§ 1 Scope

• The unit terms apply exclusively between retailers.

• For all deliveries and services of the seller, only the following unit terms of the German textile industry apply. General terms and conditions of the buyer are not recognized by the seller unless the seller has expressly agreed to their applicability in writing. This also applies if the seller performs the services with knowledge of opposing or deviating terms and conditions of business without reservation.

§ 2 Place of Fulfillment, Delivery, and Acceptance

• The place of fulfillment for all services from the delivery contract is the location of the seller’s business establishment.

• The goods are delivered ex domestic works. A parcel fee of 9.00 euros per parcel will be charged for the shipping costs incurred within Germany. These shipping costs shall be borne by the buyer. The goods are to be sent uninsured. A shipping notification can be agreed.

• Packaging costs for special packaging are borne by the buyer.

• Sorted and sales-friendly partial deliveries must occur promptly and be announced in advance. Unsigned deliveries are only permissible with the buyer’s consent.

• If, due to the buyer’s fault, acceptance does not occur in time, the seller is entitled, at his discretion, to either invoice the goods immediately upon expiration of a grace period of 12 calendar days (backlog invoice) or to withdraw from the contract or claim damages.

• Order quantities deviating from the packaging unit are billed per order with an additional processing fee of 15 EUR. For orders under 300 EUR, a small quantity surcharge of 15 EUR is due.

§ 3 Jurisdiction

Jurisdiction (also for bills of exchange and cheque claims) is, at the plaintiff’s choice, the location of a German business establishment of one of the parties. The plaintiff is also entitled to sue at the seat of the relevant professional or cartel organization for the seller (Stuttgart).

The court first contacted is responsible.

§ 4 Contract Content

• The delivery of the goods takes place on specific dates (business day or a particular calendar week). All sales are concluded only for specific quantities, items, qualities, and fixed prices. Both parties are bound by this. Commission business is not conducted.

• Block orders are permissible and must be limited when the contract is concluded. The acceptance period may not exceed 12 months..

§ 5 Interruption of Delivery

• In cases of force majeure, labor disputes not attributable to a contracting party, and other unavoidable operational disruptions lasting more than one week or expected to last, the delivery or acceptance period is automatically extended by the duration of the disruption, but no longer than 5 weeks. The extension occurs only if the other party is promptly informed of the reason for the disruption as soon as it is foreseeable that the delivery or acceptance period cannot be met.

• If the delivery or acceptance does not occur within the extended delivery or acceptance period in the cases mentioned in section 1, the other contracting party may withdraw from the contract after the expiration of a grace period of 12 calendar days.

• Claims for damages are excluded in the cases of section 1 if the respective contracting party has fulfilled its obligations under section 1.

§ 6 Delivery Period for Subsequent Deliveries

• After the expiration of the delivery period, a subsequent delivery period of 12 calendar days is set automatically. After this period, the buyer can withdraw from the contract by written declaration. If the buyer claims damages instead of performance, he must set the seller a 4-week period in writing after the agreed delivery period has expired. The legal provisions regarding the dispensability of setting a deadline (§ 281 (2), § 323 (2) BGB) remain unaffected.

• For ready-to-ship stock goods and NOS goods (“Never-out-of-Stock”), the subsequent delivery period is 5 business days. In case of non-delivery, the buyer must be informed immediately. Otherwise, the provisions of section 1 apply. 1.

• Before the end of the subsequent delivery period, claims of the buyer due to delayed delivery are excluded, unless sections 8 (2) and (3) apply.

§ 7 Complaints

• Complaints about visible defects must be sent to the seller within 12 calendar days after receipt of the goods. Hidden defects must be reported by the buyer to the seller immediately after discovery.

• After cutting or otherwise beginning processing of the delivered goods, any complaints about visible defects are excluded.

• Minor, technically unavoidable deviations in quality, color, width, weight, equipment, or design do not constitute a defect. This also applies to customary trade deviations unless the seller has provided a written assurance of a sample-compliant delivery.

• In the case of justified complaints, the buyer has the right to either repair or receive defect-free replacement goods within 12 calendar days after return of the goods, at the seller’s choice. In this case, the seller bears the shipping costs. If the subsequent performance fails, the buyer only has the right to reduce the purchase price or withdraw from the contract, unless sections 8 (2) and (3) apply.

• If the complaint is not made within the deadline, the goods are considered approved.

§ 8 Damages

• Claims for damages by the buyer are excluded unless otherwise provided in these terms.

• The exclusion in section 1 does not apply if liability exists under the Product Liability Act, in cases of intent, gross negligence by owners, legal representatives, and senior employees, in cases of fraudulent intent, failure to comply with a given guarantee, in cases of culpable injury to life, body, or health, or in cases of culpable violation of essential contractual obligations; essential contractual obligations are those whose fulfillment characterizes the contract and on which the buyer is entitled to rely. However, a claim for damages due to the violation of essential contractual obligations is limited to the typical and foreseeable damage, unless another case mentioned in the first sentence applies.

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

§ 9 Payment

• The invoice is issued on the day of delivery or provision of the goods. A postponement of the due date (valuation) is generally excluded.

• Invoices are payable:
  1. within 10 days of invoice issuance and goods dispatch with a 4% early payment discount
  2. from the 11th to the 30th day after invoice issuance and goods dispatch with a 2.25% discount
  3. from the 31st to the 60th day after invoice issuance and goods dispatch net. From the 61st day, default occurs according to § 286 (2) No. 1 BGB.

• If instead of cash, checks, or bank transfers, the seller accepts bills of exchange, a surcharge of 1% of the bill amount is calculated for the period from the 61st day after invoice issuance and goods dispatch.

• Instead of the above regulation, the following can be arranged if the buyer commits to it for at least 12 months:
  
  

  Invoices from	Invoices from	Payable at 2.25% discount on	To be paid net on
  1st to 10th of a month	15th of the same month	5. of the next month	5. of the month after next
  11th to 20th of a month	25th of the same month	15. of the next month	15. of the month after next
  21. – end of a month	5. of the next month	25. of the next month	25. of the month after next

  
  For the settlement method, sections 1-3 apply correspondingly.

• Changes to the settlement method must be announced 3 months in advance.

• Payments are always used to settle the oldest due debts plus accrued default interest.

• The timeliness of payment is determined by the final credit to the seller’s account.

§ 10 Payment after Due Date

• For payments after the due date, interest of 9 percentage points above the respective base interest rate according to § 247 BGB is charged. Otherwise, § 288 BGB applies.

• Before full payment of due invoices including interest, the seller is not obligated to make any further deliveries from ongoing delivery contracts. The assertion of a delay damage remains reserved.

• In case of significant deterioration in financial conditions, such as imminent insolvency or default, the seller may refuse performance or withdraw from these delivery contracts after setting a grace period of 12 calendar days. Otherwise, § 321 BGB applies.
  § 119 InsO remains unaffected.

§ 11 Offset and Retention

Offset and retention of due invoice amounts are only permitted with undisputed or legally established claims, unless they relate to claims for damages closely connected to the buyer’s claim for proper performance of the contract.

§ 12 Retention of Title

• The goods remain the property of the seller until full payment of all claims from goods deliveries from the entire business relationship, including ancillary claims, damage claims, and redemption of checks and bills. The retention of title also remains in effect if individual claims of the seller are included in a current invoice and the balance is drawn and acknowledged.

• If the buyer combines, mixes, or processes the goods subject to retention of title into a new movable item, this is done for the seller without the seller being obligated in this regard. Through the combination, mixing, or processing, the buyer does not acquire ownership of the new item according to §§ 947 ff. BGB (German Civil Code). If combined, mixed, or processed with items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the invoice value of the retained goods to the total value.

• If a central clearing office is involved in the business process between the seller and the buyer, which assumes the risk of default, the seller transfers ownership to the central clearing office upon dispatch of the goods, with the suspensive condition of payment of the purchase price by the central clearing office. The buyer is only released upon payment by the central clearing office.

• The buyer is only authorized to resell or process the goods subject to retention of title under the following conditions:
  4a) The buyer may only resell or process the goods subject to retention of title in the ordinary course of business, provided that their financial situation does not significantly deteriorate thereafter.
  4b) The buyer hereby assigns the claim with all ancillary rights from the resale of the retained goods—including any balance claims—to the seller. The seller accepts this assignment.
  4c) If the goods have been combined, mixed, or processed and the seller has acquired co-ownership to the extent of the invoice value, the seller is entitled to a proportional claim on the purchase price according to the value of their rights in the goods.
  4d) If the buyer has sold the claim within the framework of true factoring, the buyer assigns the new claim against the factor to the seller and forwards the sale proceeds proportionally to the value of the seller’s rights in the goods. The buyer must disclose the assignment to the factor if payment of an invoice is more than 10 calendar days overdue or if their financial situation deteriorates significantly. The seller accepts this assignment.
  4e) The buyer is authorized to collect the assigned claims as long as they fulfill their payment obligations. The authorization to collect ceases in case of payment default by the buyer or a significant deterioration in the buyer’s financial situation. In such a case, the seller is authorized by the buyer to inform the debtors of the assignment and to collect the claims themselves. To assert the assigned claims, the buyer must provide the necessary information and allow verification of this information. Specifically, they must provide the seller, upon request, with a detailed statement of the claims, including names and addresses of the debtors, amounts of each claim, invoice dates, etc.

• If the value of the security existing for the seller exceeds all their claims by more than 10%, the seller is obliged to release securities at the buyer’s request to that extent.

• Pledging or transferring ownership of the retained goods or the assigned claims is not permitted. The seller must be immediately informed of any seizures, including details of the creditor.

• If the seller reclaims the delivery item in the exercise of their retention of title rights, this does not automatically constitute a withdrawal from the contract. The seller may satisfy themselves from the reclaimed retained goods through a free sale.

• The buyer keeps the retained goods for the seller free of charge. They must insure the goods against typical risks such as fire, theft, and water to a customary extent. The buyer hereby assigns their compensation claims from damages of the aforementioned types against insurance companies or other liable parties to the seller to the extent of the invoice value of the goods. The seller accepts this assignment.

• All claims and rights from the retention of title to all special forms specified in these terms and conditions remain in force until complete release from contingent liabilities (e.g., checks and bills of exchange) that the seller has entered into in the buyer’s interest. The buyer is generally permitted to engage in factoring for their receivables but must inform the seller before entering into contingent liabilities.

§ 13 Applicable Law

The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.

Disclaimer: Based on the standard terms and conditions of the German textile industry in the version dated 01.01.2020.