General Terms and ConditionsStatus: October 2008
1. Scope and provider
(1) These General Terms and Conditions apply to all orders placed by customers with the online shop aydemirtextil.de, Inh. Aydemir Textil e.K.. Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. The General Terms and Conditions also apply to all future business relationships, even if they are not expressly agreed again. General terms and conditions of the customer shall only apply to the extent that Aydemir Textil e.K. has expressly agreed in writing.
(2) The range of goods in our online shop is aimed exclusively at customers who are to be regarded as entrepreneurs within the meaning of § 14 (1) BGB, i.e. who act in the exercise of their commercial or self-employed professional activity when concluding the contract.
2. Conclusion of contract and prices
(1) By completing the customer's order in our online shop, the customer submits a binding purchase offer. Insofar as we subsequently send an automated confirmation of receipt, this does not yet constitute acceptance of the customer's purchase offer. A purchase contract for the goods is only concluded when we expressly declare acceptance of the purchase offer or if we separate the goods without prior express declaration of acceptance and send them to the customer.
(2) The prices stated in our online shop are net prices. In addition, there is the applicable statutory value added tax.
(3) All prices are exclusive of the respective stated shipping costs.
3. Terms of payment; Delay
(1) In our online shop, the payment methods agreed for the respective customer are indicated in each case.
(2) All payments must be made within 10 days of invoicing.
(3) In the case of payment by direct debit, the customer may have to bear the costs incurred as a result of a chargeback of a payment transaction due to a lack of account funds or due to incorrectly transmitted bank details by the customer.
(4) If the customer is in default with a payment, he is obliged to pay the statutory default interest in the amount of 9 percentage points above the base interest rate. In addition, there is a right to payment of a lump sum of 40 euros. We reserve the right to assert further damages.
(5) If the customer does not meet his payment obligations on time or if it turns out that his financial circumstances are no longer sufficient for any credit granting or deferral, we are entitled to make all outstanding claims due immediately or to demand security.
4. Set-off/right of retention
(1) The customer is only entitled to a right of set-off if his counterclaim has been legally established or is not disputed by us.
(2) The customer can only assert a right of retention if his counterclaim is based on the same contractual relationship.
(3) We can assert a right of retention against all future, also recognized orders of the customer, if the customer does not meet his payment obligations.
5. Delivery, transport risk, delivery dates
(1) Unless otherwise agreed, the goods will be delivered at your request from our warehouse to the address specified by you. The delivery of forwarding goods is free curbside, unless otherwise agreed in individual cases.
(2) The risk shall pass to the customer upon handover of the goods to the forwarder, carrier or other third party ordered to carry out the shipment. The handover begins at the same time as the loading process. A delay in acceptance by the customer leads to the transfer of risk.
(3) We shall be released from our performance if we have not been supplied on time by our suppliers ourselves as part of a congruent hedging transaction, unless we are responsible for the non-delivery ourselves. The customer will be informed immediately about the missing delivery and the consideration will be refunded immediately.
(4) If advance payment has been agreed, specified delivery dates are subject to timely payment. In the event of late payment, the delivery date will be postponed accordingly.
(5) We are entitled to make partial deliveries insofar as this is reasonable for the customer, taking into account the interests of both parties. The risk shall pass to the customer upon handover of the respective partial delivery. If we are in default with outstanding partial services or if the delivery of outstanding partial services is not possible for us, the customer is entitled to withdraw from the contract as a whole or to claim damages for non-fulfilment of the entire liability, provided that he has no interest in the partial delivery.
6. Retention of title
(1) We reserve title to all delivered goods until full payment of all current and future claims to which we are entitled, regardless of the legal grounds, from the entire business relationship with the buyer. In the case of current invoices, the reserved property is also valid as security for our balance claim. The retention of title is valid until the end of the business relationship with the buyer and as long as there is still any liability of the buyer for any legal reason even after balance drawing or recognition to us. Insofar as deliveries are made ex works to the buyer, we hereby agree with the buyer in advance that the goods will be stored free of charge by the buyer with the care of a prudent businessman with the delivery to the buyer. We further agree with the buyer that these goods marked by invoice are also subject to our retention of title.
The buyer is obliged to allow us to inspect the remaining property goods at any time. We are entitled at any time to issue a temporary or conditional prohibition on the sale of the reserved goods in writing, to mark the reserved goods as such or to take the reserved goods directly into our possession by taking them back. Such a withdrawal shall not be deemed a withdrawal from the contract.
Rather, we are entitled to properly exploit the returned goods and to credit them with the recycling proceeds to the purchase price owed, deducting the recycling costs.
(2) The buyer may only sell the reserved goods in the ordinary course of business under his normal terms and conditions, and only as long as he is not in default. The buyer of the reserved goods is only entitled and authorized to resell the goods with the proviso that the claims from the resale are transferred to us in accordance with the following provisions. The buyer may not make any other dispositions over the reserved goods. The sale is equivalent to processing, assembly or other exploitation.
(3) The treatment or processing, assembly or other utilization of the reserved goods delivered by us takes place for us as a manufacturer within the meaning of § 950 BGB, without obliging us, under exclusion of the acquisition of ownership by the buyer or third parties.
If the reserved goods delivered by us are processed, combined or mixed with goods owned by third parties, we shall be entitled to ownership or co-ownership of the new item in the ratio of the invoice value of our reserved goods to the invoice values of all goods used in the manufacture at the time of processing or mixing. It shall be deemed to be goods subject to retention of title within the meaning of these Terms and Conditions of Sale and Delivery. In this case, it is already agreed that the ownership or co-ownership rights are transferred to us and the buyer shall keep them for us free of charge.
(4) The customer is obliged to inform his customers of our above retention of title and to impose it.
(5) Pledging and assignment by way of security of our reserved goods are inadmissible as long as they are our property or co-ownership. The customer must inform us immediately in writing of any impairment of our rights by third parties. In the event of seizures, the customer must immediately send us a copy of the seizure protocol and an affidavit confirming the continued existence of our claims and our own reservation on the seized item. The buyer is obliged to enable us to intervene in a timely and proper manner, intervention costs are borne by the buyer.
(6) All claims, claims, ancillary rights and securities arising from the future sale of our reserved goods are hereby assigned to us in advance upon the entry into force of these terms of delivery and payment until full payment of all our claims. If the buyer sells the reserved goods together with other goods not subject to our retention of title without or after processing, mixing or combination, the assignment of the claim with all ancillary rights from the resale shall only apply in the amount of the invoice value of the respectively sold reserved goods.
We are entitled and the buyer is obliged upon request to notify the buyer's customers of this assignment. The buyer is also obliged to provide us with the information necessary to assert our rights against the customer and to hand over documents to us.
(7) The buyer is obliged not to make any agreements with his customers that can exclude or impair our rights in any way. In particular, this applies to agreements that are likely to impair or nullify the advance assignment of the claim to us, in particular prohibitions of assignment with third parties are inadmissible. Existing prohibitions of assignment must be reported to us immediately in writing.
(8) The buyer is authorized to collect the assigned claims for us until our revocation at any time. The amounts are then to be paid to us immediately. In the event of default on the part of the buyer, this collection authorization shall lapse. The buyer is not entitled to dispose of such a claim by assignment.
(9) The assignment of claims replacing the retention of title and the retention of title agreed on the processed goods shall also apply until the business relationship with the buyer has ended."
(1) Unless expressly agreed otherwise, the customer's warranty claims shall be governed by the statutory provisions of the Sales Law (§§ 433 ff. BGB) with the modifications specified in the following paragraphs.
(2) For the quality of the goods, only our own information is binding, but not public praise and statements and other advertising of the manufacturer. Samples, material properties and structure of the products may differ from the information in the online shop. Our information on the subject matter of the delivery or the service, including the illustrations, are only approximate descriptions, unless an exact match is required for the contractual purpose.
(3) You are obliged to inspect the goods with due care for quality and quantity deviations and to notify us in writing of obvious defects immediately, but at the latest within 5 days of receipt of the goods. This also applies to hidden defects discovered later upon discovery. In the event of a breach of the obligation to inspect and give notice of defects, the assertion of warranty claims is excluded.
(4) In the event of defects, we shall, at our discretion, provide warranty by repair or replacement (subsequent performance). In the event of rectification, we do not have to bear the increased costs incurred by the transfer of the goods to a place other than the place of performance, provided that the transfer does not correspond to the intended use of the goods. Industry-standard quality, weight and colour deviations as well as excess or short deliveries of up to 10% shall not be considered a defect and shall be customary in the trade.
(5) If the supplementary performance fails twice, the customer may, at his discretion, demand a reduction or withdraw from the contract.
(6) The warranty period is one year from delivery of the goods. This limitation does not apply to claims due to damages resulting from injury to life, limb or health or from the violation of an essential contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely (Cardinal obligation) as well as for claims due to other damages based on an intentional or grossly negligent breach of duty by us or our vicarious agents.
(7) Should the delivery of used products be agreed between us and the customer in individual cases, this shall be done to the exclusion of any warranty.
(1) Unlimited liability: We are liable without limitation for intent and gross negligence as well as in accordance with the Product Liability Act. We are liable for slight negligence in the event of damage resulting from injury to life, limb and health of persons.
(2) In all other respects, the following limited liability applies: In the event of slight negligence, we shall only be liable in the event of a breach of an essential contractual obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which you may regularly rely (cardinal obligation). The liability for slight negligence is limited to the amount of the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability shall also apply in favour of our vicarious agents.
9. Final provisions
(1) Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
(2) Contracts between us and you shall be governed exclusively by German law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, "UN Convention on Contracts for the International Sale of Goods"). In addition, in addition to these terms of delivery and payment, the standard terms and conditions of the German textile industry (state of the art) apply.
(3) If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with contracts between us and the customer shall apply at our place of business.