General Terms and Conditions of Business

Important Note: In case of doubt, only the ori­gi­nal Ger­man ver­sion (AGB) is valid.

Gene­ral Terms and Con­di­ti­ons of HANSKRUCHEN GmbH based on the valid stan­dard terms and con­di­ti­ons of the Ger­man tex­tile industry

Intro­duc­tion
These terms and con­di­ti­ons apply to all purchase con­tracts, con­tracts for work and ser­vices and other con­trac­tual ser­vices of HANSKRUCHEN GmbH. Any terms and con­di­ti­ons and con­tract-chan­ging pro­vi­si­ons of the buyer are con­tra­dic­ted. They shall only become effec­tive vis-à-vis HANSKRUCHEN GmbH if HANSKRUCHEN GmbH agrees to these chan­ges in writing.

§ 1 Place of per­for­mance, deli­very and acceptance

1. The place of per­for­mance for all ser­vices under the deli­very con­tract shall be the place of the Sel­ler’s com­mer­cial establishment.
2. unless other­wise agreed, the goods shall be deli­vered ex works. The buyer bears the ship­ping costs. The buyer can deter­mine the carrier.
3. in case of deli­very from an exter­nal warehouse, a flat-rate warehouse surcharge may be invoiced.
4. par­tial ship­ments are per­mit­ted after con­sul­ta­tion with the buyer.
5. if the accep­tance does not take place in time due to the fault of the buyer, the sel­ler has the right, after set­ting a grace period of 12 days, eit­her to issue an invoice for arre­ars or to with­draw from the con­tract or to claim damages.

§ 2 Place of juris­dic­tion
The place of juris­dic­tion, also for actions on bills of exch­ange and che­ques, is Müns­ter. § 3 Con­tent of the contract

1. the deli­very of the goods takes place on cer­tain dates (working day or a cer­tain calen­dar week). All sales are only con­cluded for spe­ci­fic quan­ti­ties, artic­les, qua­li­ties and fixed pri­ces. Both par­ties are bound to this. Com­mis­sion tran­sac­tions are only car­ried out after writ­ten agreement. 
2. block orders are per­mit­ted and must be limi­ted in time when the con­tract is concluded.

§ 4 Inter­rup­tion of delivery

1. in the event of force majeure, indus­trial action and other ope­ra­tio­nal dis­rup­ti­ons through no fault of our own which have las­ted or are expec­ted to last lon­ger than one week, the deli­very period or accep­tance period shall be exten­ded wit­hout fur­ther ado by the dura­tion of the hin­drance, but by no more than 6 weeks plus a reasonable period for sub­se­quent deli­very. The exten­sion shall only be gran­ted if the other party is infor­med imme­dia­tely of the reason for the hin­drance as soon as it is obvious that the afo­re­men­tio­ned dead­line can­not be met. 
2. if the deli­very or accep­tance has not taken place in time, the other party to the con­tract may with­draw from the con­tract. Howe­ver, it must give writ­ten notice of this at least two weeks before exer­cis­ing the right of withdrawal. 
3. if the other party to the con­tract was not infor­med imme­dia­tely upon request that deli­very or accep­tance will not be made or accepted on time and if the hin­drance has las­ted for more than 6 weeks, the other party to the con­tract may with­draw from the con­tract immediately.
4. claims for dama­ges are excluded if the respec­tive con­trac­tual party has ful­fil­led its obli­ga­ti­ons accor­ding to num­bers 1 — 3.

§ 5 Sub­se­quent deli­very period 

1. tran­sac­tions for deli­very by a fixed date are not car­ried out. If the par­ties expressly agree in indi­vi­dual cases that the goods are inten­ded for a spe­ci­fic cam­paign, howe­ver, a fixed deli­very date can be agreed wit­hout a grace period. If this deli­very date is excee­ded, the buyer can demand reim­bur­se­ment of spe­cial expen­ses for the orde­red goods, howe­ver, at most in the amount of the purchase price of the orde­red goods. Fur­ther claims are excluded. The buyer can only reduce the purchase price or with­draw from the con­tract due to the defec­ti­ve­ness of the pro­mo­tion goods. 
2. if the buyer wants to claim dama­ges ins­tead of per­for­mance, he must set the sel­ler a 4‑week dead­line with the threat that he will refuse per­for­mance after expiry of the dead­line. The period shall be coun­ted from the day on which the Buy­er’s noti­fi­ca­tion by regis­tered mail is sent. In the case of clause 1, sen­tence 2, this pro­vi­sion shall apply ins­tead of the with­dra­wal from the con­tract as sta­ted the­r­ein only if the Sel­ler has recei­ved this dead­line from the Buyer within the sub­se­quent deli­very period.

§ 6 Qua­lity agreement

1. care ins­truc­tions: The goods made up by HANSKRUCHEN GmbH may only be clea­ned accor­ding to the care ins­truc­tions of HANSKRUCHEN GmbH. A claim for com­plaint is not valid if the cus­to­mer does not observe or incor­rectly labels the goods. The care ins­truc­tions can be found at www.naturdaunen.de.
2. the fil­lings of the pro­ducts sold by HANSKRUCHEN GmbH may con­tain up to 1% Black Tips.
3. all pro­ducts of HANSKRUCHEN GmbH are manu­fac­tu­red accor­ding to the Euro­pean stan­dard DIN EN 12934 and are cer­ti­fied accor­ding to the stan­dard 100 OEKOTEX pro­duct class 1

§ 7 Notice of defects

1. noti­ces of defects must be noti­fied to the sel­ler in wri­ting within 12 days of receipt of the goods at the latest.
2. after chan­ges to the goods, any com­plaint of open defects is excluded. 
3. tech­ni­cal and natu­ral unavo­ida­ble devia­ti­ons in qua­lity are not con­side­red defects and can­not be objec­ted to. This also applies to devia­ti­ons cus­to­mary in trade, unless an agree­ment going bey­ond this has been made bet­ween buyer and seller.
4. in the case of jus­ti­fied noti­ces of defect, the sel­ler has the right to rec­ti­fi­ca­tion of defects or deli­very of defect-free repla­ce­ment goods within a reasonable period after receipt of the goods. In this case the sel­ler bears the freight costs. If the sup­ple­men­tary per­for­mance has fai­led, the buyer only has the right to reduce the purchase price or to with­draw from the contract.
5. after expiry of the period of time men­tio­ned in clause 4, the buyer only has the right to reduce the purchase price or to with­draw from the contract. 
6. hid­den defects must be repor­ted to the sel­ler in wri­ting by the buyer imme­dia­tely after their dis­co­very. The Buyer may only reduce the purchase price or with­draw from the con­tract on the basis of the defect noti­fied in due time.

§ 8 Payment

1. the invoice is issued on the day of deli­very or the day the goods are made available. A post­po­ne­ment of the due date (value date) is gene­rally excluded. If an early deli­very is jus­ti­fied in the sense of the con­trac­tual part­ners, the con­trac­tual pro­vi­si­ons may sti­pu­late excep­ti­ons to this regulation.
2. invoices are paya­ble within 10 days after invoi­cing with 4% express account, from 11th to 30th day after invoi­cing with 2.25% dis­count and from 31st to 60th day after invoi­cing net.
3. pay­ments shall always be used to settle the oldest due debt items plus the inte­rest and costs of default accrued thereon.
4. the date of dis­patch of the pay­ment shall in any case be deter­mi­ned by the post­mark. In the case of bank trans­fer, the day before the Sel­ler’s bank is cre­di­ted is dee­med to be the date of payment.

§ 9 Pay­ment after due date

1. for pay­ments after the due date, the sta­tu­tory default inte­rest will be char­ged. In addi­tion, a fee of 25.00 EUR will be char­ged for each remin­der. The buyer is allo­wed to prove lower costs of the seller.
2. before com­plete pay­ment of due invoice amounts inclu­ding inte­rest, the sel­ler is not obli­ga­ted to make any fur­ther deli­veries under any cur­rent con­tract. The asser­tion of a damage cau­sed by delay remains reserved. 
3. in the event of default in pay­ment by the buyer or in the event of immi­nent insol­vency or other signi­fi­cant dete­rio­ra­tion in the finan­cial cir­cum­s­tances of the buyer, the sel­ler may, after set­ting a period of grace of 10 days for out­stan­ding deli­veries from any cur­rent con­tract, demand cash pay­ment before deli­very or with­draw from the con­tract or claim damages.

§ 10 Mode of payment

1. 1. the off­set­ting and reten­tion of due invoice amounts is only per­mis­si­ble in the case of undis­pu­ted or legally estab­lished claims. This shall also apply in the event that the Sel­ler sus­pends pay­ment. Other deduc­tions (e.g. post­age) are not permitted.
2. bills of exch­ange, inso­far as they are accepted in pay­ment, will only be accepted against reim­bur­se­ment of expen­ses. Bills of exch­ange and accep­tances with a term of more than three months are not accepted.

§ 11 Reten­tion of title

1. the goods remain the pro­perty of the sel­ler until full pay­ment of all claims from deli­veries of goods from the entire busi­ness rela­ti­onship, inclu­ding inci­den­tal claims, claims for dama­ges and encash­ment of che­ques and bills of exch­ange. The reten­tion of title shall also remain in force if indi­vi­dual claims of the sel­ler are included in a cur­rent invoice and the balance is drawn and acknowledged.
2. If the goods sub­ject to reten­tion of title are com­bi­ned, mixed or pro­ces­sed by the buyer to form a new mova­ble item, this shall be done for the sel­ler, wit­hout the sel­ler being obli­ga­ted as a result. By the con­nec­tion, mixing or pro­ces­sing the buyer does not acquire the pro­perty accor­ding to §§ 947 ff. BGB at the new thing. 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 his reser­ved goods to the total value.
3. If a cen­tral regu­la­ting body is invol­ved in the busi­ness tran­sac­tion bet­ween the sel­ler and the buyer, which assu­mes the del cre­dere, the sel­ler trans­fers the owner­ship to the cen­tral regu­la­ting body upon dis­patch of the goods with the sus­pen­sive con­di­tion of pay­ment of the purchase price by the cen­tral regu­la­ting body. The buyer shall only be released upon pay­ment by the cen­tral regulator.
4. the buyer is entit­led to resell or pro­cess the goods only under the fol­lo­wing conditions.
5. the buyer may only sell or pro­cess the goods sub­ject to reten­tion of title in the ordi­nary course of busi­ness and pro­vi­ded his finan­cial cir­cum­s­tances do not dete­rio­rate permanently.
6. 6a. The Buyer her­eby assigns the claim with all ancil­lary rights from the resale of the reser­ved goods — inclu­ding any balance claims — to the Sel­ler.
   6b. If the goods have been com­bi­ned, mixed or pro­ces­sed and if the Sel­ler has acqui­red co-owner­ship of them in the amount of his invoice value, he shall be entit­led to the purchase price claim in pro­por­tion to the value of his rights to the goods.
   6c. If the Buyer has sold the claim within the scope 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.
7. The buyer is aut­ho­ri­zed, as long as he meets his pay­ment obli­ga­ti­ons, to coll­ect the assi­gned claims. The aut­ho­riza­tion to coll­ect shall expire in the event of default of pay­ment by the Buyer or if the Buy­er’s finan­cial cir­cum­s­tances dete­rio­rate signi­fi­cantly. In this case, the Sel­ler is her­eby aut­ho­ri­zed by the Buyer to inform the cus­to­mers of the assign­ment and to coll­ect the receiv­a­bles hims­elf. For the asser­tion of the assi­gned claims, the Buyer must pro­vide the neces­sary infor­ma­tion and per­mit the veri­fi­ca­tion of this infor­ma­tion. In par­ti­cu­lar, upon request, the Buyer shall pro­vide the Sel­ler with an exact list of the claims to which the Sel­ler is entit­led, inclu­ding the names and addres­ses of the cus­to­mers, the amount of the indi­vi­dual claims, invoice date, etc.
8. if the value of the secu­rity exis­ting for the sel­ler exceeds all his claims by more than 10 %, the sel­ler shall be obli­ged to release secu­ri­ties of his choice upon the buy­er’s request.
9. pled­ging or trans­fer of owner­ship by way of secu­rity of the goods sub­ject to reten­tion of title or the assi­gned claims are not per­mit­ted. The sel­ler is to be infor­med imme­dia­tely of any sei­zure of the goods, sta­ting the name of the sei­zure creditor.
10. if the sel­ler takes back the deli­very item in exer­cise of his right of reten­tion of title, this shall only con­sti­tute a with­dra­wal from the con­tract if the sel­ler expressly decla­res this. The Sel­ler may satisfy its­elf from the repos­s­es­sed goods sub­ject to reten­tion of title by pri­vate sale.
11. the buyer keeps the reser­ved goods for the sel­ler free of charge. He must insure them against the usual risks, such as fire, theft and water to the usual ext­ent. The Buyer her­eby assigns to the Sel­ler his claims for com­pen­sa­tion to which he is entit­led from damage of the above-men­tio­ned kind against insu­rance com­pa­nies or other par­ties lia­ble to pay com­pen­sa­tion, in the amount of the invoice value of the goods. The sel­ler accepts the assignment.
12. All claims as well as rights from the reser­va­tion of title to all spe­cial forms spe­ci­fied in these terms and con­di­ti­ons shall con­ti­nue to exist until com­plete release from con­tin­gent lia­bi­li­ties (che­que-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 his out­stan­ding debts. Howe­ver, he must inform the sel­ler before ente­ring into con­tin­gent liabilities.

§ 12 War­ranty period / Exclu­sion of liability

1. The war­ranty period beg­ins at the time of the trans­fer of risk and is 12 months.
2. 2. all claims for dama­ges are excluded, inclu­ding those for dama­ges that have not occur­red to the deli­very item its­elf (e.g. loss of use, loss of pro­fit or other con­se­quen­tial dama­ges). This exclu­sion shall not apply in the case of intent or gross negli­gence or cul­pa­ble vio­la­tion of essen­tial con­trac­tual obli­ga­ti­ons. In case of cul­pa­ble vio­la­tion of essen­tial con­trac­tual obli­ga­ti­ons — except in cases of intent and gross negli­gence — only for the con­tract-typi­cal, reason­ably fore­seeable damage. The exclu­sion of lia­bi­lity shall also not apply if a cul­pa­ble breach of duty has cau­sed damage to the legal inte­rests of life, body or health.

§ 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 11.04.1980 (UN Sales Con­ven­tion or CISG) is excluded. Sta­tus 26.06.2019

Dis­pute Reso­lu­tion
We are pre­pared to par­ti­ci­pate in dis­pute reso­lu­tion pro­cee­dings with con­su­mers before a con­su­mer arbi­tra­tion board. The com­pe­tent con­su­mer arbi­tra­tion board is: Gene­ral con­su­mer arbi­tra­tion board of the Zen­trum für Schlich­tung e.V. Stras­bourg road 8 77694 Kehl am Rhein www.verbraucher-schlichter.de In order to resolve the above dis­pu­tes, we will par­ti­ci­pate in dis­pute reso­lu­tion pro­cee­dings before this body.