of Textilforschungsinstitut Thüringen-Vogtland e.V.
Zeulenrodaer Str. 42, D-07973 Greiz
§ 1 General
(1) The following general terms and conditions of trade shall apply exclusively to all deliveries and other services rendered; they shall only apply as regards companies for the purposes of § 24 of the German Act on General Terms and Conditions of Trade [AGB-Gesetz] in conjunction with § 14 of the German Civil Code [Bürgerliches Gesetzbuch].
(2) Any conditions of the purchaser which contradict these general terms and conditions of trade and which are not expressly recognised by the vendor shall not be binding, even if the vendor does not expressly object to them.
(3) The interpretation and reading of these general terms and conditions of trade, and the execution and interpretation of legal transactions with the purchaser, shall be governed exclusively by the law of the Federal Republic of Germany. The uniform law on the formation of contracts for the international sale of goods, and the uniform law on the international sale of goods, shall not apply.
(4) If individual provisions contained within this contract or any components thereof are void, the validity of the remaining provisions shall not be affected. The parties to the contract undertake, within the realm of what is reasonable and in good faith, to replace the void provision with a valid provision that most closely resembles the commercial intent of the void provision, insofar as this does not lead to a substantial change to the substance of the contract; the same shall apply if a matter which requires regulation is not expressly regulated.
(5) The place of performance for all obligations arising indirectly or directly from this contractual relationship, including payment obligations, shall be the location of the vendor’s head office.
(6) The legal venue shall be the competent court with jurisdiction over the head office of the vendor, if the purchaser is a trader. The vendor is also entitled to bring a matter before a court which has jurisdiction over the head office of the purchaser, or over a branch office.
§ 2 Offers, scope of performance and formation of the contract
(1) Offers of contract made by the vendor shall not be binding.
(2) The order confirmation of the vendor shall be decisive in determining the scope of the performance obligations arising from the contract.
(3) The vendor reserves the right to make changes to structure, choice of materials, specifications or design, even after the dispatch of an order confirmation, insofar as these changes contradict neither order confirmation nor specifications made by the purchaser. In addition, the purchaser undertakes to assent to any additional changes proposed by the vendor, insofar as these are reasonable for the purchaser.
(4) Partial delivery or performance is permitted.
(5) Specifications contained in documents upon which the offer or order confirmation is based, such as diagrams, sketches, measurements and weight specifications, are generally only to be deemed approximate values, unless they are expressly designated as binding.
§ 3 Prices and conditions of payment
(1) Prices are quoted ex works, excluding packaging and other shipping and transport costs. Packaging is calculated at cost, and may only be returned, where the vendor is required by law to accept it.
(2) If more than four months pass between the formation of the contract and delivery and the vendor is not responsible for any delay in delivery, the vendor may reasonably increase the price on the basis of costs incurred in relation to materials, labour and other additional costs to be borne by the vendor. If the purchase price is increased by more than 40 %, the purchaser is entitled to terminate the contract.
(3) If the vendor seeks to implement changes requested by the purchaser, the purchaser shall be invoiced for any additional costs arising from such changes.
(4) Payment is to be made within 14 days, without deduction.
(5) In the case of culpable breach of this payment term, and without prejudice to the assertion of other claims, interest of an amount equal to 5 % more than the relevant valid base interest rate shall be charged 30 days after such payment falls due, and after receipt of an invoice or equivalent payment demand.
§ 4 Set-off and retention of goods
Set-off and retention of goods are excluded, unless the set-off claim is not disputed or has been recognised by law.
§ 5 Delivery term
A delivery deadline shall be specified according to best judgment, and shall be reasonably extended when the purchaser delays in or fails to perform cooperative acts required of him/her or otherwise agreed upon. The same shall apply to measures involving industrial action, especially strikes and lockouts, and in the case of unforeseen impediments which lie outside the vendor’s control, e.g. delays in delivery by a supplier, transport and operational disruptions, lack of materials or energy, etc. Any changes requested by the purchaser shall also result in a reasonable extension of the delivery term.
§ 6 Passing of risk
Risk shall pass to the purchaser as soon as the vendor has made the goods available to the purchaser, and has notified the purchaser to this effect.
§ 7 Retention of title
(1) The vendor shall retain ownership of the delivered goods until complete payment has been made. The retention of title shall also apply until all claims arising on the basis of the commercial relationship between the purchaser and the vendor have been settled, including future and/or conditional claims.
(2) The purchaser is not permitted to offer or assign the goods as security, but is, however, entitled to dispose of the goods which are subject to the retention of title by way of routine business transaction. The purchaser hereby assigns any claims arising from this as against the purchaser’s transaction partners to the vendor.
(3) If the goods are processed or modified by the purchaser, the retention of title shall extend to the new goods in their entirety. The purchaser shall acquire co-ownership in the new goods in proportion to the value of the new goods in relation to the value of the goods supplied by the vendor.
(4) If the value of securities provided for the vendor remains consistently above 10 % of the existing claims, the vendor will, upon the request of the purchaser, release such securities as deemed appropriate by the vendor.
(5) The vendor is entitled to assert the right to retain title without terminating the contract.
§ 8 Warranty
(1) If the sale is a commercial transaction for both parties, the purchaser is to inspect the goods immediately upon receiving them, insofar as this is possible within the realm of a normal business transaction, and where a defect is detected to inform the vendor of this immediately. If the purchaser fails to do so, the goods shall be deemed to have been accepted, unless the defect is one which could not have been detected in the inspection. Otherwise, the provisions of § 377 ff. of the German Commercial Code [Handelsgesetzbuch] shall apply.
(2) Warranty claims shall be limited to repair or replacement, at the discretion of the vendor. If neither repair nor replacement is forthcoming, the purchaser has the right to demand a reduction in price or the rescission of the contract, at the discretion of the purchaser.
(3) Any other claims of the purchaser, especially on the grounds of consequential damages, shall be excluded, unless such damages result from an absence of promised characteristics. This shall not apply in the case of damages resulting from intentional or grossly negligent conduct, nor breach of substantial contractual obligations, by the vendor.
§ 9 Liability
The purchaser is not entitled to claim compensation for damages. This shall not apply in the case of damages resulting from intentional or grossly negligent conduct, nor breach of substantial contractual obligations, by the vendor, nor in the case of an absence of characteristics promised in writing.
Greiz, June 2007