General business terms
for business transactions between Brands Fashion GmbH and entrepreneurs
1. General information
The following General Business Terms shall apply to all contracts concluded between us and the customer. Our General Business Terms shall apply upon conclusion of the contract, even if the customer refers to his terms of purchase. The contract is concluded with the confirmation of the order by us via fax, e-mail or letter.
Deliveries and services shall always be carried out at the conditions and prices which are valid on the day of the satisfaction, plus the respective applicable rate of value added tax. The prices for raw materials are subject to fluctuations which we can neither forecast, nor influence. Therefore, we must reserve the right to short-term changes to our conditions. All increases due to suppliers which occur in terms of time after our offer or after conclusion of the business transaction shall be for the account of the customer. We shall prove the ensuing increase in costs to the customer upon request.
3. Delivery deadlines
The delivery times stated by us are non-binding. If we do not deliver the goods by no later than four weeks after the stated delivery time then the customer can request us in writing to deliver the goods within a reasonable deadline.
Claims for compensation owing to delayed delivery shall only be taken into consideration in case of wilful intent or gross negligence. The delivery time shall be extended in cases in which we are not responsible for the impediments to service, in particular in case of interferences to the energy supply or the traffic, the imposition of an embargo. Interferences to operation, industrial dispute, delayed or failed self-delivery and in other cases of force majeure by the time by which the respective impediment to service lasts. If the satisfaction of the contract is impossible for the stated reasons we shall be released from the delivery obligation.
4. Property rights of third parties
The customer must assume responsibility for ensuring that the ordered finishing, in particular the affixing of brands, company marks, logos, a commissioned special cut or a concretely requested combination of colours, as well as the other specifications stipulated by him such as form and dimensions, design or technical solutions do not infringe any copyrights or other property rights of any kind to which third parties are entitled. The customer shall indemnify us from all claims, which are asserted by third parties owing to the infringement, with each infringement of property rights of third parties, which result from the risk area of the customer which is described above.
5. Packaging and shipment
The packaging and shipment costs shall be charged separately. All shipments shall be transported at the risk of the customer. If no certain instructions have been issued for the shipment when the order is placed, it shall be undertaken at the best of the discretion without any responsibility on our part. Consignments, the external appearance of which indicates damages (damages in transit) to the contents are only to be accepted subject to the reservation of claims for damages against the transport company and complaints are to be made concerning determined damages to this company.
6. Reservation of title
All goods delivered by us shall remain our property until the full payment. Until this time they may only be sold and processed in an ordinary business transaction, not however pledged or assigned as collateral. Until full payment of the goods the customer shall with the acceptance of the goods assign to us all claims (together with secondary rights), to which he is entitled from the sale of the goods delivered by us. In the event of the sale of processed goods the customer shall assign the claims in the amount of the value which relates to our delivered goods. Insofar as the value of the collateral granted to us exceeds our claims against the customer by more than 50% we undertake upon request of the customer to reassign and release collateral at our choice.
7. Terms of payment
Our invoices from goods deliveries are due immediately and, if not otherwise agreed, payable net cash within 10 days after invoice date. The customer shall be deemed in default if he does not pay within 10 days after due date and receipt of the invoice. Cheques shall only be deemed as payment after they have been encashed. In case of default in payment we shall charge interest in the amount of 8% above the base lending rate of the European Central Bank. If the customer is a merchant we shall charge this interest rate from the time when the payment deadline is exceeded.
We reserve the right in certain cases, in particular in case of doubt about the solvency of the customer which becomes clear are conclusion of the contract, to only carry out deliveries and services against advance payment, cash payment or by cash on delivery.
8. Complaints and defects of quality
Complaints about defects must be made immediately. The goods for which a complaint was made are to be returned carriage paid, postage paid and free of costs. If the goods feature defects for which we are responsible we are entitled at the choice of the buyer either to a new production or where possible to subsequent improvement within a reasonable deadline. The customer can only reduce the payment or cancel the contract if the new production of subsequent improvement has failed. In case of orders placed by telephone no liability is assumed for the accuracy of the information which is passed on. With all deliveries we shall send samples in advance for inspection and release. Should the customer waive a sampling or approve the digital photo the samples shall be deemed as released. Subsequent complaints do not establish any claims for compensation and do not entitle to reduce the invoice amount. No liability is assumed for goods which are sent in. This shall also apply to the processing of the goods. The return and exchange of individually produced faultless goods is excluded.
We shall only be liable for damages if
- • The liability is mandatory, such as e.g. according to the Product Liability Act or in the cases of an injury to life, the body or the health,
- • We breached a guarantee which we granted,
- • The damages are due to gross negligence or wilful intent or if
- • We culpably breach an essential contractual obligation (cardinal obligation) i.e. an obligation the satisfaction of which is significant for the contract and upon which the customer can rely.
In all other cases our liability for damages is excluded.
10. Use of brands
We are entitled to publish the trademark and the corporate name of the customer as well as the ordered product and details concerning the order and use in our catalogues for advertising purposes and/or press releases.
11. Place of performance, place of jurisdiction
The place of performance for deliveries and payment is Buchholz in der Nordheide. Agreed as place of jurisdiction is Tostedt. Should one of the aforementioned regulations be invalid this shall have no effect on the validity of the other regulations.
Status: June 2011