Terms and Conditions

1. Offers regarding price, quantity, delivery time, and delivery possibility are subject to change in the sense that a contract is only concluded when the contractor declares acceptance of the order placed with him.

2. Prices are quoted net without VAT and are ex works excluding packaging. Special packaging requested by the customer will be charged separately. If the agreed delivery time exceeds six months, the purchase price for goods to be delivered after this period will increase upon the contractor's request by the amount by which production costs have increased between the conclusion of the contract and delivery. If the contractor exercises this right, the customer may withdraw from the contract within a period of eight days insofar as it relates to the goods for which the contractor has demanded the increased purchase price. If this right of withdrawal is exercised, the contractor is entitled to compensation for expenses incurred up to the withdrawal due to the execution of the order.

3. If the clarification of necessary manufacturing specifications is delayed beyond the time of the conclusion of the contract, any agreed delivery period will be extended, and any agreed delivery date will be postponed accordingly.
The content of the contract is determined by the mutual declarations. The contractor's order confirmation takes precedence, alternatively the client's order letter. Changes to the contract content and side agreements require written confirmation by the contractor. The contractor is entitled to make partial deliveries.

4. The shipment of goods is at the cost and risk of the customer. If the customer culpably fails to take delivery of the goods in due time, the contractor may, after setting a period of 10 days, either issue a backlog invoice, withdraw from the contract, or claim damages.
Call orders placed without fixed delivery schedules must be taken within 6 months. If the customer defaults on acceptance after two reminders and a three-week grace period, the contractor may withdraw from the contract or proceed with delivery and billing at his discretion. In case of delayed scheduling, cost increases occurring after the expiry of the agreed delivery period will be borne by the customer.
For long-term orders, an interest rate of 3% above the current Bundesbank discount rate will be charged for storage exceeding 6 months.

5. Ordered product samples will be charged at full value and cannot be returned.
Requested sample shipments of stock goods are considered accepted if they are not returned free of charge within 10 days from the date of arrival at the customer. Sample cuttings are only made and delivered upon request and against cost.

6. Invoices are payable without deduction of postage and other expenses in accordance with the latest version of the General Terms and Conditions of the German Textile Industry.
For finishing orders, invoices are payable net without deduction 5 days after the invoice date.
Price changes or deductions from invoices are not permitted without the contractor's written confirmation.
Bills of exchange are only accepted by special arrangement and on account of payment without discount. Ownership of delivered goods remains with the contractor until the bill of exchange is honored. If a bill of exchange is accepted at net terms, a surcharge of 1% of the bill amount will be added. Discount and expenses are borne by the customer and are payable immediately.

7. Interest of 8% above the current Bundesbank discount rate will be charged in the event of payment default. This does not exclude the assertion of further default damages. The contractor is not obliged to deliver under the current contract until full payment of due invoice amounts, including interest, is received. If the customer is in default with a due payment or if there is a significant deterioration in his financial circumstances, the contractor may demand cash payment before delivery of the goods for all outstanding deliveries and, under the same condition, may declare all claims due. Retention of due payments or offsetting is only possible on the basis of legally established or acknowledged claims by the contractor.
The customer may neither assign nor pledge claims and rights from an existing contractual relationship without the contractor's written consent.

8. The delivered goods remain the property of the contractor until all claims against the customer have been fully settled, even if they have been included in a current invoice.
In the event of processing or transformation of the reserved goods, the provisions of Section 10 of the General Terms and Conditions of the German Textile Industry apply with the legally extended and expanded retention of title rights.

9. In the event of delivery delay, a reasonable grace period of at least 4 weeks, or at least 8 weeks for refined goods, must be set, to be registered after the delivery period has expired. For ready-to-ship stock goods, the grace period is 5 days. Claims by the customer before the grace period has expired are excluded.
After an unsuccessful grace period, the customer may withdraw from the contract. Further claims are excluded unless the delay in delivery is due to intent or gross negligence on the part of the contractor's management or a senior employee.
The contractor is entitled to withdraw from the contract without liability for damages if the delivery capability, price setting, or quality of the goods from its suppliers or the services of other third parties, on which the proper execution of the order substantially depends, changes significantly and unreasonably. Timely and proper self-delivery is in any case a prerequisite for the contractor's delivery obligation.
Delivery delays do not entitle to claims for damages or cancellation of an order. Cancellation of an order can only be made in writing and with the contractor's consent. The compensation for the contractor is 25% of the order value.
In the event of force majeure (strike, lockout, riots, state of emergency, raw material shortage, traffic disruptions, war, fire, flood, labor shortage, energy shortage, official measures, etc.), the delivery obligation is waived in whole or in part without the customer being entitled to a claim for damages. Three months after exceeding the original delivery date, both parties have the right to withdraw from the contract. Fixed transactions are not conducted.

10. Technically induced or market-standard deviations in quality, texture, thickness, surface, design execution, fabric binding, and finishing, as well as tolerances in weight, width, and length up to ± 10%, are permissible. The reproduction of a color tone of a template is carried out to the best of dyeing capability. Color deviations are technically conditioned and industry-standard and cannot justify a complaint. Information in drafts, descriptions, offers, etc., is to be considered approximate, therefore, the customer cannot object to deviations of the delivered goods from these specifications unless they are neither customary nor reasonable.
For special productions, an over- or under-delivery of ± 15% is reserved. For small quantities up to 500 meters or the corresponding number of pieces, an over- or under-delivery of ± 20% is permissible.

11. Any defects in the delivered goods must be reported in writing by the customer without delay, with obvious defects no later than one week after the arrival of the goods, and non-obvious defects no later than one week after their discovery. If the customer fails to report a defect promptly or within the specified period or if the goods are altered after the defect has been discovered or could have been discovered, the customer loses all warranty rights.
If a properly filed defect notification is justified, the customer will receive defect-free replacement goods. Instead, the contractor may also choose to rectify the defective goods, rescind the contract concerning the defective goods, or reduce the purchase price. If the contractor decides on a replacement delivery or rectification and defaults on fulfilling the chosen warranty obligation, the customer must set a reasonable grace period of at least six weeks, and if this period expires fruitlessly, may demand rescission of the contract concerning the defective goods or reduction of the purchase price. Any further liability of the contractor is excluded unless the defect in the goods or the delay in replacement delivery or rectification is due to intent or gross negligence on the part of the contractor's management or a senior employee. Complained goods may only be returned with the contractor's express consent.
Warranty rights for defective delivery expire twelve months from the point at which the risk passed to the purchaser.

12. The customer is solely responsible for verifying the right to reproduce all badges and templates, including the designs created by the contractor. By placing the order, the contractor assumes that the customer is authorized to have the ordered script, word, and image mark manufactured, distributed, and used. The customer is obliged to indemnify the contractor against all third-party claims that may arise from the preparation and execution of the assigned work. The contractor's liability is excluded to this extent. Application-related advice by the contractor is provided to the best of knowledge based on research and experience. Information on the suitability and application of the delivered goods is non-binding.

13. Designs, patterns, weaving and embroidery devices created by the contractor remain his property, even if they are charged separately, and are not delivered. The contractor's designs may not be passed on or imitated in whole or in part without his permission. If designs or other templates are provided by the customer, the contractor assumes no liability if the use of these designs or templates infringes on third-party rights. The customer is obliged to indemnify the contractor against all third-party claims.

14. The contractor may indicate his company name on the contract products in an appropriate manner. The customer may refuse consent only if he has an overriding and predominant interest.

15. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract, including bill of exchange and check processes, is Weißenburg. However, the contractor has the right to sue the customer at any other applicable place of jurisdiction. If the customer is not a full merchant, a legal entity under public law, or a special fund under public law, but has a general place of jurisdiction within Germany, these provisions apply in the event that the customer relocates his domicile or habitual residence from the Federal Republic of Germany after the conclusion of the contract, or if his domicile or habitual residence is unknown at the time of filing the lawsuit.
Applicable law: The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods dated 11.04.1980 is excluded.

16. The General Terms and Conditions are supplemented by the latest version of the General Terms and Conditions of the German Textile Industry. Should individual clauses be wholly or partially invalid, this does not affect the validity of the remaining clauses or the remaining parts of the clauses.

17. GDPR - EU General Data Protection Regulation
Insofar as a claim for damages exists under Article 82 GDPR, liability is limited to gross negligence and intent. If the regulation is invalid, the requirements of the HGB otherwise remain effective.

Albrecht Bender GmbH u. Co
91781 Weißenburg

As of 13.10.2019