Terms and Conditions - B2B

Terms and Conditions of Tie Solution GmbH

Sales and Delivery Conditions of Tie Solution GmbH as of March 2023

§ 1 Scope

(1) All deliveries, services, and offers of Tie Solution GmbH (hereinafter referred to as the 'seller') are exclusively based on these General Delivery Terms and Conditions (referred to as 'AGB'). These are part of all contracts concluded by the seller with its contracting parties (also referred to as 'client') for the deliveries or services offered by the seller. They also apply to all future deliveries, services, or offers to the client, even if they are not separately agreed upon again.

(2) The terms and conditions of the client or third parties do not apply, even if the seller does not expressly object to their validity in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.

§ 2 Offer and Conclusion of Contract

(1) All offers from the seller are non-binding and subject to change unless expressly marked as binding or contain a specific acceptance period. The seller can accept orders within 2 weeks after they have been placed by the customer.

(2) The written purchase agreement, including these General Delivery Terms and Conditions, is solely authoritative for the legal relationship between the seller and the client. It fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by the seller prior to the conclusion of this contract are legally non-binding, and oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated that they remain binding.

(3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Delivery, require written form to be effective. Except for managing directors or authorized signatories, employees of the seller are not authorized to make oral agreements that deviate from this. To comply with the written form, telecommunication transmission is sufficient, especially by fax or email, provided that a copy of the signed declaration is transmitted.

(4) Information provided by the seller regarding the subject matter of the delivery or service (such as weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data) as well as our representations of the same (such as drawings and illustrations) are only approximately authoritative, unless precise conformity is required for the contractually intended purpose. They are not guaranteed quality features, but rather descriptions or designations of the delivery or service. Commercial deviations and deviations resulting from legal regulations or technical improvements are permissible, provided they do not impair the usability for the contractually intended purpose.

(5) The seller reserves ownership or copyright of all offers and cost estimates submitted by him, as well as drawings, illustrations, calculations, brochures, catalogs, models, and other documents and aids provided to the client. The client may not make these items accessible to third parties, disclose them, use them himself or through third parties, or reproduce them without the express consent of the seller. Upon request of the seller, the client shall return these items in full to the seller and destroy any copies made if they are no longer needed by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The storage of electronically provided data for the purpose of customary data backup is excluded from this.

§ 3 Prices and Payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO and are subject to packaging, the statutory value-added tax, customs duties, fees, and other public charges for export deliveries from the delivery warehouse.

(2) If the agreed prices are based on the seller's list prices and delivery is to take place more than four months after the conclusion of the contract, the seller's list prices valid at the time of delivery shall apply (each less a agreed percentage or fixed discount).

(3) Invoice amounts are to be paid within ten days without any deduction, unless otherwise agreed in writing. The date of payment is determined by the receipt by the seller. Payment by check is excluded, unless agreed separately in individual cases. Special custom-made products require an advance payment of 60%, with the remainder to be paid within 10 days after receipt of the goods without any discount. Special items and/or stock items are payable within 10 days net cash. If the client fails to make payment when due, the outstanding amounts shall accrue interest at a rate of 9+% per annum from the due date; the assertion of higher interest and further damages in the event of default remains unaffected.

(3a) The seller reserves the right to deliver by cash on delivery or advance payment until functioning business relationships have been established with new customers.

(4) Offsetting with counterclaims of the client or withholding of payments due to such claims is only permissible if the counterclaims are undisputed or legally established.

(5) The seller is entitled to execute or provide outstanding deliveries or services only against advance payment or security deposit if circumstances become known to him after conclusion of the contract which are likely to significantly reduce the creditworthiness of the client and which jeopardize the payment of the seller's outstanding claims by the client from the respective contractual relationship (including from other individual orders for which the same framework contract applies).

§ 4 Delivery, Delivery Time and Returns

(1) Deliveries are made ex works.

(2) Deadlines and dates for deliveries and services promised by the seller are always approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed. Unless there are special circumstances, a grace period of 18 days is deemed reasonable. If shipment has been agreed, delivery deadlines and delivery dates refer to the time of handover to the carrier, freight forwarder or other third party commissioned with transport.

(3) The seller may, without prejudice to his rights arising from the customer's delay, request an extension of delivery and performance deadlines or a postponement of delivery and performance dates from the customer for the period in which the customer does not fulfill his contractual obligations to the seller.

(4) The seller shall not be liable for impossibility of delivery or for delivery delays, insofar as these are caused by force majeure or other events that were not foreseeable at the time of contract conclusion (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, lack of labor, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or the non-delivery, incorrect delivery or untimely delivery by suppliers) and which the seller is not responsible for. If such events significantly impede or make delivery or performance impossible for the seller and the hindrance is not only of temporary duration, the seller is entitled to withdraw from the contract. In the case of obstacles of temporary duration, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the delay makes it unreasonable for the buyer to accept the delivery or performance, he may withdraw from the contract by immediate written declaration to the seller.

(5) The seller is only entitled to partial deliveries if

• the partial delivery is usable for the contractual purpose for the client,

• the delivery of the remaining ordered goods is ensured, and

• this does not result in significant additional effort or costs for the client (unless the seller agrees to bear these costs).

(6) If the seller is in default with a delivery or service or if a delivery or service becomes impossible for any reason, the liability of the seller for damages is limited in accordance with § 8 of these General Delivery Terms and Conditions (referred to as AGB).

(7) For custom-made products, a surplus or shortfall of +/- 10% is permissible due to unavoidable technical reasons.

(8) Custom-made products are generally excluded from exchange.

(9) Requested samples will be charged at the individual price plus shipping costs.

(10) In case of agreed return or exchange of stock items, a credit note will be issued in the amount of the value of the goods minus 25% handling costs, as is customary in the industry. Shipping costs will not be credited. Unpaid parcel shipments will not be accepted. Please note that any color values provided by us according to Pantone are for guidance only and deviations do not constitute a reason for returning the goods.

(11) For the initial draft (designs) of our articles, we charge a flat fee between 50,- and a maximum of 200,- euros per design, based on the effort involved. For further changes to this draft, we also charge based on the effort. These costs will be partially or fully refunded in the event of an order being placed.

(12) The costs for sample prints will be specified in the offer depending on effort and production method.

§ 5 Place of performance, shipping, packaging, transfer of risk, acceptance

(1) Place of performance for all obligations arising from the contractual relationship is D-35578 Wetzlar, unless otherwise specified.

(2) The shipping method and packaging are subject to the seller's reasonable discretion. The seller bears the cost of packaging, unless otherwise agreed. Freight costs are borne by the client.

(3) The risk passes to the customer at the latest upon delivery of the goods (with the start of the loading process being decisive) to the carrier, freight forwarder or other third party designated to carry out the shipment. This also applies if partial deliveries are made or if the seller has taken on other services (e.g. shipping). If the shipment or delivery is delayed due to a circumstance for which the customer is responsible, the risk passes to the customer from the day on which the goods are ready for shipment and the seller has notified the customer of this.

(4) The purchaser bears the storage costs after the transfer of risk. If the seller stores the goods, the storage costs amount to 0.25% of the invoice amount for the goods to be stored per elapsed week. The assertion and proof of additional or lower storage costs remain reserved.

(5) The seller only insures the shipment against theft, breakage, transport, fire and water damage or other insurable risks upon explicit request and at the expense of the purchaser.

§ 6 Warranty, Defects

(1) The warranty period is one year from delivery. This period does not apply to claims for damages by the client resulting from injury to life, body or health or from intentional or grossly negligent breaches of duty by the seller or its agents, which are subject to statutory limitation periods.

(2) The delivered items must be carefully examined by the client or the third party designated by him immediately after delivery. The obligation to examine and give notice of defects extends in particular to ensuring that the delivered goods are identical to the ordered goods in terms of type, quality, dimensions, fit, color, and quantity within the customary tolerances. This must be ensured, if necessary, by random sampling.

(3) The delivered items are deemed approved by the buyer with regard to obvious defects or other defects that would have been recognizable through prompt and careful examination, if the seller does not receive a written complaint about defects within seven working days after delivery. With regard to other defects, the delivered items are deemed approved by the buyer if the complaint about defects does not reach the seller within seven working days after the point in time when the defect became apparent; however, if the defect was already recognizable to the buyer at an earlier point in time under normal use, this earlier point in time is decisive for the start of the complaint period. Upon request of the seller, a disputed delivered item must be returned to the seller free of charge. In the case of justified complaints about defects, the seller reimburses the costs of the most economical shipping method; this does not apply if the costs increase because the delivered item is located at a different place than the intended place of use.

(4) In case of defects in the delivered goods, the seller is initially obliged and entitled, at his choice and within a reasonable period of time, to remedy the defect or provide a replacement delivery. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in remedying the defect or providing a replacement delivery, the purchaser may withdraw from the contract or reduce the purchase price appropriately.

(5) If a defect is due to the fault of the seller, the purchaser may, under the conditions specified in § 8, claim damages.

(6) The warranty shall be void if the purchaser modifies the delivered item without the seller's consent or has it modified by third parties, and thereby makes rectification of defects impossible or unreasonably difficult. In any case, the purchaser shall bear the additional costs of rectification resulting from the modification.

(7) Delivery of used items agreed upon with the client on a case-by-case basis is made without any warranty for material defects.

§ 7 Intellectual Property Rights

(1) To the extent that the client provides specifications for the use of design elements subject to third-party industrial property rights or copyrights (e.g. logos), the client is solely responsible for any claims arising therefrom by third parties.

(2) Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it for the infringement of such rights.

(3) If the seller is held liable by third parties for infringement of industrial property rights or copyrights due to specifications pursuant to paragraph 1, the client is obliged to indemnify him against all costs necessary to defend against the claims. The seller may demand a reasonable advance payment from the client for this purpose. Upon request of the seller, the client is obliged to join a legal dispute on the side of the seller and to support him to the best of his ability.

(4) The seller may request proof of authorization to use design elements according to paragraph 1.

§ 8 Liability for damages due to fault

(1) The seller's liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, is limited to the extent that it depends on fault, in accordance with this § 8.

(2) The seller shall not be liable for simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it concerns a breach of material contractual obligations. Material contractual obligations are the obligation to deliver the goods on time, their freedom from legal defects and such material defects that significantly impair their usability, as well as advisory, protective and custodial duties that are intended to enable the client to use the goods in accordance with the contract or to protect the life or limb of the client's personnel or to protect the client's property from significant damage.

(3) To the extent that the seller is liable for damages according to § 8 (2), this liability is limited to damages that the seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or that he would have had to foresee with the application of customary care. Indirect damages and consequential damages resulting from defects in the delivered item are also only compensable to the extent that such damages can typically be expected with the intended use of the delivered item.

(4) In the event of liability for simple negligence, the seller's obligation to compensate for property damage and resulting further financial losses is limited to an amount of 25 % of the order value. This limitation of liability does not apply if the client specifies a higher value of possible financial losses when placing the order and in a timely manner before the start of production.

(5) The above exclusions and limitations of liability apply equally to the organs, legal representatives, employees and other agents of the seller.

(6) To the extent that the seller provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by him, it is provided free of charge and without any liability.

(7) The limitations of this § 8 do not apply to the liability of the seller and his legal representatives, employees or other agents for intentional and grossly negligent behavior, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

§ 9 Retention of title

(1) Delivered goods remain the property of the seller until the purchase price has been fully paid, but the client is entitled to resell them within the scope of his business operations.

(2) Any pledging or transfer of ownership of the goods to third parties is excluded prior to the transfer of ownership without the consent of the seller. The seizure of the goods by third parties must be reported immediately.

§ 10 Final provisions

(1) If the client is a merchant, a legal entity under public law or a special public fund, or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between the seller and the client is at the seller's choice D-35578 Wetzlar or the client's registered office. However, in these cases, D-35578 Wetzlar is the exclusive place of jurisdiction for lawsuits against the seller. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationship between the seller and the client is governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

(3) Insofar as the contract or these General Terms and Conditions (referred to as GTC) contain gaps in regulation, those legally effective regulations shall apply to fill these gaps, which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions, if they had known about the regulatory gap.

Notes:

The client acknowledges that the seller stores data from the contractual relationship for the purpose of data processing in accordance with § 28 of the Federal Data Protection Act and reserves the right to transmit the data to third parties (e.g. insurance companies) to the extent necessary for the fulfillment of the contract.

Clients who place textile products on the market in the European Union are legally obliged to provide permanent, easily legible, visible and accessible labeling in accordance with legal requirements, in particular with the prescribed designations in German language.