1. Offer and Prices

1.1 Our offers are subject to change at any time.

1.2 Orders will only be accepted based on our General Terms and Conditions. These terms become binding upon written confirmation or acceptance of the order, and in any case, upon delivery by the seller. The Seller’s terms and conditions apply exclusively, and cannot be amended or cancelled by any terms and conditions of the Seller or third parties. Silence on the part of the Seller in this regard shall not be deemed to constitute consent. The Buyer shall be liable for any delivery-related claim, regardless of the recipient of the delivery. Acceptance of the goods by the Purchaser or the consignee shall be deemed to constitute unconditional acceptance of these General Terms and Conditions.

1.3 Any agreements made by the purchaser with travelers, representatives, and agents require our written confirmation. Our representatives and traveling salesmen have no authority to collect payment.

1.4 Unless expressly recognized as binding, the documents belonging to our offers, such as illustrations, signs, weights, and dimensions, are only approximate. Product improvements made in the meantime shall be deemed to have been approved and shall benefit the customer without additional costs.

1.5 We reserve the right to make excess or short deliveries of up to 10%, as they may be unavoidable for technical reasons. The quantity actually delivered shall be invoiced.

1.6 If an order is not placed, we shall be entitled to demand payment for models, drafts, advice, and calculation.

1.7 All prices are ex-works, excluding packaging, freight, postage, insurance, and other shipping costs, plus the statutory value-added tax.

1.8 Packaging shall be charged at cost price, and if returned carriage paid and in undamaged condition within 4 weeks, shall be credited with 2/3 of the invoiced value. Return of cardboard boxes is excluded.

1.9 Our prices are calculated based on the currently valid material prices, wages, and external costs. Should these increase by the time of delivery, we shall be authorized to invoice corresponding prices. The purchaser declares their agreement to this beforehand. Down payments or advance payments by the customer do not change this.

2. Delivery Periods

2.1 We will make every effort to comply with the delivery and performance deadlines stated by us. However, unless there is an express guarantee, they only provide an approximate indication of the performance to the purchaser. Exceeding the deadline does not entitle the customer to claim damages.

2.2 The deadline is considered met if the delivery item has left the works or notification of readiness for dispatch has been given by the time the deadline expires.

2.3 We reserve the right to make partial deliveries, with the respective partial quantity delivered being invoiced. The invoice for the partial quantity is due according to paragraph 3 of our General Terms and Conditions.

2.4 If we are late in delivering, we shall be granted a reasonable period of grace for delivery, but no less than four weeks. We do not recognize fixed dates.

2.5 Force majeure shall entitle us to a reasonable extension of the delivery period or, at our discretion, to withdraw from the contract in whole or in part without the customer being entitled to claim damages from us. Force majeure includes, in particular, obstructions caused by official measures, operational disruptions, faulty castings or other rejects, strikes, lock-outs, other industrial action, delays in the delivery of accessories, raw materials, auxiliary materials, and operating materials, etc.

2.6 We shall not be obliged to meet the deadline if the customer fails to fulfill their contractual obligations in good time.

2.7 If dispatch or performance of any other service is delayed at the request of or due to the conduct of the customer (e.g. failure to obtain approval for printing, missing dispatch address, delay of ready-made parts to be provided, etc.), we shall be entitled to invoice for the service rendered. In addition, we shall be entitled to claim compensation for any damages incurred by us as a result. For storage in our factory, we are entitled to charge 1% of the invoice amount for each month.

2.8 Call orders are fixed orders, whereby the quantity to be called is freely disposable by the buyer within the framework of our quantity scale. The maximum period for call orders to be fulfilled is 12 months. We will make available and invoice the quantities not called after 12 months. If call orders are placed during the year, our new price lists shall apply from 1 January of a year, unless expressly agreed otherwise in writing.

3. Payment

3.1 Small amounts of less than €50 are to be paid immediately, net.

3.2 Unless expressly agreed otherwise in writing, payment shall always be made by cash on delivery.

3.3 Settlement of invoices by cheque or bill of exchange, with a maximum term of 90 days, shall be made on account of payment (fulfilment upon encashment) based on a special agreement. The buyer shall bear the discount, bill charges and any other costs.

3.4 In the event of late payment, we shall be entitled to charge the buyer interest from the due date at a rate of 2% above the respective standard bank interest rate plus value-added tax. If the buyer is a merchant within the meaning of the German Commercial Code, interest shall be charged from the due date, and if the buyer is not a merchant, interest shall be charged from the date of default. We reserve the right to claim further damages.

3.5 In case of payment difficulties on the part of the buyer, default in payment, cheque and bill protest, we reserve the right to demand payment in advance or the provision of security to secure the agreed purchase price or remuneration. This applies also for orders already confirmed before dispatch of the goods or to deliver against cash on delivery. The buyer shall bear the costs for cash on delivery. Furthermore, in the event of payment difficulties on the part of the buyer, we shall be entitled to demand immediate payment of all outstanding and deferred invoice amounts and/or to demand cash payment or the provision of security against the return of bills of exchange accepted on account of payment.

3.6 The buyer waives the assertion of a right of retention on earlier or other transactions of the current business relationship. The buyer shall only be entitled to offset counterclaims if these have been recognized by us and are due for payment or have been legally established.

3.7 Regardless of any complaints or defects in delivery, the relevant invoice shall be paid when due.

3.8 Payments by the buyer can only be made to us with discharging effect, but not to a representative without a corresponding power of attorney.

4. Retention of Title

4.1 The delivered goods shall remain our property as reserved goods until the purchase price has been paid. The retention of title shall not be revoked by individual claims being included in a current account or by the balancing of accounts and their recognition. The submission of bills of exchange for the payment of the purchase price shall not result in the loss of retention of title; rather, the retention of title shall only expire when the buyer, as the drawee, honours the bill of exchange and all our claims against the buyer have been settled.

4.2 In the event of the buyer’s default in payment, we shall be entitled to take back the goods subject to retention of title after issuing a reminder, and the buyer shall be obliged to surrender them. For this purpose, the buyer hereby permits us to enter his property and business premises.

4.3 The goods created through the combination of goods delivered by us subject to retention of title shall be deemed to have been manufactured for us and shall become our property without any obligation on our part. If goods subject to retention of title are combined, mixed or blended with goods not belonging to us, we shall have co-ownership rights in accordance with statutory provisions. In these cases, the buyer shall keep the goods subject to retention of title, which are our property or co-property, in safe custody for us free of charge.

4.4 In the event of the sale of goods subject to retention of title, which are in our ownership or co-ownership, the buyer hereby assigns to us the claim arising from the sale of the goods in the amount of the value of the goods subject to retention of title, and we accept the assignment. The buyer may not pledge or assign goods subject to retention of title within the meaning of sections 4.1 and 4.3 or claims arising from their sale without our prior consent. The buyer shall be obliged to notify us without delay of any third-party seizure of our property, in particular any compulsory execution measures, and to hand over the documents necessary for the objection.

4.5 The right to further process, use, or install the goods subject to retention of title within the meaning of sections 4.1 and 4.3 shall expire upon the occurrence of payment difficulties, cheque and bill protests, cessation of payments, complaints, or the opening of bankruptcy or judicial or extrajudicial composition proceedings.

5. Drafts, drawings, tools, technical specifications, samples, etc.

5.1 We reserve the right of ownership and copyright to drafts, drawings, cost estimates, and other documents. They may only be made accessible to third parties with our agreement. If we have delivered items according to drawings, models, samples, or other documents that the customer has provided us, the customer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing or supplying such objects by invoking industrial property rights, we shall not be obliged to investigate the legal situation but shall be entitled to cease any further activity in this regard and to demand compensation for the costs incurred and the loss of profit. The customer also undertakes to indemnify us immediately against all claims of third parties in connection therewith. The customer shall indemnify us against all damages incurred by us as a result of the assertion of the property right by third parties.

5.2 Technical specifications (e.g., dimensions, specific weights, HKS specifications) for the offers are not guaranteed properties but only customary designations. No guarantee is assumed for their compliance. We reserve the right to deviations within the tolerances according to DIN standards.

5.3 Deviations from samples of previous deliveries will be avoided as far as technically possible. Insignificant deviations in quality, design, and color do not grant any claims. Significant deviations only grant a claim for withdrawal or replacement delivery, but not for loss of profit or damages of any kind. Reference samples with advertising imprints may not be used by our customers as photo templates for their catalogs or brochures because there is a risk that third-party rights will be infringed. The same applies to the provision of lithographs from our own catalog and brochure documents. We must expressly reject claims for damages in the event of any infringements.

5.4 If advertising or other labeling of objects is desired, a final drawing must be submitted to us with exact details of the desired size of the labeling. If we do not receive precise indication, the text design, typeface, and position of the advertising on the item shall be left to us.

5.5 If corrections are requested, the customer shall be liable for any errors that may have been overlooked. We shall not be liable for any hearing or spelling mistakes that occur during the transmission of orders, advertising texts, etc., by telephone or data transmission. In such cases, it is recommended that the customer confirms the transmitted information in writing.

5.6 If tools, molds, or other equipment are manufactured by us or under our direction, we shall invoice half of them after the order has been placed and the other half after the first type samples have been presented. If no turnout sample is expressly requested, or if there is no delivery from the mold for any other reason, the second half of the mold cost invoice shall be due immediately after completion of the mold.

5.7 Amortization agreements can be made on a case-by-case basis.

6. Textile Products

6.1 We strive to achieve the colors and designs provided by you as closely as possible, but we reserve the right to certain tolerances as is customary in the field of textile printing.

6.2 If you waive the right to a proof sample, we explicitly point out that any complaint regarding text accuracy, printing inks, and printing elements will be void.

6.3 We would like to inform you that deviations in processing, design, material, as well as in color, quality, and result of printing may occur due to product and production reasons. Additionally, quality deviations such as bleed-through of the textile in the printed image or fibers in the printed image may occur. These issues are production-related and cannot be completely avoided. Therefore, complaints are excluded.

6.4 Generally, the care instructions shown in the textile apply. Unless explicitly ordered otherwise, textiles that have been finished using the textile printing process may not be dried in a dryer, may only be washed at a maximum of 40°C, may not be dry-cleaned, and may only be ironed on the non-finished side. If a different application is desired, such as boil-proof, it must be explicitly requested when placing the order.

6.5 Up to 3% or up to 5 pieces of rejects must be taken into account for textile printing. Invoice deductions in this regard are not possible.

7. Green Dot

We assume that the cotton bags ordered are solely promotional bags and do not fall under the packaging regulations. If this is not the case, we must receive a message from you in this regard to invoice the Dual System Germany. The costs will then be charged to you on a 1:1 basis plus a handling fee of €15.00.

8. Liability for Defects

8.1 We will only consider complaints if they are reported immediately in accordance with § 377 HGB (German Commercial Code), at the latest, one week after receipt of the goods by registered letter. In the case of partial deliveries, it is essential to make the demand so that further damage can be prevented.

8.2 Defects in a part of the delivery do not entitle the customer to complain about the entire delivery.

8.3 Complaints do not give the customer the right to withhold payments.

8.4 The quality of the goods we deliver is determined by the values specified by us for the design of the reference samples submitted for testing and approval. We reserve the right to make insignificant deviations in the quality and delivery of goods if they are unavoidable due to raw materials or for technical reasons.

8.5 If the complaint is justified, we will remedy the defects at our discretion by repairing the goods, delivering a replacement, or issuing a credit note.

8.6 Claims for cancellation of the purchase or reduction of the purchase price are excluded. Claims for damages, regardless of their legal basis, are also excluded. This also applies to consequential damages, in particular personal injury, property damage, and operational disruptions. We do not assume liability for our advice. This does not relieve the customer of the personal duty of examination.

9. Delivery Abroad

9.1 All transactions and sales abroad are subject to these general terms and conditions. All rights arising from this contractual relationship are exclusively governed by German law. If we need to take legal action abroad to enforce our contractual claims, the buyer agrees to assume and pay all court and out-of-court costs plus lawyers’ fees. The customer abroad accepts these conditions when placing the order, and they are deemed to be agreed.

10. Other agreements:

The place of performance and jurisdiction for both parties shall be exclusively in Halle/Saale. By placing an order or accepting the goods, the above terms and conditions, which form the basis of all agreements and offers, shall be deemed accepted. They shall also be binding even if we do not expressly reject any conflicting terms and conditions of purchase of the customer. Any agreements deviating from these terms and conditions shall only be valid if they have been acknowledged by us in writing in the individual case.

11.

Within the framework of the terms and conditions of business, data concerning our customers and suppliers shall be stored and processed.

12.

All previous general terms and conditions of the seller are hereby cancelled.

Halle (Saale), January 1, 2019.