Conditions
§ 1 DEFINITIONS AND SCOPE
Company within the meaning of these terms and conditions/general terms of delivery and payment means Willy Maisel GmbH (World of Textiles Willy Maisel GmbH). Customers within the meaning of these terms and conditions are entrepreneurs (cf. § 14 BGB) and legal entities under public law as well as special funds under public law. These terms and conditions apply to all current and future dealings with the customer. They apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer do not become part of the contract unless the company has expressly agreed to their validity in writing. This also applies if the company delivers without reservation in knowledge of the customer's terms and conditions.
§ 2 CONCLUSION OF CONTRACT
The company's offers are subject to change and therefore non-binding. The customer's order represents the binding offer. The company can accept the offer within two weeks. The acceptance takes place through the order confirmation of the company.
§ 3 PRICES, COSTS, PAYMENT
Our prices are net prices. Added to this is the applicable VAT, currently 19%. The statutory VAT is shown separately on the invoice at the statutory rate on the day of invoicing. The prices are ex works. The customer bears the packaging and shipping costs. Transport and packaging materials will not be taken back. The customer has to dispose of them at his own expense.
The deduction of discounts requires an agreement at least in text form. Discount is only granted on item and processing costs - additional (processing) costs or freight costs are not deductible. The purchase price is due for payment within 30 days of the invoice date without deduction. In the event of a delay in payment, the customer's monetary debts are subject to interest at 8% points above the respective base interest rate. We reserve the right to assert further damage caused by delay. Checks and bills of exchange are only accepted on account of performance and free of charge and expenses for the company.
§ 4 NO OFFSET AND CUSTOMER'S RIGHT OF RETENTION
The customer can only offset claims that are undisputedly recognized by the company or that have been legally established. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 5 COMPANY AND CUSTOMER INTELLECTUAL PROPERTY
The company reserves the material and immaterial property (e.g. name, copyright, design and utility model rights) to its templates, samples, illustrations, drawings, calculations, sections and other offer documents - also in file form. Permission to use these rights is only given when and to the extent necessary for the performance of the contract.
The customer assures the company that he is the owner of the tangible and intangible property and/or rights of use (e.g. name, trademark, copyright, design or utility model rights) of the goods, templates, samples, illustrations, drawings, calculations, cuts, slogans, logos or designs made available to the company. If the company is claimed by a third party because of their use, the customer undertakes to indemnify the company from third-party claims. Further claims of the company remain unaffected.
The customer gives his consent to the use of the products manufactured and/or processed by the company for advertising purposes, for the company website, or as part of his displays at trade fairs and exhibitions. The products are used as samples to illustrate the company’s production options in terms of the quality of the prints and embroidery, as well as fits. The Company is entitled to include information regarding completed orders in its promotional materials.
§ 6 NON-DELIVERY AND CHANGES
The conclusion of the contract is subject to the timely and correct delivery to the company by its suppliers. This does not apply if the company is responsible for the incorrect or non-delivery. The customer will be informed immediately about the unavailability. The consideration is to be refunded immediately. Customary or minor deviations in quantity, quality, size, shape and/or color are reserved within reasonable limits.
§ 7 DELIVERY TIMES
Delivery periods and/or delivery dates specified by the customer are only binding if confirmed in writing by the company. Agreed delivery times begin on the date of confirmation. They do not begin before the circumstances relevant to the execution of the order have been clarified, in particular the provision of the necessary cooperation by the customer.
§ 8 WARRANTY
The customer's warranty claims require that he fulfill his inspection and notification obligations according to § 377 HGB properly complied.
In the case of defects, the company shall, at its option, provide subsequent performance by means of a replacement delivery or rectification. If the supplementary performance fails, the customer can demand a reduction in price or withdraw from the contract. However, a right of withdrawal does not exist in the case of only a minor breach of contract, in particular in the case of only minor defects. If the customer chooses to withdraw from the contract because of a defect after subsequent performance has failed, he is not entitled to any additional claims for damages because of the defect. If the customer chooses compensation for a defect after subsequent performance has failed, the goods remain with the customer if this is reasonable for him. The amount of compensation is then limited to the difference between the agreed price and the value of the defective item. This does not apply to fraudulent breach of contract by the company.
Guarantees in the legal sense are not given by the company. The warranty period is one year from the transfer of risk, except in the case of fraudulent intent or intent. For the entrepreneur's recourse iSd. §§ 478, 479 BGB, the statutory provisions apply, unless otherwise agreed here with regard to damages (cf. § 8 4. and § 9).
§ 9 LIMITATION OF LIABILITY FOR BREACH
The company is not liable for slightly negligent breaches of insignificant contractual obligations. Otherwise, in the case of slightly negligent breaches of duty, the company's liability is limited to the average damage that is foreseeable and typical for the type of goods. These limitations of liability also apply to slightly negligent breaches of duty by the company's representatives and vicarious agents.
The limitation of liability does not apply to product liability claims by the customer. The liability of the company for damage resulting from injury to life, limb or health is also not limited.
Claims for damages due to a defect expire one year after the transfer of risk, except in the case of fraudulent intent or intent.
In the case of corporate recourse, the statute of limitations is based on the law.
§ 10 RESERVATION OF TITLE
The company retains ownership of the goods until all claims from the current business relationship have been paid in full.
The customer is obliged to treat the goods with care and to inform the company immediately in writing of third-party access to the goods, e.g. in the event of seizure.
The customer is entitled to resell the goods in the ordinary course of business. He already assigns to the company all claims in the amount of the invoice amount (including VAT) of our claims that accrue to him from the resale to a third party. The company accepts the assignment. The customer remains authorized to collect the claim even after assignment. The authority of the company to collect remains unaffected. The company undertakes not to collect the claim itself as long as the customer meets his payment obligations from the payments received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed against the customer's assets or payments have been suspended. If this is the case, however, the company can demand that the customer provides information about the claims assigned to the company and the debtors and provides all other information required for collection, hands over the relevant documents and informs the debtors of the assignment.
The company undertakes to release the securities to which it is entitled at the customer's request insofar as the realizable value of the securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is up to the company.
§ 11 FINAL PROVISIONS
The place of jurisdiction is Hof/Saale if the customer is a merchant or a legal entity under public law or a special fund under public law. The same applies if a customer does not have a general place of jurisdiction in Germany, or if the domicile or usual place of residence is not known at the time the action is filed.
The registered office of the company is the place of performance.
The law of the Federal Republic of Germany applies. The provisions of the UN sales law do not apply. Contract language is German.
Deviations from these terms and conditions must be in text form. This also applies to a deviation from this formal rule.
Should individual provisions of the contract, including these terms and conditions, be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially ineffective provision will be replaced by a provision whose economic success comes as close as possible to the ineffective one, if and to the extent that § 306 Para. 2 BGB does not result in anything else.