest will be charged without notice of default, which is 5% above the base rate, derived from the key interest rate of the ECB. For merchants, the interest rate is 8% above the base rate.
4. The customer cannot withhold payment or declare offsetting against our claim due to any counterclaims, regardless of the legal basis, unless there are undisputed and/or legally established counterclaims for the offsetting sought.
5. If the customer does not meet his payment obligations, stops making payments or does not cash a check, or if we become aware of a significant deterioration in the customer's circumstances that could jeopardize the purchase price claim, the entire remaining debt becomes due. If the entire remaining debt is not paid immediately, the customer's right to use the delivery item expires. We are entitled to either take back the delivery item without waiving our claims until they have been fulfilled or to withdraw from the contract. If the delivery item is removed, all costs shall be borne by the customer. In addition to compensation for the use of the delivery item, the customer must compensate us for any impairment in value that is not our fault and the loss of profit in the event of withdrawal.
IV. Delivery time and delivery
1. The delivery period begins on the day of the order confirmation, but not before the customer has provided the documents to be procured, such as a legally binding countersigned order confirmation, artwork, and not before receipt of an agreed payment. The binding nature of any fixed dates confirmed by us in writing presupposes compliance with dates and obligations on the part of the customer that lie before these.
2. The delivery period is met if the delivery item has left the warehouse by the end of the period or readiness for dispatch has been notified. We are free to make a special notification of readiness for dispatch.
3. The delivery time is suspended as long as the effects of force majeure, state intervention, operational disruptions and other hindrances that we cannot foresee and/or are not responsible for, in particular delays in the delivery of raw and building materials and delays with any sub-suppliers, occur. lead to a standstill or delay in the planning, construction or production or assembly of the delivery item. The period during which the delivery time is suspended extends the delivery time specified by us accordingly.
4. A right to withdraw from the contract only exists if the reasonable grace period is exceeded by more than 1 month. Claims for damages by the customer due to delays in delivery or non-delivery are excluded.
5. If the shipment is delayed for reasons for which the customer is directly or indirectly responsible, the costs incurred through storage shall be borne by the customer.
6. Deliveries are made from the Dresden warehouse.
7. All deliveries travel at the expense and risk of the customer, even when using our means of transport. This also applies to deliveries that we do not charge separately. We only provide insurance on special instructions and at the expense of the buyer.
8. Partial deliveries are permitted.
9. Schirmfritzen GmbH reserves the right to withdraw from the concluded contract in the event of non-delivery or underdelivery by a supplier. In this case, we will inform the customer as soon as we become aware of the non-availability of the goods and immediately refund any consideration already received to the customer. Schirmfritzen GmbH has the same right if the goods are not available due to force majeure.
V. Passing of risk
1. The risk passes to the customer as soon as the consignment is on its way to the customer by our means of transport or by handing it over to a third party.
2. If the delivery is delayed due to direct or indirect reasons for the customer, the transfer of risk takes place on the day the goods are ready for dispatch.
VI. retention of title
1. Schirmfritzen GmbH retains ownership of the goods until all claims arising from the contractual relationship, including all ancillary costs, have been met in full. If the customer of Schirmfritzen GmbH is in default, we are entitled to demand the return of the goods in accordance with the statutory provisions without setting a further deadline.
2. Irrespective of the retention of title, the customer is granted the right to resell the goods delivered by us in the ordinary course of business. In this case, the property of Schirmfritzen GmbH expires, at the same time the customer assigns his claim against the third party in the amount of the claim of Schirmfritzen GmbH to the customer, unless the third party and the customer exclude an assignment. In this case, the customer of Schirmfritzen GmbH is liable for damages.
3. In the event of resale, we authorize the customer to collect the claim assigned to Schirmfritzen GmbH in their own name and for their own account. We are then entitled to assert this claim against the customer.
4. The goods are processed by the customer for Schirmfritzen GmbH. If the goods are combined with items that do not belong to Schirmfritzen GmbH, Schirmfritzen GmbH acquires co-ownership of the newly manufactured item in the ratio of the value of the goods purchased from Schirmfritzen GmbH to the other items at the time of connection.
5. The right to resell does not apply if the customer stops making payments. Subject to paragraphs 1 to 4, the customer may neither pledge the goods subject to retention of title or assigned claims nor assign them to a third party as security or encumber them with other third-party rights.
VII. Liability for material defects and compensation
1. Schirmfritzen GmbH is primarily liable for recognizable or hidden defects within the periods defined below from the day of delivery in our warehouse or the notification of readiness for dispatch in such a way that we either repair the goods free of charge or deliver them free of defects at our discretion. In accordance with the written instructions supplied, assuming proper treatment or handling of the product complained about because of an alleged or actual defect, the corresponding deadlines for consumers are 2 years from the aforementioned performance date. If the customer is an entrepreneur, the warranty is limited to 12 months. These warranty periods apply to all textile products - typical wear parts - with the restriction that the customer is charged a corresponding usage fee from the 7th month after the day of delivery. If, after three repairs or subsequent delivery, further repair or subsequent delivery is not reasonable for the customer, he has the subsidiary right to a reduction.
2. Complaints about defects must be made in text form and immediately, at the latest within 14 days of the date of dispatch or delivery; this period does not apply to hidden defects. In the case of merchants, Section 377 of the German Commercial Code (HGB) applies in relation to hidden defects.
3. In the case of merchants, our liability for third-party products is primarily limited to the assignment of liability claims that we are entitled to against the supplier of the third-party products. The customer is initially required to assert the liability claims assigned to him in court. In the event of final non-enforceability of the legally recognized claims against the manufacturer of the third-party products, the liability regulation of point VII. 1. comes into play.
4. The customer has to deliver the rejected products to our warehouse free of charge and freight, insofar as this is reasonable with reasonable effort, for the purpose of checking/determining an alleged or actual warranty claim. The inspection/determination of an alleged or actual defect in textile products is based on the 'Guidelines for the assessment of ready-made awning fabrics' issued by the Bundesverband Konfektion Techn. Textile eV, Krefeld, as of January 2012.
5. We shall bear the costs of rectification in the event of a justified complaint. If the complaint turns out to be unjustified, the customer must bear all costs incurred as a result of the inspection.
6. The customer must grant us the necessary time and opportunity to carry out all measures that appear necessary and to deliver spare parts. We are not liable for delays caused by delivery periods for spare parts for which we are not responsible.
7. We expressly reserve the right to make small deviations in quality, dimensions, colour, weight or deviations due to design changes that are customary in the industry or technically unavoidable – even without prior information or notification. However, we are not obliged to make such changes to products that have already been delivered. Optical changes that do not endanger or change the durability or the intended use do not justify a complaint.
8. Any changes or additions made improperly by the customer or third parties without our prior approval shall nullify our liability for any consequences arising therefrom.
9. If the products delivered by us, whether with or without our knowledge, are anchored, installed, set up, commissioned and used contrary to the manner prescribed by us, or if non-original spare parts are used, our warranty applies - and liability automatically and from the outset waived as a whole.
10. The liability for defects does not apply to natural wear and tear, damage resulting from incorrect or negligent handling, excessive stress, unsuitable operating resources, force majeure, natural disasters, unsuitable building ground, chemical, electro-chemical or electrical influences that occur through no fault of ours, and not to the consequences arising therefrom.
11. We do not pay compensation if we only violate our contractual obligations through slight negligence and it is not a matter of a breach that is essential to the contract.
VIII. Conditions for cleaning technical textiles
1. Schirmfritzen GmbH inspects the items to be cleaned before the cleaning process and determines the cleaning method, taking into account the care label, material, degree of soiling and type of soiling. The cleaning result always depends on the properties of the items to be cleaned as well as the stains and dirt to be removed. Schirmfritzen GmbH therefore assumes no liability for a specific cleaning result. Schirmfritzen GmbH guarantees that the items to be cleaned are properly treated using the most suitable cleaning method available to us.
2. Schirmfritzen GmbH is not responsible for damage or visual defects that are caused by the nature of the items to be cleaned and which cannot be identified by a professional inspection of the fabric (e.g. damage due to insufficient strength of the fabric and the seams, due to material fatigue, insufficient authenticity of Dyeing and printing, shrinkage, impregnation, stains caused by defects in the coating of the fabric (so-called "washing nests"), existing stains that cannot be removed can become visible after removing the general dirt, expansion of damaged areas and cracks, residues of cleaning agents, incorrect pre-treatment , color damage caused by light or environmental influences, previous improper handling, hidden foreign bodies and other hidden defects). The same applies to items to be cleaned that cannot be cleaned or can only be cleaned to a limited extent, unless they are marked accordingly or this cannot be recognized by a professional inspection of the goods. Goods to be cleaned that do not have a care label are processed without any liability, processing is carried out exclusively at the customer's risk.
3. Upon acceptance of the items to be cleaned, the customer must inform Schirmfritzen GmbH of the nature and material of the items to be cleaned as well as other special features that must be observed when cleaning the items to be cleaned (e.g. insufficiently adhering prints, dirt, special stain substances such as tanning agents or acids).
IX. copyrights
1. We retain title and copyright to cost estimates, drafts, drawings, calculations and other documents. The customer may only make them accessible to third parties with our prior consent. Insofar as we deliver on the basis of drawings, samples or other specifications from the customer, the customer guarantees that property rights of third parties are not infringed. In this respect, he releases us from all third-party claims.
X. Vendor Identification
Schirmfritzen GmbH, Flensburger Strasse 46/48, 01157 Dresden, telephone: +49 351 4278160, fax: +49 351 4278161, e-mail: info@schirmfritzen.de, Internet: http://www.schirmfritzen.de
Authorized managing directors: Pierre Lederer / Roy Mattutat
Registration court: District Court of Dresden, registration number: HRB 32326, VAT ID: DE289953470
XI. Place of performance / place of jurisdiction
1. The place of performance and payment is the registered office of Schirmfritzen GmbH. The law of the Federal Republic of Germany is applicable. The application of the UN sales law is excluded.
2. If the customer is an entrepreneur within the meaning of Section 38 (1) ZPO, i.e. a businessman, a legal entity under public law or a special fund under public law, the registered office of Schirmfritzen GmbH is agreed as the place of jurisdiction.
3. In business transactions with consumers in the EU, the law at the consumer's place of residence may be applicable, provided that mandatory consumer law provisions are involved.
XII. privacy
1. Schirmfritzen GmbH is entitled to process all data relating to the business relationship with the buyer in accordance with the Federal Data Protection Act.
XIII. miscellaneous
1. A contract is only concluded with us on the basis of these "General Terms and Conditions".
2. Deviating conditions of the customer, which we do not expressly recognize in writing, are not legally binding for us. This also applies if we do not object to them.
3. In the event of the ineffectiveness of one or more clauses of these 'General Terms and Conditions', the corresponding statutory provisions shall take their place. Otherwise, the other provisions remain valid.