We provide all our deliveries and services exclusively under the following conditions. We do not recognize any conflicting or diverging purchasing and/or payment conditions of the customer, unless we have expressly agreed to the customer's conditions in writing in individual cases. Our conditions also apply to future transactions, even if they are not attached in individual cases.
a) The prices indicated by us apply only to the individual order and not to repeat orders. They apply ex works and do not include packaging, freight, insurance, customs, and value-added tax.
b) If unforeseeable cost increases occur for us between the conclusion of the contract and the execution of the order, for example, due to increases in labor or material costs, we are entitled to adjust the prices within the framework of the changed circumstances without calculating any additional profit.
c) Unless otherwise agreed, our invoices are to be paid within 10 days of receipt of the invoice.
d) Bills of exchange are accepted only by express agreement and only as a means of payment. Discount charges and other exchange costs are to be borne by the customer. Payment by bill of exchange excludes cash discount deduction.
e) If multiple invoices or claims are outstanding, we are also entitled to determine the order of settlement, even if the customer specifies a different order.
f) If agreed payment deadlines are exceeded, we can - without the need for a separate reminder - charge interest at the respective bank interest rate and bank charges for open business credit, but at least 4% above the respective discount rate of the central bank. Further claims remain unaffected.
The customer may only offset with an undisputed or legally established counterclaim. The assertion of a right of retention is only permitted to the customer if it is based on the same contractual relationship and if the underlying counterclaims are undisputed or legally established.
a) In the event of force majeure, unavoidable disruptions to operations, labor disputes, energy and raw material shortages, official orders, and delays in deliveries from suppliers, our delivery deadlines shall be extended accordingly, to the extent that the circumstances were unforeseeably unknown after the conclusion of the contract and are not our fault.
b) Without prejudice to our rights arising from the customer's delay, the delivery deadlines shall be extended by the period for which the customer is in default with its obligations under this or any other order.
a) The goods travel at the customer's expense and risk on the way to the customer and also in the event of any returns that are not based on a justified warranty claim. This applies even if free-of-charge delivery has been agreed exceptionally, as well as when the goods are sent to a recipient designated by the customer. We insure the goods against transport damage. The insurance by us does not mean that we assume the risk for transportation.
b) In the case of agreed and/or coordinated returns, including selections, the same mode of dispatch must be used as for the dispatch of the goods, as otherwise our transport insurance is exempt from liability. In the event of a deviation from the mode of dispatch for returns, the customer bears the risk of loss and damage to the goods during the return. Returns of selections are also insured only if the items are returned before the expiration of the selection period.
a) Goods that we leave to the customer for selection are considered bindingly accepted by the customer if and to the extent that we do not receive the goods back within the deadline specified in the attached selection note.
b) The selected goods are insured against theft as long as the selection period is running. The selected goods are only insured against burglary theft if the goods are stored in a safe.
c) If the customer uses the selected goods as exhibition pieces before the expiration of the deadline specified in the selection note, includes them in a travel stock, allows third parties to make a selection or consigns them on commission, or does not keep them in the safe outside business hours, the customer assumes all risks from this point on, including the risk of accidental loss. In these cases, the customer is obliged to ensure sufficient insurance coverage for these goods and hereby assigns any claims arising from the insurance to us in advance as collateral in the event of damage. We accept the assignment. Clause 8, section i, applies accordingly.
d) The customer is not entitled to provide the goods provided by us to third parties for selection or on commission without our express written consent.
e) In the case of returns, the burden of proof for the identity of the returned goods lies with the customer. Furthermore, our delivery and payment conditions apply exclusively to selections.
a) The customer is obliged to inspect the delivered goods immediately and to report any recognizable defects in writing without delay, at the latest within one week after delivery of the goods to the place of destination.
b) The assurance of specific characteristics must be individually and expressly agreed upon in writing.
c) In the event of justified complaints, we are only obligated to remedy the defect or make a replacement delivery at our discretion. If the rectification or replacement delivery fails, the customer may, at his option, demand a reduction of the purchase price or rescission.
a) The delivered goods remain our property until full payment has been made for all current and future claims arising from our business relationship, including all ancillary claims, and until checks and bills have been redeemed. This also applies if the purchase price has been paid for specific goods delivered by us. In the case of an ongoing account, the agreed retention of title is considered security for our balance claim. If, in the interest of the customer, we assume liability as the issuer of a reverse or acceptor bill, our rights from the retention of title do not expire until the customer has fully redeemed the bill or has fully released us from our bill liability.
b) The customer may only sell our reserved goods in the ordinary course of business. Pledging or transfer of ownership of the reserved goods is not permitted. If the customer resells unpaid goods subject to retention of title to third parties, he must agree on a retention of title with the buyer in credit transactions.
c) Insofar as the resale of our reserved goods is not made for cash, the customer hereby assigns his claim for the purchase price against the acquirer to us as security up to the amount of our invoice price. We accept the assignment. The customer is revocably authorized to collect the assigned claim on our behalf as long as he fulfills his payment obligations to us properly. In the event of the customer's default in payment, we are entitled to disclose the assignment and demand payment from the third party. Upon request, the customer must provide us with all documents and information necessary to assert the claim. If the customer includes his claim from the resale of our goods in a genuine or so-called improper current account relationship with his buyers, he hereby assigns his claims in advance to us as security for the balance determined and acknowledged in his favor, as well as for any surplus (causal final balance) existing at the end of the current account relationship, up to the amount of the price we charged him for our goods sold.
d)The customer may process or transform our reserved goods in the regular course of business. Processing or transformation is carried out for us as the manufacturer within the meaning of § 950 of the German Civil Code (BGB), without obligating us. We automatically acquire ownership of any new item resulting from the processing or transformation. If our reserved goods are processed together with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the invoice value of our reserved goods compared to the invoice value of the other goods processed together. If our goods are processed together with other goods not owned by us, and the customer becomes the owner of the new item, it is agreed in advance that the customer transfers to us co-ownership of the new item in proportion to the invoice value of our processed reserved goods compared to the invoice value of the other goods processed together. The customer is obliged to store our ownership or co-ownership free of charge for us, revocably. If an item supplied by us becomes an essential component of another item as the main item through connection, it is agreed that ownership of the main item passes to us in proportion to the value of our item according to our invoice compared to the invoice value, or in the absence of an invoice value, the fair value of the main item. In this respect, the main item is stored by our customer free of charge with customary commercial care for us. If our reserved goods are to be resold on credit after processing, the customer hereby assigns his claim for the purchase price to us in advance up to the invoice value. If our reserved goods have been processed together with other goods not owned by us, the purchase price claim is only assigned to us in advance up to the invoice value of our goods processed together. If we acquire co-ownership by operation of law or based on our business relationships through the connection of goods supplied by us with other goods, the customer hereby assigns his claim for the purchase price in advance up to the value of our connected goods according to our invoice. The provisions of section 8 letter c shall apply mutatis mutandis to assignment and collection.
e) The customer is obliged to insure the reserved goods at his own expense against theft, burglary, robbery, extortion, fire, and water damage in our favor. The customer hereby assigns all resulting insurance claims regarding the reserved goods to us as security. We accept the assignment.
f) The customer shall immediately object to any third-party access (e.g., seizures or confiscations) to the goods delivered under retention of title, or to the goods delivered under retention of title, or to the claims assigned to us, while referring to our rights. Furthermore, the customer shall immediately inform us in writing about such access, providing the necessary documents for intervention (e.g., copy of the seizure protocol).
g) The customer undertakes to keep our original labels on the goods until resale or, if using their own labels, to appropriately indicate that the goods originate from our deliveries.
h) In the event of payment default or other contractual breaches by the customer, we are entitled to take possession of the reserved goods at the customer's expense or demand the assignment of the customer's claims for surrender from third parties. The exercise of retention of title rights and any seizure of our goods by ourselves shall not be considered as withdrawal from the contract, unless the Consumer Credit Act applies. Clause 10 of these terms and conditions shall apply to the issuance of credits.
i) We undertake to release the securities to which we are entitled under the above provisions at our discretion, as long as their realizable value exceeds the secured claims by 20%.
In the event of a significant deterioration of the customer's assets occurring after the conclusion of the contract, such as protests against bills of exchange or enforcement measures, we, without prejudice to any other rights, are entitled to take the following measures: If we have not yet performed our deliveries under these contracts, we are entitled to withdraw from these contracts if the customer does not provide sufficient security or fails to fulfill their obligations within a reasonable period of time set by us. If we have already made our deliveries, we may declare due immediately any resulting claims that are not yet due, including those for which bills of exchange or checks have been given. This right is granted to us as soon as the customer has been in default of payment for more than three months with at least 25% of their total liabilities.
In the case of final product returns due to payment difficulties or the customer's insolvency, credits will be issued. In such cases, we reserve the right to make deductions based on:
a) The external condition of the product at the time of return (e.g., for costs possibly required for refurbishment; for costs of re-labeling when original labels have been removed or damaged during storage and are no longer presentable).
b) Depreciation occurred between the time of delivery and the time of return due to fashion obsolescence or technological advancement.
c) A decrease in the price of precious metals compared to the date of the invoice. The relevant price is the one on the day when the reserved goods come back into our possession.
The customer has the right to provide evidence that a deduction is not justified or should be significantly lower.
Our designs, samples, models, and similar items are considered our intellectual property and may not be imitated or used for reproduction in any other way by the customer, even if there are no specific intellectual property rights associated with them. Any deliberate violation of this provision makes the customer liable for damages.
We are entitled to process or have processed all data relating to the business relationship with the customer in accordance with the German Federal Data Protection Act (BDSG).
a) The place of performance for delivery and payment is exclusively Pforzheim for both parties.
b) The place of jurisdiction for all disputes arising from the contractual relationship, its establishment, and its effectiveness, including bills of exchange and check claims, is Pforzheim for both parties or, at our discretion, the customer's place of business.
c) The contractual relationship is subject exclusively to German law. International commercial law does not apply.