The following general terms and conditions exclusively apply to all contracts for the delivery of goods with TEXET GmbH:
1. Our following general terms and conditions apply to all contracts between us, TEXET GmbH, represented by CEO André Stemmermann, Celler Str 1, D-27374 Visselhövede, Trade Register: HRB 201 817, AG Walsrode, as sellers and other companies (hereinafter named „customer“) as buyers of the goods to deliver Where these terms and conditions have not already been sent, they can be viewed on the Internet at www.texeteurope.com, downloaded and saved on your PC. The customer is aware that our terms and conditions shall also apply to any future contracts with us. Different terms of the customer are not binding for us.
2. A customer's order on our homepage, via e-mail, fax or call is considered to be the customer's offer to make a contract of purchase. Our homepage or the visible product ranges in our catalogues [e.g. print campaigns, pdf campaigns in electronic / digital form, newsletter] are not such an offer. They are just an invitation to the customer to offer making a contract.
Acceptance of this offer of the customer is made either by written order con-firmation or delivery of the goods. In this way, the sales contract is effected.
Notwithstanding this, we can work out a customized offer on request. Such an offer is valid for 14 days from submission. Customer offers for a sales contract are also valid for 14 days from the incoming order.
We supply our customers with goods in first-class quality and are constantly trying to improve. If improvements are made with the goods after they were ordered, the customer will be delivered the improved version, if possible.
3. Our Delivery is done from stock as a matter of principle. Upon delivery of the goods to the shipper or the carrier or other person or institution com-missioned with the dispatch of the goods, the risk passes over from us to the customer. Basically, we commission a transport company of our own choice, if the customer has not otherwise stipulated in the order.
We make best efforts to have all goods in the foreseeable quantities required in stock, in order to secure a prompt delivery. If goods should be unexpectedly not in stock, we are entitled to partial deliveries. In this case, we will do our best to deliver the goods missing in stock nevertheless promptly to our customers.
Certain deadlines do not apply unless separately agreed in writing. If dead-lines for delivery are agreed upon in writing they start with the date of the contract, as far as no other separate agreement is made.
If separately agreed delivery deadlines are exceeded by our fault and we do not deliver despite prolongation for at least 14 days by the customer, the customer is entitled to cancel the purchase contract. If we have already made a partial delivery until that time, a cancellation of the entire contract is possible only, if the customer proves that the previous consignment is of no interest for him.
4. Should the customer default on acceptance of the delivery or a part of it we are entitled to cancel the entire contract after a reasonably set grace period. In this case we are entitled to a compensation for loss to the amount of 20% of the net purchase price, unless we prove a higher loss and if the customer provides no evidence that the loss is not or was not created at this level.
5. The customer is obliged to examine the delivered goods immediately and give us written notification of deficiencies without delay, but within 7 days at latest. The notice period for obvious defects begins upon delivery of the goods and for hidden defects with the announcement of the defect.
If goods are defective, we have the option of exchanging them within the scope of supplementary performance or remedy the defect. If we choose subsequent performance and it fails, the customer is entitled either to request a reasonable reduction of the purchase price or to withdraw from the purchase contract. As far as only parts of the supply are defective, a cancellation of the entire contract is possible only, if the rest of the consignment is of no interest for the customer.
The customer must duly pack the goods in question and return them to us for assessment and, where appropriate, for the remedy of claimed defects.
Commodity which is returned to us by the customer for review and subse-quent performance passes into our property – as far as there has already been a transfer of ownership.
6. For all orders the prices contained in our current price list are valid. All prices are net, plus VAT at the current level. Incidental packing and shipping costs and costs of transport insurance, which we make only on special request of the customer, bears the customer and will be charged by us in addition.
Deliveries are made at the request of the client, either against advance pay-ment or cash on delivery. If the supply is exceptionally made against an in-voice by virtue of a separate agreement, we provide a 3 % discount on the invoice amount if we are authorized for direct debiting service. Otherwise, the invoice amount is due within 10 days with a 2% discount or, within 30 days from receipt of invoice.
7. A set-off or retention of our contractual claims and other non-contractual related claims by the customer are admissible only in case of matured counterclaims which are undisputed or legally ascertained.
We are entitled to offset our own claims.
8. Should payment be delayed, or should there be a reason for distress, sub-stantial deterioration of assets or insolvency of the customer we are entitled to defer delivery until payment and to demand advance payments for future deliveries despite any other agreement. If there should not be effected any payment within a reasonable time, we are entitled to cancel all contracts with the customer and to demand payment of damages or loss incurred.
9. We are liable to our customers only for injury to life, body or health caused by a negligent breach of duty on our part or an intentional or negligent breach of duty by our legal representatives or agents, or with regard to any other damages that result from a negligent breach of contract on our part or an intentional or grossly negligent breach of contractual obligations of our representatives or agents.
Except for the loss of life, body and health, we are liable to the amount of the typically foreseeable damage only, and for each individual case to the maximum of two times the net invoice amount of such delivery to the cus-tomer.
Any further liability on our part is excluded.
10. The goods delivered by us to the customer remain our property until full sa-tisfaction of all our justified claims against the customer. Those may not be pledged to third parties nor be pledged as security.
If the goods are resold before the settlement of our claims, our customer assigns by now in advance the receivables from the resale of goods in full to us incl. all incidental expenses until complete balancing of our accounts in order to supply security. Our customer is entitled to collect these recei-vables as long as he settles our accounts and we have not expressly con-tradicted bank collection. Receivables collected are to be paid to us promptly at maturity of our demands.
If our security rights are infringed or in case of confiscation, or seizure, the customer will immediately notify us, enclosing the available evidence (such as seizure protocols, etc.) and remind third parties of our security rights. The customer will take all defensive measures at his own expense that our security rights are not infringed. The customer will give us names and addresses of his clients on our request, so that we can inform the debtors of the assignment for security. The customer will also deliver us the necessary records needed for prosecution.
11. We like to point out that the data of our customers are processed and saved for the duration of the business relationship by means of electronic data processing (§ 28 BDSG - Federal Data Protection Act).
12. For business with registered traders the place of performance and jurisdic-tion is Rotenburg (Wümme). German law is applicable only.
Any ancillary agreement to this contract must be at least in writing to become effective (§ 126a German civil code Bürgerliches Gesetzbuch BGB)
Valid from March 2011
© 2009-2011 TEXET GmbH