German
General terms and conditions
G E N E R A L T E R M S O F B U S I N E S S
§ 1
(1) First orders are to be considered to be accepted, if the seller does not explicitly reject the order within a period of 20 days; repeat orders have a rejection-period of 10 days. With new customers, acceptance of an order has to be put down in writing by the seller.
The seller reserves the right to accept the individual order per customer only to a limited extent, so that the contract will only concern this limited extent.
(2) The seller exclusively supplies retailers, i.e. shoe-retailers and specialist departments in selected department stores.
The buyer is not permitted to pass on, sell etc. the products received from the seller to other shoe-retailers or other re-sellers, unless the seller has explicitly given permission in writing to the buyer to pass on, sell etc. the products.
(3) The seller reserves the right to slight modifications on the models for technical reasons and on colours.
(4) For seasonal first orders, a minimum collection of six pairs per article and colour-variant is considered to be agreed on.
§ 2
(1) Delivery is ex-factory at buyers risk free of charge by the least expensive mode of transport for supplier.
(2) Extra-costs for special requirements by the buyer (e.g. express delivery or non-customary modes of transport, labelling, special consignments) are at buyers expense.
Regardless of full value, orders of less than 5 pairs take a surcharge of € 2.50 per delivery.
(3) Orders of a value of less than € 550.00 per delivery date (for repeat orders
€ 275.00) are dispatched ex works
§ 3
Post- and cardboard packaging plus boxes and canvass packaging are free of charge.
§ 4
(1) Until conclusion of payment, products delivered remain property of the seller.
However, the buyer may sell or process products as part of proper business operations.
(2) Without the sellers agreement, no pledging or assigning of products as bills of sale is permitted. The buyer is obliged to immediately inform the seller about any kind of distraint order involving products which constitute property of the seller. Debit balance and acceptance of statements of account do not affect reservation of title.
3) Buyers permission to sell or process reserved products as part of proper business operations terminates, with the exception of sellers revocation possible at any time, with buyers suspension of payment, if bankruptcy proceedings commence or, to avoid bankruptcy, composition proceedings commence, or if the buyer defaults on more than two invoices.
§ 5
(1) Force majeure or acts of commissions by civil or military authorities entitle both seller and buyer to extend delivery- and acceptance period by the time period of these delays, but to a maximum of three weeks under the exclusion of any liabilities. After the expiry of this period, both seller and buyer are entitled to withdraw from the contract. The same applies to industrial conflicts (strike and lock-out).
(2) In addition, the seller is in default in cases of not having delivered before the expiry of the delivery-decade agreed upon.
After 22 days of extra delivery time, commencing when the delivery-decade agreed upon expired, withdrawal from the contract is to be considered to have been
enforced, unless the buyer rejects withdrawal before the expiry of the extra delivery time and does not demand implementation of the contract. In that case, the seller immediately has to give notice of a binding delivery date. If the buyer does not immediately object to the delivery date, this is considered to be a fixed date. In case the seller does not immediately give notice of the delivery date, the buyer is entitled to withdraw from contract by registered letter or to claim damages for nonimplementation after the 22 days of extra delivery time have expired.
Withdrawal from contract is also to be considered to have been enforced after the expiry of the 22 days of extra delivery time, if the seller prior to or during extra delivery time and by giving notice of a binding delivery date asks the buyer to declare whether the buyer insists on implementation of contract on the fixed date and the buyer does not respond immediately or an agreement on the date cannot be achieved.
(3) Instead of the automatic extra delivery time of 22 days according to (2), in case of default by the seller. The buyer at any time can fix a term of 15 days while declaring his rejection of implementation of contract after the expiry of this term. The term commences with buyers dispatch of the declaration by registered letter or telex. After the term’s expiry the buyer is entitled to claim damages for non-implementation if delivery has not been effected in time.
(4) With first orders, short sales are excluded.
§ 6
(1) Notices of apparent defects have to be put down in writing. They are only accepted if they are made and specified within 10 days after receipt of the product; when delivered prior to delivery date agreed upon, within 10 days after delivery date agreed upon.
(2) For hidden defects, the statutory provisions apply.
(3) The rejected product may only be returned with sellers permission and at buyers expense, unless the seller has not responded to notice of defects within 10 working days. In case of justified complaints, the seller will reimburse buyers postage costs.
(4) Concerning complaints about individual pairs, the simultaneous return of the product and the surrender of the notice of defect is permitted. These complaints have to be processed by the seller within 12 working days commencing with date of receipt; otherwise, the buyer is entitled to charge the equivalent.
(5) If the buyer has dealt with a customer’s complaint by an exchange without consulting the seller, when the complaint was justified and the remedy of the defect only possible by unproportional expenditure compared with the product value, the seller will issue a credit note or deliver a replacement. A rejection of the complaint by the seller according to (4) is still at buyers risk.
(6) Charging any kind of processing fees for complaints is inadmissible for both seller and buyer.
§ 7
(1) Invoices are dated with the day of dispatch or receipt of the products; in case of premature delivery, date of issue is the delivery date agreed upon.
(2) Fixing of the value date modifying maturity are inadmissible, with the exception of (3).
(3) As an exception and only following a written and specifying application by the buyer, in cases of new buildings or renovations, with first orders invoices may be issued up to 30 days later than the delivery date agreed upon.
(4) For open account terms, §286 (3) BGB applies. For overrunning open account terms or defaulting on day of payment, §288 BGB applies.
(5) For cash payments net within 10 days of date of invoice, 3% discount are to be allowed.
(6) Here, invoices dated between the 1. and 10., 11. and 20. plus 21. and ultimo of each month may be added together to get effected only on the last day of each of these margins.
(7) Acceptances and customer remittances do not constitute cash payments.
(8) If agreed, three-months acceptances stamped free of charges or bankable customer remittances can be accepted. Surrender has to be executed 20 days after date of invoice at the latest. Extra-charges are at buyers expense.
(9) The contracting parties can agree upon one or more of the aforementioned terms of payment.
§ 8
Day of payment is the day on which the buyer has provably dispatched payment.
§ 9
Should the buyer default on a payment or should his financial situation undergo considerable changes for the worse, the seller is entitled to withdraw from the non-implemented part of the contract or to demand cash payments for further procurements or indemnity of the products without having to set an extra time limit.
§ 10
(1) Concerning place of performance and competent jurisdiction, the statutory provisions apply. This principle may be deviated from with regard to competent jurisdiction, i.e. the court first called upon is competent.
(2) Concerning monetary transactions between seller and the purchasing associations, the latter’s company’s seat is the place of competent jurisdiction.
§ 11
The seller processes personal data in accordance with the federal data protection act of 27.01.1977. The buyer agrees to the storage of his processed personal data.
The seller is a member of the conditions cartel of the German shoe industry.
§ 1
(1) First orders are to be considered to be accepted, if the seller does not explicitly reject the order within a period of 20 days; repeat orders have a rejection-period of 10 days. With new customers, acceptance of an order has to be put down in writing by the seller.
The seller reserves the right to accept the individual order per customer only to a limited extent, so that the contract will only concern this limited extent.
(2) The seller exclusively supplies retailers, i.e. shoe-retailers and specialist departments in selected department stores.
The buyer is not permitted to pass on, sell etc. the products received from the seller to other shoe-retailers or other re-sellers, unless the seller has explicitly given permission in writing to the buyer to pass on, sell etc. the products.
(3) The seller reserves the right to slight modifications on the models for technical reasons and on colours.
(4) For seasonal first orders, a minimum collection of six pairs per article and colour-variant is considered to be agreed on.
§ 2
(1) Delivery is ex-factory at buyers risk free of charge by the least expensive mode of transport for supplier.
(2) Extra-costs for special requirements by the buyer (e.g. express delivery or non-customary modes of transport, labelling, special consignments) are at buyers expense.
Regardless of full value, orders of less than 5 pairs take a surcharge of € 2.50 per delivery.
(3) Orders of a value of less than € 550.00 per delivery date (for repeat orders
€ 275.00) are dispatched ex works
§ 3
Post- and cardboard packaging plus boxes and canvass packaging are free of charge.
§ 4
(1) Until conclusion of payment, products delivered remain property of the seller.
However, the buyer may sell or process products as part of proper business operations.
(2) Without the sellers agreement, no pledging or assigning of products as bills of sale is permitted. The buyer is obliged to immediately inform the seller about any kind of distraint order involving products which constitute property of the seller. Debit balance and acceptance of statements of account do not affect reservation of title.
3) Buyers permission to sell or process reserved products as part of proper business operations terminates, with the exception of sellers revocation possible at any time, with buyers suspension of payment, if bankruptcy proceedings commence or, to avoid bankruptcy, composition proceedings commence, or if the buyer defaults on more than two invoices.
§ 5
(1) Force majeure or acts of commissions by civil or military authorities entitle both seller and buyer to extend delivery- and acceptance period by the time period of these delays, but to a maximum of three weeks under the exclusion of any liabilities. After the expiry of this period, both seller and buyer are entitled to withdraw from the contract. The same applies to industrial conflicts (strike and lock-out).
(2) In addition, the seller is in default in cases of not having delivered before the expiry of the delivery-decade agreed upon.
After 22 days of extra delivery time, commencing when the delivery-decade agreed upon expired, withdrawal from the contract is to be considered to have been
enforced, unless the buyer rejects withdrawal before the expiry of the extra delivery time and does not demand implementation of the contract. In that case, the seller immediately has to give notice of a binding delivery date. If the buyer does not immediately object to the delivery date, this is considered to be a fixed date. In case the seller does not immediately give notice of the delivery date, the buyer is entitled to withdraw from contract by registered letter or to claim damages for nonimplementation after the 22 days of extra delivery time have expired.
Withdrawal from contract is also to be considered to have been enforced after the expiry of the 22 days of extra delivery time, if the seller prior to or during extra delivery time and by giving notice of a binding delivery date asks the buyer to declare whether the buyer insists on implementation of contract on the fixed date and the buyer does not respond immediately or an agreement on the date cannot be achieved.
(3) Instead of the automatic extra delivery time of 22 days according to (2), in case of default by the seller. The buyer at any time can fix a term of 15 days while declaring his rejection of implementation of contract after the expiry of this term. The term commences with buyers dispatch of the declaration by registered letter or telex. After the term’s expiry the buyer is entitled to claim damages for non-implementation if delivery has not been effected in time.
(4) With first orders, short sales are excluded.
§ 6
(1) Notices of apparent defects have to be put down in writing. They are only accepted if they are made and specified within 10 days after receipt of the product; when delivered prior to delivery date agreed upon, within 10 days after delivery date agreed upon.
(2) For hidden defects, the statutory provisions apply.
(3) The rejected product may only be returned with sellers permission and at buyers expense, unless the seller has not responded to notice of defects within 10 working days. In case of justified complaints, the seller will reimburse buyers postage costs.
(4) Concerning complaints about individual pairs, the simultaneous return of the product and the surrender of the notice of defect is permitted. These complaints have to be processed by the seller within 12 working days commencing with date of receipt; otherwise, the buyer is entitled to charge the equivalent.
(5) If the buyer has dealt with a customer’s complaint by an exchange without consulting the seller, when the complaint was justified and the remedy of the defect only possible by unproportional expenditure compared with the product value, the seller will issue a credit note or deliver a replacement. A rejection of the complaint by the seller according to (4) is still at buyers risk.
(6) Charging any kind of processing fees for complaints is inadmissible for both seller and buyer.
§ 7
(1) Invoices are dated with the day of dispatch or receipt of the products; in case of premature delivery, date of issue is the delivery date agreed upon.
(2) Fixing of the value date modifying maturity are inadmissible, with the exception of (3).
(3) As an exception and only following a written and specifying application by the buyer, in cases of new buildings or renovations, with first orders invoices may be issued up to 30 days later than the delivery date agreed upon.
(4) For open account terms, §286 (3) BGB applies. For overrunning open account terms or defaulting on day of payment, §288 BGB applies.
(5) For cash payments net within 10 days of date of invoice, 3% discount are to be allowed.
(6) Here, invoices dated between the 1. and 10., 11. and 20. plus 21. and ultimo of each month may be added together to get effected only on the last day of each of these margins.
(7) Acceptances and customer remittances do not constitute cash payments.
(8) If agreed, three-months acceptances stamped free of charges or bankable customer remittances can be accepted. Surrender has to be executed 20 days after date of invoice at the latest. Extra-charges are at buyers expense.
(9) The contracting parties can agree upon one or more of the aforementioned terms of payment.
§ 8
Day of payment is the day on which the buyer has provably dispatched payment.
§ 9
Should the buyer default on a payment or should his financial situation undergo considerable changes for the worse, the seller is entitled to withdraw from the non-implemented part of the contract or to demand cash payments for further procurements or indemnity of the products without having to set an extra time limit.
§ 10
(1) Concerning place of performance and competent jurisdiction, the statutory provisions apply. This principle may be deviated from with regard to competent jurisdiction, i.e. the court first called upon is competent.
(2) Concerning monetary transactions between seller and the purchasing associations, the latter’s company’s seat is the place of competent jurisdiction.
§ 11
The seller processes personal data in accordance with the federal data protection act of 27.01.1977. The buyer agrees to the storage of his processed personal data.
The seller is a member of the conditions cartel of the German shoe industry.