GTC based on the standard terms and conditions of the German textile industry

in the version dated 01.01.2020

§ 1 Scope of application

1. The Standard Terms and Conditions apply exclusively between merchants.

2. The following standard terms and conditions of the German textile industry apply exclusively to all deliveries and services of the seller. The Seller does not recognize the Buyer’s general terms and conditions unless the Seller has expressly agreed to their validity in writing. This shall also apply if the Seller performs the services without reservation in the knowledge of conflicting terms and conditions or terms and conditions deviating from these Standard Terms and Conditions.

§ 2 Place of performance, delivery and acceptance

1. The place of performance for all services arising from the delivery contract is the location of the seller’s commercial establishment.

2. The goods shall be delivered ex domestic works. These shipping costs shall be borne by the buyer. The buyer can determine the carrier. The goods are to be shipped uninsured. A shipping notification can be agreed.

3. Packaging costs for special packaging shall be borne by the buyer.

4. Sorted and, in the case of combinations, saleable partial shipments must be made promptly and must be announced in advance. Unsorted shipments are only permitted with the buyer’s consent.

5. If, due to the fault of the buyer, the goods are not accepted on time, the seller shall be entitled, 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 in arrears) or to withdraw from the contract or to claim damages.

§ 3 Place of jurisdiction

The place of jurisdiction (also for actions on bills of exchange and cheques) is, at the plaintiff’s discretion, the location of a German commercial establishment of one of the parties. The plaintiff shall also be entitled to bring an action at the registered office of the trade or antitrust organization responsible for the seller (Cologne). The court first seized shall have jurisdiction.

§ 4 Contractual content

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

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

§ 5 Interruption of delivery

1. In the event of force majeure, labor disputes 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 hindrance, but by no more than 5 weeks. The extension shall only take effect if the other party is informed immediately of the reason for the hindrance as soon as it is foreseeable that the delivery or acceptance deadline cannot be met.

2. If delivery or acceptance has not taken place within the extended delivery or acceptance period in the cases specified in Clause 1, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days to be set.

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

§ 6 Subsequent delivery period

1. After expiry of the delivery period, a subsequent delivery period of 12 calendar days shall commence without declaration. After expiry of this period, the buyer may withdraw from the contract by written declaration. If the buyer wishes to claim damages instead of performance, he must set the seller a 4-week deadline 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) remain unaffected.

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

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

§ 7 Notice of defects

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

2. After cutting or otherwise commenced 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 shall not constitute a material defect. This also applies to customary deviations, unless the seller has declared in writing that the delivery is true to the sample.

4. In the event of justified complaints, the Buyer shall be entitled, at the Seller’s discretion, to rectification of defects or delivery of defect-free replacement goods within 12 calendar days of receipt of the returned 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. If the notice of defects is not made in due time, the goods shall be deemed approved.

§ 8 Compensation

1. Claims for damages by the buyer are excluded unless otherwise stipulated in these terms and conditions.

2. The exclusion in Clause 1 shall not apply in the event of liability under the Product Liability Act, in the event of intent, gross negligence on the part of owners, legal representatives and executives, in the event of fraudulent intent, non-compliance with an assumed guarantee, culpable injury to life, limb or health or in the event of culpable breach of material contractual obligations; material contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely. However, a claim for damages due to breach of material contractual obligations is limited to the foreseeable damage typical for the contract, unless another case mentioned in sentence 1 exists.

3. A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.

§ 9 Payment

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

2. Invoices are payable:

• • within 10 days of invoicing and dispatch of goods with 2% discount

  • from the 11th to the 30th day after invoicing and dispatch of goods with 1.25 % discount

  • net from the 31st to the 60th day after invoicing and dispatch of goods. From the 61st day, default occurs in accordance with § 286 Para. 2 No. 2 BGB.

3. If bills of exchange are accepted by the seller instead of cash, check or bank transfer, a surcharge of 1% of the amount of the bill of exchange shall be charged upon acceptance of the bill of exchange in accordance with the net interest rate from the 61st day after invoicing and dispatch of the goods.

4. Instead of the above regulation, the following can be regulated, provided that the buyer commits himself to this for at least 12 months:

Invoices from	to be paid with 4 % discount on	to be paid with 2.25 % discount on	to be paid net on
1st-10th of a month	15th of the same month	5th of the next month	5th of the month after next
11th – 20th of a month	25th of the same month	15th of the next month	15th of the month after next
21st – last day of the month	5th of the next month	25th of the next month	25th of the month after next

Clauses 1-3 apply accordingly to the type of regulation.

5. Changes to the method of regulation must be announced 3 months in advance.

6. Payments are always used to settle the oldest debt items due plus the default interest accrued on them.

7. Decisive for the timeliness of the payment is the final credit on the seller’s account.

§ 10 Payment after the due date

1. If payments are made after the due date, interest of 9 percentage points above the respective base interest rate within the meaning of § 247 BGB shall be charged. Otherwise, § 288 BGB shall apply.

2. The Seller shall not be obliged to make any further deliveries under current delivery contracts before full payment of invoice amounts due, including interest. The right to claim damages for default remains reserved.

3. In the event of a significant deterioration in financial circumstances, e.g. imminent insolvency or default in payment, the Seller may refuse to perform its obligations under all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. Otherwise, § 321 BGB applies. § Section 119 InsO remains unaffected.

§ 11 Offsetting and retention

The offsetting and retention of due invoice amounts is only permitted with undisputed or legally established claims, insofar as these are not claims for damages that are closely related to the buyer’s claim for defect-free fulfillment of the contract.

§ 12 Retention of title

1. The goods shall remain the property of the seller until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and redemption 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 drawn and recognized.

2. If the reserved goods 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 obligated as a result. By combining, mixing or processing, the buyer does not acquire ownership of the new item in accordance with §§ 947 ff. BGB 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 settlement agent is involved in the business transaction between the seller and the buyer, who assumes the del credere, the seller transfers ownership upon shipment of the goods to the central settlement agent subject to the condition precedent of payment of the purchase price by the central settlement agent. The buyer shall only be released upon payment by the central settlement agent.

4. The buyer is only entitled to resell or process the goods subject to retention of title under the following conditions: a) The buyer may only sell or process the goods subject to retention of title in the ordinary course of business, provided that his financial circumstances do not subsequently deteriorate significantly. b) The buyer hereby assigns the claim with all ancillary rights arising from the resale of the goods subject to retention of title – including any balance claims – to the seller. 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 to the goods. d) If the Buyer has sold the claim within the framework of genuine factoring, the Buyer shall assign the claim against the factor taking its place to the Seller and shall forward 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 payment of an invoice or if his financial circumstances deteriorate significantly. The seller accepts this assignment. e) The buyer 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 of 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 customers of the assignment and to collect the claims himself. In order to assert the assigned claims, the buyer must provide the necessary information and allow this information to be checked. In particular, he must provide the seller on request with a precise list of the claims to which he is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc.

5. If the value of the security existing for the seller exceeds the seller’s total claims by more than 10%, the seller is obliged to release securities of his 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 must be informed immediately of any pledges, stating the name of the pledgee.

7. If the seller takes back the delivery item in exercising his right of retention of title, this shall not automatically constitute a withdrawal from the contract. The seller may satisfy his claims from the returned goods subject to retention of title by selling them in the open market.

8. The Buyer shall store the reserved goods for the Seller 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 type, in 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 in force until full release from contingent liabilities (check/bill of exchange) which the seller has entered into in the interest of the buyer. In the case of sentence 1, the buyer is generally permitted to engage in factoring for its outstanding receivables. However, he must inform the seller before entering into contingent liabilities.

§ 13 Applicable law

The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.