Terms and conditions

General Terms of Sale and Delivery of E. Schoepf GmbH (status: 21.11.2016)

Online shop and online procurement of products of E. Schoepf GmbH, legally represented by managing director Florian Krug, Rathausstr. 18, 95236 Stammbach.

Goods are not sold via the online shop to consumers within the meaning of Section 13 German Civil Code and only for a legal transaction that the purchaser enters into in the course of its business.
Application of the General Terms of Sale and Delivery

Our Terms of Sale and Payment to which the customer declared his agreement at the time of placement of the order shall apply exclusively, including to future business transactions where they have not been referred to specify but where they have been sent to the ordering party in the event of a previous order confirmed by us. Even where the order is placed in deviation from our Terms of Delivery and Payment, our Terms of Delivery and Payment shall apply, even when we do not state our disagreement. Deviations shall therefore be valid only when they have been expressly accepted by us in writing. The General Terms of Sale and Delivery apply to such extent to the online procurement of products of E. Schoepf GmbH. E. Schoepf GmbH does not accept the purchaser's general commercial terms unless the seller has expressly agreed in writing to their application. The Standard Conditions of the German Textile Industry (Einheitsbedigungen der deutschen Textilwirtschaft) apply on a supplement basis in the version dated 1.1.2015 or in the version applicable at the time
Place of Performance, delivery and acceptance
1. The place of performance under this supply contract is the place where E. Schoepf GmbH, 95236 Stammbach, Germany has its headquarters.
2. The goods are supplied from E. Schoepf GmbH factory in Stammbach, Germany. The purchaser bears the shipping charges. The purchaser may specify the carrier. The goods are shipped uninsured. Corfirmation of delivery is normally by e-mail.
3. Should individual goods on order no longer be available for delivery, the claim for delivery of the goods shall expire. The purchaser will immediatly be informed of this by e-mail.
4. Packing costs for special packages will be charged to the purchaser and are for the latter's account.
5. If through the fault of the purchaser, the goods sold to it by E. Schoepf GmbH are not promptly accepted then E. Schoepf GmbH shall entitled, at its discretion, upon the expiry of a grace period of 12 calender days either to invoice the goods as immediately payable (backorder invoice) or to cancel the contract or claim damages.
Jurisdiction

Provided the customer is a trader, the courts at the place, Hof, Saale or Frankfurt/ Main in charge where E. Schoepf GmbH is based shall have jurisdiction over claims arising from deliveries and payments (also over claims in relation to bills and cheques) as well as over all disputes arising between the parties to the contract. E. Schoepf GmbH is nevertheless entitled to sue the purchaser in its general jurisdication.
Content of the contract

The goods are delivered in specific due dates (working day or calender week). All sales are only made in specific quantities, items, qualities and fixed prices. Both parties to the contract are bound by this. No business is done on commission.
Suspension of delivery
1. In case of force majeure, industrial action for which no party to the contract is responsible and other disruptions to operations through no fault of the parties which have persisted or are expected to persist for longer than one week, the delivery and acceptance period will automatically be extended by the duration of the interference but by no longer than five weeks. The extension only applies if the other party to the contract is immediately given notice of the reason for the interference as soon as it is clear that the delivery or acceptance deadline cannot be met.
2. In the cases specified in 6.1., if delivery or acceptance does not occur within the extended deadline for delivery or acceptance, the other party to the contract may rescind the contract following the expiry of a grace period of 12 calender days.
3. Damages claims are excluded in the cases in Cause 6.1 if the relevant party to the contract has complied with its obligations under this clause.
Deadline for subsequent delivery
1. Following the expire of the delivery deadline a period of 12 calender days for subsequent delivery is automatically triggered. Once that period expires the purchaser may rescind the contract by giving notice in writing. Should the purchaser wish to claim damages in lieu of performance, it must set E. Schoepf GmbH a 4-week period in writing following the expiry of the agreed delivery deadline.
2. For warehouse goods that are ready for dispatch the subsequent delivery deadline is 5 working days. In case of non-delivery the purchaser must be informed immediately. Otherwise the regulations under 7.1 apply.
3. Prior to expiry of the deadline for subsequent delivery the purchaser's claims against E. Schoepf GmbH for late delivery are excluded provided the following compensions in Clause 9.2 and 9.3 do not apply.
Notice of defects
1. In case of outstanding defects notices of defects must sent to E. Schoepf GmbH, Stammbach within 12 calender days of receipt of the goods. The purchaser must notify the seller of its objection in relation to hidden defects immediately after they are discovered.
2. Following tailoring or other processing commend in relation to the goods supplied any objection in relation to outstanding defects is excluded.
3. No objections may be made to slight deviations in quality, colour, width, weight, accoutrements or pattern that are technically unavoidable. This also applies to deviations that are customary in commercial practice unless the seller has stated in writing that delivery will be true to the specimen.
4. In case of justified complaints in relation to outstanding defects the purchaser is entitled to have the goods repaired or delivery of defect-free replacements within 12 calender days of the seller's receipt of the returned goods. The choice of making good or replacement is up to E. Schoepf GmbH. In this case E. Schoepf GmbH bears the reight costs. Where subsequent performance has failed the purchaser is only entitled to reduce the purchase price or to rescind the contract unless Clauses 9.2 and 9.3 apply.
5. Where there is a hidden defect the purchaser is only entitled to reduce the purchase price or to rescind the contract unless Clauses 9.2 and 9.3 apply.
6. Where the complaint of a defect is not made promptly the goods are deemed approved.
Damages
1. Damages claims by the purchaser are excluded unless otherwise provided in these Sale and Delivery Terms.
2. The exclusion of damages under 9.1 does not apply where liability exists under the German Product Liability Act (Produkthaftungsgesetz) in case of intent, gross negligence on the part of those in possession, legal representatives or managers, in case of bad faith, non-compliance with a guarantee given, in case of culpable injury to life, personal injury or damage to health or in case of culpable breach of material contractual obligations; material contractual obligations are those that shape the performance of the contract and on which the purchaser may rely. Damages claims due to breach of material contractual obligations are, however, limited to foreseeable damages typical for the contract unless a different case specified in Sentence 1 applies.
3. The above provision does not amend the statuary burden of proof to the detriment of the purchaser.
Price, shipping costs, payment terms
1. The prices stated on the website of E. Schoepf GmbH - Shop - are understood as a subject to addition of statutory value addes tax.
2. Shipping costs are charged separately.
3. E. Schoepf GmbH are entitled to transfer the claims from our business relationships. Invoicing occurs on the day of delivery or the day the goods are made available. Any deferral of the due date (value date) is excluded absolutely. All Payments with debt-discharging effect are to be made exclusively to VR FACTORING GmbH, Ludwig-ERhanrd-Straße 30 - 34, 65760 Eschborn, to whom we have transferred out current and future claims arising from our business relationship. We have also transferred our reserved property to VR FACTORING GmbH.
  
  Under Section 286(3) German Civil Code the purchaser is in default at the latest if he does not perform within thirty days after the due date and receipt of an invoice or equivalent statement of payment. Should the purchaser be in arrears with any payment obligations to us, all existing claims shall become immediately due.
4. Payment is possible by direct bebt or an account. Following E. Schoepf GmbH's entry into the contract, if facts come to light, in particular payment arrears regarding earlier deliveries which, in the judgement of a conscientious businessperson, allow the assumption that the claim for the purchase price is at risk due to the customers's lack of creditworthiness, the seller is entitled, subject to the setting of a reasonable time limit by the purchaser, to demand, at its option, either payment on a "pay when payd" basis (collect on delivery following prepaydment) or appropriate security and, where this is refused, to rescind the contract. This is without prejudice to the obligation to make immediate payment for part deliveries carried out.
  
  Payments are always applied in settlement of the debts that have been due for longest plus the late payment interest accrued on the same.
  
  Whether payment is on time is judjed based in when it is ultimately credited to the seller's account.
Late payment
1. In case of late payment interest will be charged at 9 percentage points over the relevant base rate within the meaning of Section 247 German Civil Code. Otherwise Section 288 German Civil Code applies.
2. Pending payment in full of invoiced amounts due plus interest the seller is not obliged to make any further delivery under ongoing supply contracts. The seller reserves the right to claim damages for late payment.
Set-off and withholding

The set-off and withholding of due amounts invoiced is only permitted in the case of claims that are undisputed or subject to a final court order which cannot be appealed unless these concern damages claims which are closely connected with the purchaser's claim for defect-free performance of the contract. The assertion of a right of retention by the purchaser is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or have been established as final and absolute.
Reservation of title
1. Until payment in full of all claims for goods deliveries under the entire commercial relationship including incidental claims, damages claims and the cashing of cheques and bills, the goods remain the property of E. Schoepf Gmbh, Stammbach. The reservation of title also remains in place if individual claims by the seller are included in an ongoing invoice and the balance is stated and accepted.
2. Where the goods to which title is retained are combined, mixed or processes by the purchaser into a new movable assist, then this is done for the seller without the latter becoming subject to any obligation as a result. The purchaser does not acquire title to the in accordance with Sections 947 et seq. German Civil Code. Where the goods are combined, mixed or processes with things that do not belong to the seller E. Schoepf GmbH acquires co-ownership of the new thing to the invoice value of the retained-title goods pro rata to the total value.
3. For the assertion of the rights arising from the reserved property, no withdrawal from the contract is necessary, unless the debitor is a consumer.
4. The purchaser is only entitled to sell the goods on or to process them further subject to compliance with the following conditions:
  1. The purchaser may only sell or process the retained-title goods in the proper course of business provided its financial situation does not significantly deteriorate subsequently.
  2. The purchaser hereby assigns to E. Schoepf GmbH the claim (within all incidental rights) arising from the onward sale of the retained-title goods - including any claims for the balance. The latter accepts the assignment.
  3. Where the goods have been combined, mixed or processes with others and the seller has obtained co-ownership in the amount of its invoice value, it is entitled to the purchase price claim pro rata to the value of its rights to the goods.
  4. The purchaser is authorised, for as long as it meets its payment obligations, to enforce the assigned claims. The enforcement authority expires where the purchaser is in arrears or where the purchaser's financial position materially deteriorates. In that case E. Schoepf GmbH is hereby authorised by the purchaser to notify the recipient of the assignment and to enforce the claim itself. In order to enforce the assigned claims the purchaser must issue the necessary notices and allow the verification of such notices. In particular, it must provide E. Schoepf GmbH upon request with an exact list of the claims to which it is entitled including the names and adresses of the recipients, the amount of the individual claims as well as other information for the enforcement of the claims.
  5. If the value of the security existing for the seller exceeds the latter's total claims by more than 10% E. Schoepf GmbH is obliged, at the request of the purchaser, to release such securities as it chooses.
  6. Pledges or transfers by way of security of the retained-title goods or the assigned claims are not permitted. The seller shall immediately notify any attachments of property, specifying the attaching creditor.
  7. If, in exercise of its title retention right, E. Schoepf GmbH takes back the deliverable this does not automatically mean the contract is rescinded. The seller may content itself with selling the retained-title goods that it has taken back on the open market.
  8. The purchaser manages the retained-title goods for E. Schoepf GmbH free of charge. It must take out the usual insurance cover against the normal risks such as e.g. fire, theft and flooding. The purchaser hereby asigns to the seller its reimbursement claims to which it is entitled from damage of the type specified above against insurance companies or other replacement obligors in the amount of the invoice value of the goods. The seller accepts the assignment.
Governing law

The law of the Ferderal Republic of Germany applies, in particular the Bürgerliche Gesetzbuch (German Civil Code) and the Handelsgesetzbuch (German Commercial Code). The provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 are excluded.