Terms and Conditions

General Terms and Conditions of

Plauener Seidenweberei GmbH

based on the applicable standard conditions of the

German textile industry

 

Introduction

 

The following detailed regulations apply to contracts

of sale, for services, for work and materials and ether

contracts. General terms and conditions of the cu-

stomer are herewith expressly contradicted, unless

Plauener Seiderweberei agrees in writing.

 

Article 1 - Place of Performance, Delivery and Ac-

ceptance

1. The place of performance for all supplies and ser-

vices under the supply contract is the location of the

place of trade of the vendor.

2. Delivery of the goods shall be ex domestic factory.

The shipping costs shall be borne by the purchaser.

The purchaser can appoint the carrier. The goods

shall be shipped uninsured. An advice of delivery can

be agreed.

3. ln the event of delivery from an external Warehouse,

extra flat-rate warehousing costs can be charged for.

4. Any costs accruing for special packing shall be

borne by the purchaser.

5. Sorted partial consignments, suitable for sale in

case of combinations, shall be delivered at short in-

tervals and be given prior notice of. Unsorted partial

consignments shall only be permissible with the con-

sent of the purchaser.

6. If, through vendor`s fault, delivery of the goods is

hot taken within the agreed period, the vendor shall

have the right to, at its option and after granting an

additional 12 day period of time, either make an ar-

Plauener Seidenweberei GmbH

rears charge or withdraw from the contract or claim

compensation.

 

Article 2 - Place of Jurisdiction Place ofjurisdiction,

also for any actions arising out of bills and checks, is

Plauen (Germany).

 

Article 3 - Subject matter of the Contract

1. The goods shall be delivered at fixed dates (wor-

king day or calendar week). All sales transactions

shall only be concluded for fixed quantities, articles,

qualities and at fixed prices, to which both parties

shall be bound. Transactions on a Commission basis

shall not be effected.

2. Block orders are admissible and shall be made

subject to a time-limit at the conclusion of the con-

tract. The time for taking delivery shall not exceed a

12 month period.

 

Article 4 - lnterruption of Delivery

1. In the event of force majeure, industrial action and

any other lnterruption of operations which are not due

to negligence and have continued or are likely to con-

tinue for more than one week the time for delivery or

taking delivery will be extended by the duration of the

impediment without any further arrangements, howe-

ver, no more than 5 weeks plus appropriate period

for delayed delivery. The extension shall not become

effective unless the other party is informed of the rea-

son of the impediment immediately as soon as it can

be assessed that the above-mentioned deadline can-

not be met.

2. In the event that delivery or taking delivery is hot

performed within the agreed period, the other party is

entitled to withdraw from the contract, but shall, ho-

wever, give written notice of such withdrawal at least

2 weeks prior to the use of such right to terminate the

contract.

3. ln the event that the other party to the contract has

not been informed of the delay in delivery and taking

delivery immediately upon inquiry and that the impe-

diment has lasted longerthan 5 weeks, the other par-

ty to the contract shall be entitled to withdraw from

the contract immediately.

4. The right to claim compensation shall be excluded

if the respective party to the contract has fulfilled its

obligations under paragraphs 1 to 3.

 

Article 5 - Delayed-Delivery Period

1. Transactions for delivery by a fixed date shall not

be effected. In the event that the parties expressly

agree in a particular case that the goods are earmar-

ked for a specific campaign it shall however be pos-

sible to agree a fixed delivery period without granting

an additional period of time. Should such delivery

period be exceeded, the purchaser shall be entitled

to claim reimbursement of special expenses for the

ordered goods that shall, however, not exceed the

amount of the purchase price of the ordered goods.

Any further claims shall be excluded. The purchaser

shall only be entitled to lower the purchase price or to

withdraw from the contract in case of defectiveness

or faultiness of the such goods earmarked for a spe-

cific campaign.

2. If the purchaser wishes to claim compensation in-

stead of performance it shall grant the vendor a 4-

week period warning that it will refuse performance

after the expiration of such period. The period shall

commence on the day on which the notice of the

purchaser is posted by registered mail. This provision

shall not apply in the case of paragraph 1, sentence

2, instead of the withdrawal provided therein unless

purchaser`s notice of the fixing of such period is re-

ceived by the vendor within the delayed-delivery pe-

riod.

3. The delayed-delivery period for goods in stock

which are ready for dispatch and „Neverout-of-Stock“

Plauener Seidenweberei GmbH

goods shall be 5 working days. ln the event of failure

to deliver, the purchaser shall be informed immedia-

tely. In any other respect, the provisions under para-

graph 3 shall apply.

4. Before the expiration of the delayed-delivery pe-

riod any claims of the purchaser based on delayed

delivery shall be excluded. General Terms and Con-

ditions of Plauener Seidenweberei GmbH based on

the applicable standard conditions of the German

textile industry

 

Article 6 - Agreement of quality

1. All defects of the fabric shall be marked with colo-

red yarn at the edge. So the customer will be identify

the defects.

2. Relevance otthe marking (yarn at the edge), Red =

defect over total fabric width, Yellow = selected points

defected, Green = defect over a certain distance (from

start to finish marked at the edge)

3. Quality classification

Following provisions apply for all fabric of polyester

and silk. The number of defects refers to a distance of

100m. The fabric is first class, if maximum 10 defects

over a cloth width of 1.70m. Maximum 15 defects are

allowed over a cloth width 1.70m to 3.20m. For our

downproof fabric of silk and blended silk fabric and

polyester fabric are allowed 15 defects. 20 defects

over a cloth width 1.70m to 3.00m means second

class. Maximum 10 percent of a distance of 1.00m

means second class fabric.

4. Care Instructions: The product of the Plauener

Seidenweberei GmbH should be cleaned only after

the care instructions of the Plauener Seidenweberei

GmbH. A complaint is void for non-compliance or in-

correct labeling of the goods by the customer. The

care instructions see viıviıw.seide.de.

5. Fillings: The products sold bythe Plauener Seiden-

weberei GmbH as fiber-proof and down proof goods

meet the appropriate properties only with the recom-

mended Reference fillings tested by the Plauener

Seidenweberei GmbH. Goods can also be purcha-

sed, including the reference fillings by Plauener Sei-

denweberei GmbH. When using alternative filling

materials Plauener Seidenweberei GmbH does not

guarantee the fiber density or down density of their

products. An examination of alternative filling materi-

als in connection with the fabrics of Plauener Seiden-

weberei GmbH is possible for 25,00 Euro per test run

on request. The fill material shall be submitted by the

customer.

 

Article 7 - Notice of defects

1 _ Any complaint in respect of a defect shall be sent to

the vendor within 12 days after reception of the goods

at the latest.

2. Once cutting or any other processing work has

been performed on the goods delivered, any notice

of patent defects shall be excluded.

3. Any minor, technically unavoidable deviations

from quality, which are no defects such as natural to-

Ierances in the yarn or variability of the yarn count

as pictured like tight warp thread and residue of the

silkworm, color, width, weight, finishing or design may

not be subject to complaint. This applies also to

customary deviations unless the vendor has repre-

sented and warranted delivery according to sample

in writing.

4. ln the case ofjustified notices of defects the vendor

shall have the right of rectification or delivery of fault-

less replacement goods within an appropriate period

after return reception of the goods. In such event, the

vendor shall bear the freight charges. Should such

rectification fail the purchaser shall only have the

right to lower the purchase price or to withdraw from

the contract.

Plauener Seidenweberei GmbH

5. After the expiration of the period fixed in paragraph

4, the purchaser shall only have the right to lower the

purchase price or to withdraw from the contract.

6. Any Iatent defect shall be given notice of to the

vendor by the purchaser immediately after having

been discovered. The purchaser may only lower the

purchase price or withdraw from the contract by rea-

son of the defect given notice of in due time.

 

Article 8- Terms of payment

1. The invoice shall be issued on the day on which the

goods are delivered or made available. Deferment of

the date on which payment becomes due (stating

the value date) is in any case excluded. In so far as

anticipated delivery is justified irı the interest of the

parties to the contract, the articles of agreement may

establish exceptions from this provision.

2. The purchase price (tax included) is payable net

cash on delivery of the goods unless otherwise

agreed.

3. Payments shall always be used to pay the earliest-

date liability items due plus the accumulated default

interest and costs.

4. ln any case, the date as postmarked shall deter-

mine the day of settlement of the payment. In case

of bank transfer, the day prior to the crediting to the

vendor's bank shall be deemed to be the day of set-

tlement of the payment.

 

Article 9 - Default in Payment

1. In case of payment after the due date, interest at

a rate of 8% above the basic rate of the Deutsche

Bundesbank (German Federal Bank) will be charged.

Any reminder will cost 25,00 EUR.

2. Before full payment of the amounts of invoice due,

including interest, the vendor is not be obliged to per-

form any further delivery under any current contract.

The right to assert claims for damage caused by def-

ault remains reserved.

3. ln the event that the purchaser is in default in pay-

ment or in the event of imminent insolvency or any

other substantial deterioration of the financial situati-

on of the purchaser, the vendor shall be entitled, after

granting an additional period of

12 days, to demand payment in cash before delive-

ry for any delivery still outstanding under any current

contract with discontinuance of the period allowed for

payment, or to withdraw from the contract or to assert

claim for damages.

 

Article 10 - Mode of Payment

1. Setting off against and retention of amounts of in-

voices due shall only be admissible in the case of un-

contested claims or claims recognized by declaratory

judgment. This shall also apply in the event of cessa-

tion of payment by the vendor. Any other deductions

(e.g. postage) are inadmissible.

2. Bills, in so far as they are accepted as trade-in,

shall only be accepted against reimbursement of ex-

penses incurred. Any bills and acceptances having

maturity dates exceeding three month will not be ac-

cepted. General Terms and Conditions of Plauener

Seidenweberei GmbH based on the applicable stan-

dard conditions of the German textile industry

 

Article 11 - Reservation of Title

1. Until payment in full of all trade accounts receiva-

ble from the business connection as a whole, inclu-

ding collateral receivables, claims for damages and

payments of checks and bills, the vendor retains title

to the goods delivered. The reservation of title shall

also continue if any single claim or receivable due to

the vendor is included in a current account and the

balance is struck and acknowledged.

Plauener Seidenweberei GmbH

2. lfthe goods subject to reservation arejoined, mixed

or processed to form a new movable article, such joi-

ning, mixing or processing shall be carried out for the

vendor without any obligations arising from this for

the vendor. The purchaser shall not acquire title ac-

cording to Sections 947 ff. of the German Civil Code

(BGB) to the new article by such joining, mixing or

processing. ln the event ofjoining, mixing or proces-

sing with any article not belonging to the vendor, the

vendor acquires co-title to the new article according

to the proportion of the invoiced value of its goods

subject to reservation to the total value.

3. In so far as a central regulating body that stands the

del credere is involved in the handling of the business

transactions between the vendor and the purchaser,

the vendor shall transfer the title to the central regula-

ting body with the condition precedent of payment of

the purchase price by the central regulator when ship-

ping the goods. The purchaser will only be deemed

discharged after payment by the central regulator.

4. The purchaser shall only be entitled to resale or

reprocessing considering the following conditions.

5. The purchaser shall only sell or process the goods

subject to reservation in the proper course of busi-

ness and provided its financial situation does not de-

teriorate considerably.

6a. Hereby, the purchaser assigns the account recei-

vable, including all ancillary rights, arising from the

resale of the goods subject to reservation, including

any balance receivable, to the vendor. The vendor

accepts such assignment.

6b. lfthe goods have beenjoined, mixed or processed

and the vendor has acquired co-title to the amount of

the invoiced value, the vendor shall be entitled to the

purchase price demanded proportionally to the value

of its title to the goods.

6c. Should the purchaser have sold the accounts re-

ceivable within the scope of factoring, the purchaser

assigns the accounts receivable from the factor which

replace them to the vendor and passes its sale pro-

ceeds on to the vendor proportionally to the value of

the title of the vendor to the goods. The purchaser

is obliged to disclose the assignment to the factor in

case of being in default in the payment of an invoice

more than 10 days or of considerable deterioration of

its financial situation. The vendor accepts such assi-

gnment.

7. The purchaser is authorized to collect the assigned

receivables as long as it fulfils its obligations to pay.

The collection authorization shall expire in case of

delay in payment by the purchaser or of considerable

deterioration of its financial situation. ln such event

the vendor shall be authorized by the purchaser to

inform the customers of the assignment and to collect

the receivables itself. For the setting up of the as-

signed accounts receivable the purchaser is obliged

to furnish the information required and to permit the

examination of such information. ln particular, it has

to hand over to the vendor on vendor's request a de-

tailed statement of the accounts receivable due to it,

including the names and addresses of the customers,

the amounts of the single accounts receivable, dates

of the invoices etc.

8. If the value of the security existing for the vendor

exceeds its total accounts receivable by more than

10% the vendor shall, on the request ofthe purchaser,

in so far be obliged to release securities at its option.

9. Pledging or transfer of the goods subject to reser-

vation or the assigned accounts receivable by way

of security are not admissible. The vendor shall be

informed immediately of any attachment and the at-

taching creditor.

10. lfthe vendor takes back the goods delivered using

its right of reservation of title, the contract shall not be

deemed withdrawn from unless expressly stated by

Plauener Seidenweberei GmbH

the vendor. The vendor shall be entitled to satisfac-

tion by free sale of the repossessed goods subject to

reservation.

11. The purchaser shall keep the goods subject to

reservation in safe custody free of charge and insure

them against the usual risks, such as fire, theft and

water, to the normal extent. Hereby, the purchaser

assigns its claims for damages arising from any da-

mages of the above stated nature it is entitled to make

against insurance companies or any other bodies li-

able for damages to the vendor to the amount of the

invoiced value of the goods. The vendor accepts this

assignment.

12. Any claim and right arising from the reservation

of title which exist in all special forms laid down in

the present terms and conditions shall continue until

full exemption from contingent liabilities (check, bill)

which the vendor has incurred in the interest of the

purchaser. In the case of sentence 1, the purchaser

is in any case allowed to avail itself of factoring for

its outstanding debts. The purchaser has, however,

to inform the vendor prior to incurring any contingent

liabilities.

 

Article 12 - Warranties / Liability

1. Warranty claims shall be time-bared after 12

months of the passing of risk.

2. Except in case of intent or gross negligence, any li-

ability of the vendor (inclusive downtime, loss of profit

and other secondary damages) shall be disclaimed.

However, the foregoing does not apply in case of a

breach of fundamental contract obligations. To the

extent the breach of contract is unintentionally the li-

ability for damages shall be limited to the typical pre-

dictable damage. Liability for culpable damage to life,

body or health as well as liability under the ProdHaftG

(Act on Product Liability) shall remain unaffected.

 

 

 

Article 13 - Applicable Law

The law of the Federal Republic of Germany shall be

governing. The United Nations Convention on Con-

tracts for the International Sale of Goods conoluded

on 11/04/1980 shall be excluded.

Plauener Seidenweberei GmbH