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
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
- The place of performance for all services under the delivery contract shall be the place of the Seller’s commercial establishment.
- unless otherwise agreed, the goods shall be delivered ex works. The buyer bears the shipping costs. The buyer can determine the carrier.
- in case of delivery from an external warehouse, a flat-rate warehouse surcharge may be invoiced.
- partial shipments are permitted after consultation with the buyer.
- 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
- 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.
- block orders are permitted and must be limited in time when the contract is concluded.
§ 4 Interruption of delivery
- 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.
- 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.
- 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.
- claims for damages are excluded if the respective contractual party has fulfilled its obligations according to numbers 1 — 3.
§ 5 Subsequent delivery period
- 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.
- 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
- 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.
- the fillings of the products sold by HANSKRUCHEN GmbH may contain up to 1% Black Tips.
- 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
- notices of defects must be notified to the seller in writing within 12 days of receipt of the goods at the latest.
- after changes to the goods, any complaint of open defects is excluded.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- payments shall always be used to settle the oldest due debt items plus the interest and costs of default accrued thereon.
- 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
- 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.
- 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.
- 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. 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.
- 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
- 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.
- 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.
- 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.
- the buyer is entitled to resell or process the goods only under the following conditions.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- The warranty period begins at the time of the transfer of risk and is 12 months.
- 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
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.
Phone: +49 251 14120–0
Fax: +49 251 14120–15
Mon — Fri 8:00 ‑17:00
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