Payment and Shipping Terms

Terms of Payment and Delivery of DAS TEPPICHWERK GmbH & Co. KG

(Based on the Terms of Payment and Delivery of the Convention of the German Home Textiles Industry (Konvention der Deutschen Heimtextilien-Industrie e.V.), version dated 1 January 2020)

Section 1 Scope of Application

  1. These Standard Terms and Conditions shall apply exclusively between merchants.
  2. All deliveries and services provided by the Seller shall be governed exclusively by the following Standard Terms and Conditions of the German textile industry. The Seller shall not recognise any general terms and conditions of the Buyer unless the Seller has expressly agreed to their applicability in writing. This shall also apply if the Seller performs its services without reservation despite being aware of terms and conditions that conflict with or deviate from these Standard Terms and Conditions.

Section 2 Place of Performance, Delivery and Acceptance

  1. The place of performance for all obligations arising from the supply contract shall be the location of the Seller's commercial establishment.
  2. The goods shall be delivered ex works from a domestic production facility. The Buyer shall bear the shipping costs. The Buyer may designate the carrier. The goods shall be shipped uninsured. Advance notice of delivery may be agreed.
  3. The Buyer shall bear the cost of special packaging.
  4. Sorted partial shipments and partial shipments comprising combinations in a form suitable for sale must be made promptly and announced in advance. Unsorted partial shipments shall be permitted only with the Buyer's consent.
  5. If, through the fault of the Buyer, acceptance does not take place on time, the Seller shall be entitled, at its discretion and after expiry of an additional period of 12 calendar days to be specified by the Seller, either to invoice the goods with immediate effect and immediate maturity (backlog invoice), to withdraw from the contract, or to claim damages.

Section 3 Place of Jurisdiction

At the claimant's option, the place of jurisdiction (including for actions relating to bills of exchange and cheques) shall be the location of a German commercial establishment of either party. The claimant shall also be entitled to bring an action at the registered office of the trade or cartel organisation responsible for the Seller (Cologne). The court first seized shall have jurisdiction.

Section 4 Contractual Terms

  1. The goods shall be delivered on specified dates (a working day or a specified calendar week). All sales shall be concluded only for specified quantities, items and qualities and at fixed prices. Both parties shall be bound by these terms. No sale-or-return transactions shall be conducted.
  2. Call-off orders shall be permitted and must be subject to a time limit when the contract is concluded. The call-off period may not exceed 12 months.

Section 5 Interruption of Delivery

  1. In the event of force majeure, industrial action for which neither contracting party is responsible, or other operational disruptions occurring through no fault of either party that have lasted, or are expected to last, for more than one week, the delivery or acceptance period shall automatically be extended by the duration of the impediment, but by no more than five weeks. Such extension shall apply only if the other party is informed without undue delay of the reason for the impediment as soon as it becomes apparent that the delivery or acceptance period cannot be met.
  2. If delivery or acceptance has not taken place within the extended delivery or acceptance period in the cases specified in subsection 1, the other contracting party may withdraw from the contract after expiry of an additional period of 12 calendar days to be specified by that party.
  3. Claims for damages shall be excluded in the cases specified in subsection 1 if the respective contracting party has fulfilled its obligation under subsection 1.

Section 6 Additional Delivery Period

  1. Upon expiry of the delivery period, an additional delivery period of 12 calendar days shall commence automatically without the need for any declaration. After expiry of this period, the Buyer may withdraw from the contract by written declaration. If the Buyer wishes to claim damages in lieu of performance, it must, following expiry of the agreed delivery period, set the Seller an additional period of four weeks in writing. The statutory provisions governing circumstances in which setting an additional period is unnecessary (section 281(2) and section 323(2) of the German Civil Code (BGB)) shall remain unaffected.
  2. For ready-to-ship stock goods and NOS (“Never out of Stock”) goods, the additional delivery period shall be five working days. The Buyer must be informed without undue delay if delivery cannot be made. In all other respects, subsection 1 shall apply.
  3. Before expiry of the additional delivery period, any claims by the Buyer due to late delivery shall be excluded unless section 8 subsections 2 and 3 apply.

Section 7 Notice of Defects

  1. Notices concerning apparent defects must be sent to the Seller no later than 12 calendar days after receipt of the goods. The Buyer must notify the Seller of hidden defects without undue delay after their discovery.
  2. Once the delivered goods have been cut or any other processing has commenced, any complaint concerning apparent defects shall be excluded.
  3. Minor, technically unavoidable deviations in quality, colour, width, weight, finish or design shall not constitute a material defect. This shall also apply to deviations customary in the trade unless the Seller has confirmed in writing that the goods will correspond exactly to a sample.
  4. In the event of a justified notice of defects, the Buyer shall, at the Seller's discretion, be entitled to rectification or delivery of defect-free replacement goods within 12 calendar days after the goods have been returned. In this case, the Seller shall bear the freight costs. If subsequent performance has failed, the Buyer shall be entitled only to reduce the purchase price or withdraw from the contract, unless section 8 subsections 2 and 3 apply.
  5. If notice of a defect is not given within the prescribed period, the goods shall be deemed approved.

Section 8 Damages

  1. Claims for damages by the Buyer shall be excluded unless otherwise stipulated in these Terms and Conditions.
  2. The exclusion in subsection 1 shall not apply where liability exists under the German Product Liability Act (Produkthaftungsgesetz), in cases of intent, gross negligence on the part of proprietors, legal representatives or executive employees, fraudulent concealment, failure to comply with an assumed guarantee, culpable injury to life, limb or health, or culpable breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment is fundamental to the contract and upon whose performance the Buyer may rely. However, a claim for damages due to a breach of material contractual obligations shall be limited to the loss or damage typical for the contract and foreseeable, unless another case referred to in sentence 1 applies.
  3. The foregoing provisions shall not entail any reversal or alteration of the burden of proof to the detriment of the Buyer.

Section 9 Payment

  1. The invoice shall be issued on the date of delivery or on the date the goods are made available. Postponement of the due date (value dating) is generally excluded.

  2. Invoices shall be payable:

    1. within 10 days of invoicing and dispatch of the goods, subject to a 2% prompt-payment discount;
    2. net from the 11th through the 30th day following invoicing and dispatch of the goods.

    Default shall commence on the 31st day in accordance with section 286(2), no. 1 BGB.

  3. If the Seller accepts bills of exchange instead of cash, cheque or bank transfer, a surcharge of 1% of the amount of the bill shall be charged when the bill is accepted, calculated after expiry of the net payment term on the 31st day following invoicing and dispatch of the goods.
  4. Changes to the method of settlement must be announced three months in advance.
  5. Payments shall always be applied to settle the oldest due liabilities, together with any default interest accrued thereon.
  6. The decisive factor for timely payment shall be the final credit entry in the Seller's account.
  7. Our company regularly checks your creditworthiness when contracts are concluded and, in certain cases where a legitimate interest exists, also in relation to existing customers. For this purpose, we work with Creditreform Boniversum GmbH, Hammfelddamm 13, 41460 Neuss, Germany, from which we obtain the required data. To this end, we transmit your name and contact details to Creditreform Boniversum GmbH. The information pursuant to Article 14 of the EU General Data Protection Regulation concerning the processing of data by Creditreform Boniversum GmbH is available at: https://www.boniversum.de/eu-dsgvo

Section 10 Payment after the Due Date

  1. Payments made after the due date shall bear interest at nine percentage points above the applicable basic rate of interest within the meaning of section 247 BGB. In all other respects, section 288 BGB shall apply.
  2. Until all due invoice amounts, including interest, have been paid in full, the Seller shall not be obliged to make any further deliveries under ongoing supply contracts. The right to claim damages caused by default shall remain reserved.
  3. In the event of a material deterioration in the Buyer's financial circumstances, such as impending insolvency or default in payment, the Seller may, in respect of all supply contracts based on the same legal relationship, refuse to perform its obligations or withdraw from those supply contracts after setting an additional period of 12 calendar days. In all other respects, section 321 BGB shall apply. Section 119 of the German Insolvency Code (InsO) shall remain unaffected.

Section 11 Set-off and Right of Retention

Set-off against and retention of due invoice amounts shall be permitted only on the basis of claims that are undisputed or have been finally adjudicated, unless the claims concerned are claims for damages closely connected with the Buyer's claim to proper and defect-free performance of the contract.

Section 12 Retention of Title

  1. The goods shall remain the property of the Seller until all claims arising from deliveries of goods throughout the entire business relationship have been paid in full, including ancillary claims, claims for damages and the honouring of cheques and bills of exchange. Retention of title shall remain in effect even if individual claims of the Seller are included in a current account and the balance has been determined and acknowledged.
  2. If the goods subject to retention of title are combined, mixed or processed by the Buyer to create a new movable item, this shall be carried out on behalf of the Seller without creating any obligation for the Seller. As a result of such combination, mixing or processing, the Buyer shall not acquire title to the new item pursuant to sections 947 et seq. BGB. If the goods are combined, mixed or processed with items not owned by the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of its goods subject to retention of title to the total value.
  3. If a central settlement body that assumes the del credere risk is involved in transactions between the Seller and the Buyer, the Seller shall transfer title to the central settlement body upon dispatch of the goods, subject to the condition precedent that the purchase price is paid by the central settlement body. The Buyer shall be discharged only upon payment by the central settlement body.

  4. The Buyer shall be entitled to resell or further process the goods only subject to the following conditions:

    a) The Buyer may sell or process the goods subject to retention of title only in the ordinary course of business, provided that its financial circumstances have not subsequently deteriorated materially.

    b) The Buyer hereby assigns to the Seller the claim arising from the resale of the goods subject to retention of title, together with all ancillary rights, including any current-account balance claims. The Seller accepts this assignment.

    c) If the goods have been combined, mixed or processed and the Seller has acquired co-ownership thereof in the amount of its invoice value, the Seller shall be entitled to the purchase-price claim proportionately according to the value of its rights in the goods.

    d) If the Buyer has sold the claim by way of genuine factoring, the Buyer shall assign to the Seller the replacement claim against the factor and shall forward to the Seller the proceeds of sale proportionately according to the value of the Seller's rights in the goods. The Buyer shall be obliged to disclose the assignment to the factor if payment of an invoice is more than 10 calendar days overdue or if its financial circumstances deteriorate materially. The Seller accepts this assignment.

    e) For as long as the Buyer meets its payment obligations, it shall be authorised to collect the assigned claims. The authorisation to collect shall expire if the Buyer defaults on payment or if the Buyer's financial circumstances deteriorate materially. In such an event, the Seller is hereby authorised by the Buyer to notify the Buyer's customers of the assignment and to collect the claims itself. To enable the Seller to assert the assigned claims, the Buyer must provide the necessary information and permit this information to be verified. In particular, at the Seller's request, the Buyer must provide an exact list of the claims to which it is entitled, stating the names and addresses of customers, the amount of each claim, invoice dates and other relevant details.

  5. If the value of the security held by the Seller exceeds all of the Seller's claims by more than 10%, the Seller shall, at the Buyer's request, release security interests to that extent at the Seller's discretion.
  6. Pledging or transfer by way of security of the goods subject to retention of title or of the assigned claims shall not be permitted. The Seller must be informed immediately of any attachment, including the identity of the attaching creditor.
  7. If the Seller takes back the goods supplied in exercise of its rights arising from the retention of title, this shall not automatically constitute withdrawal from the contract. The Seller may satisfy its claims from the returned goods subject to retention of title by means of a private sale.
  8. The Buyer shall store the goods subject to retention of title for the Seller free of charge. It shall insure them, to the customary extent, against the usual risks, such as fire, theft and water damage. The Buyer hereby assigns to the Seller, up to the invoice value of the goods, any claims for compensation to which it is entitled against insurance companies or other parties liable for compensation in respect of damage of the aforementioned kind. The Seller accepts this assignment.
  9. All claims and rights arising from the retention of title in all special forms stipulated in these Terms and Conditions shall remain in effect until the Seller has been fully released from contingent liabilities (cheque/bill-of-exchange liabilities) entered into by the Seller in the Buyer's interest. In the case described in sentence 1, the Buyer shall in principle be permitted to engage in factoring of its receivables. However, it must inform the Seller before contingent liabilities are entered into.

Section 13 Applicable Law

The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 shall be excluded.

Supplementary Provisions

I. Warranty

Notice: In individual cases, a phenomenon known as “shading” may occur in velour carpet products. This is a phenomenon characteristic of this type of product and does not constitute a material defect; liability for shading is expressly excluded. In this respect, we recommend that consumers be informed accordingly and/or that this notice be included when the carpet products are resold.

II. Technical Changes

We reserve the right to make technical changes to our products, provided that their performance characteristics are retained.

III. Use of Trade Marks

Our trade marks may be used only with our prior express approval.

IV. Return of Packaging

Packaging shall be accepted for return exclusively at our factory in Hameln.

Version date: 9 January 2025