I. Applicability
1. These terms and conditions of payment and delivery shall apply to all orders submitted to us, including future orders.Insofar as they do not agree with these terms of payment and delivery, any applicability of the customer's own terms is herewith expressly denied. We shall not be bound by such terms even if after their receipt we fail to raise any renewed, express objection.
2. Changes or additions to these terms of payment and delivery must be made in writing. Any decision to waive this requirement itself must also be recorded in written form.
II. Quotations / Ordering
1. All of our quotations and proposals are made subject to contract. All details and descriptions contained in documents provided with proposals, such as catalogues, brochures, illustrations etc, are approximate details only.
2. The minimum order value is 30usd
3. In any dispute, our written order confirmation shall be decisive. Any specifications provided by the customer shall apply only if we have expressly confirmed these in writing. All goods to be supplied are subject to change through continued technological development.
4. Unless otherwise agreed in writing, installation work is not included with delivery. Where, in individual cases, installation work is agreed and no alternative charging arrangements have been made, we shall charge for such work at our prevailing hourly rates.
III. Prices
1. Our prices are stated in EURO/USD, ex-warehouse China Italy,Canada,Bulgaria.(we can select which warehouse to deliver you in our convenience) plus packaging, carriage and insurance. The non-binding recommended retail prices of the products, including value added tax, are indicated in our lists of gross sales prices. Individually produced quotations always contain net prices exclusive of VAT.
2. Invoice amounts to be paid by specialist retailers, taking into account any discount granted, are calculated as follows:
a.) Sales based on the gross sales price lists
List price inclusive of statutory value added tax
- Discount= Net price
+ Value added tax
= Invoice amount
b.) Sales based on special net purchase price lists for specialist retailers:
List price- Discount= Net price
+ Value added tax
= Invoice amount
3. We shall be entitled to recharge to the customer any increases in the price of materials or in staffing costs that arise between the contract being signed and goods being delivered. This provision shall not apply to goods or services due to be supplied or performed within four months of the contract being signed, save only if they are supplied or performed as part of a long-term obligation.
4. Should we agree to any retrospective requests from the customer to amend the order, we shall be entitled - for specially made items in particular - to add any additional expenditure to our rates.
5. Freight: order more than 2 products(including 2 products), charge free.
IV. Payment
1. Unless otherwise agreed, payment - less a 3% prompt payment deduction - must be made within 8 days of the invoice date or -with no deduction - within 30 days of said date. Payments must be made in cash or to one of the bank accounts indicated. Deductions may only be made if the customer is not in payment arrears in respect of older orders or other debts due to us for any other reason.
2. In the case of special items to be made specifically for the customer and any comparable projects we are entitled to demand instalment payments to the value of one third of the total amount on signature of the contract and to the value of a further third on commencement of production.
3. We shall be under no obligation to accept bills of exchange. Should we decide to accept such bills, we shall do so only as payment and only against reimbursement by the customer of any discount and collection fees that may arise.
4. Any of the customer's invoices to us that we are disputing or that are subject to pending legal judgement shall not entitle the customer to withhold payment nor may they be used for payment set-off purposes. This provision does not apply to any rights to withhold labour arising from the same contractual relationship.
5. Should the customer fall into payment arrears or should its credit worthiness become significantly worse after the contract has been signed, all amounts owed shall become immediately due for payment in cash. This shall be the case even where a deferred payment schedule is in place or where any bills of
exchange or cheques have been received. Moreover, in such an event, we shall be entitled to demand prepayment or sureties for all future work, and, after waiting for these for a reasonable period, to terminate all existing agreements.
V. Deliveries
1. We make every effort to keep to the delivery times given. Any agreement regarding binding delivery schedules or deadlines must be in writing. Where such an agreement exists, the period allowed for delivery shall begin on the date of our order confirmation, and in any case not earlier than the day that we receive the full details of the order - in particular, as regards technical matters, including all measurements etc. - nor before we have received any agreed down-payment or security. Should the customer wish to make a change to the order after we have confirmed it, any period allowed for delivery shall be extended accordingly, if we agree to the requested change.
2. Delivery times shall also be extended in the event of acts of God, war, strikes, lock-outs, political unrest, transport disruption, government action etc. They shall also be extended if unforeseen problems arise that are beyond our control, no matter whether these occur at our own premises or at those of our suppliers (e.g. a breakdown in operations, fire damage, unforeseeable difficulties in materials procurement etc.). In all such cases, the extension shall last for the duration of the hindrance, plus a reasonable time to start up again.
3. Part deliveries are permitted.
4. Subject to any warranty rights pursuant to clause VII below, the customer shall not be entitled to return deliveries without our prior written consent. Should we agree to a return being made outside of the scope of any warranty rights, this shall be done exclusively against the issue of a credit note, and we shall be entitled when raising this credit note to take into account the conditions and the use ability of the returned goods and to deduct an adequate handling charge. Credit notes will only be issued beyond the value of EURO 20,–.
VI. Risk and carriage
1. Even where freight-paid delivery has been agreed, carriage shall always be at the recipient's / customer's risk. Should carriage or delivery be delayed at the customer's request or because of circumstances for which the customer is responsible, risk shall pass to the customer from the day on which the goods were ready to be dispatched .
2. We shall be entitled, but not obliged, to insure the delivery at the customer's cost against breakage, damage in transit, fire damage and water damage. In the absence of instructions to the contrary from the customer and in line with standard practice, we shall select the type of carriage, route and packaging at our own discretion. These will be charged to the customer's account.
VII. Warranties / Compensation
1. The customer shall be responsible for ensuring that all documents given to us for the purpose of fulfilling the order, as well as all measurements and other details and/or guidelines given to us for providing our services, are complete and accurate. Errors made by the customer in this respect cannot constitute any deficiency in our work.
2. With textiles, production processes make it impossible to rule out minor variations from batch to batch - especially in terms of colour. There shall therefore be no provision for the customer to make warranty claims on such grounds. This shall also apply for any changes in colour, any shrinkage and/or stretching within textile procedure technology standard limits, caused by prolonged exposure to sunlight. Variations in colour and grain are similarly unavoidable in natural products shall not entitle the customer to claim that the goods are faulty.
3. Complaints about any obvious faults in our deliveries and/or work are to be submitted in writing without delay and in any case not later than 7 days after the work has been done. Complaints relating to less obvious faults are to be lodged in writing not more than 7 days after they are discovered. Faulty
goods are to be kept in the condition that they were when the alleged defect was found so that we or others acting on our behalf may inspect them.
4. Where a fault in our work is shown by justified means to be valid, we shall remedy the fault by making it good. Save for consumer goods sales, we shall have the right to choose whether this is done by repairing the fault or by supplying a fault-free replacement. If the fault is not made good within the appropriate statutory deadline for such work, the customer shall be entitled to cancel the contract or to reduce the price / consideration accordingly. The warranty period is 12 months from the transfer of risk. The aforementioned provision relating to the warranty period shall not apply insofar as the law on construction, on objects for construction work and on construction defects prescribes longer obligatory periods
5. Any claim to recourse against us by the customer shall be valid only to the extent that the customer has not made any agreements in excess of statutory warranty claims with its end consumer.
6. Each and every warranty shall be subject to the goods delivered by us being kept and handled properly. No liability will be accepted for damage that has been caused for the following reasons: Incorrect installation and/or commissioning by the customer or third-party; natural wear and tear; incorrect or careless handling; and, use of unsuitable production or replacement materials. Changes or repair work carried out by the customer or a third party without our prior written approval shall invalidate all warranty rights.
7. No claims for compensation from the customer shall be entertained, no matter on what legal grounds they are made. This shall apply in particular to claims made due to any breach of duty arising from financial obligations or from any unlawful act. This shall not apply in cases of willful intent or gross
negligence, for injury to life, bodily harm or damage to health, for liability pursuant to the Product Liability Act, for any guarantee that we have taken on, for losses due to a culpable breach of material contractual obligations or in any other instances of legally binding liability. Liability for the breach of material contractual obligations shall in any case be limited to making good such losses as could be anticipated and are typical in contracts of this kind, save only if there has been willful intent or gross negligence, or if any liability exists due to injury to life, bodily harm or damage to health. Material contractual obligations in the sense referred to above are in each instance the main contractual obligations to render the
proposed services plus any other (secondary) contractual obligations, which in the event of a culpable breach could lead to achievement of the contract objective being put at risk.
VIII. Retention of Title
1. We shall retain title to the items delivered pending full settlement of all amounts due to us from the customer arising from any part of the entire business relationship.
2. In instances where the goods delivered are processed and integrated into a new object, we shall acquire co-ownership of the newly produced object in proportion to the value of the
goods over which we have retained title to the value of the new object created by this process. The value of the goods over which we have retained title and the value of the new object shall be defined by invoice value, or alternatively by current market value, with the date at which the processing was done being definitive in establishing its value. During the processing, the customer shall act on our behalf, without
however gaining the right to make any claims against us whatsoever in respect of the processing work.
3. The customer must insure the goods over which we have retained title against theft, damage, destruction and accidental loss (especially due to fire or flood/water damage), and, if requested, show evidence of this. He must let us know the whereabouts of the goods and permit our representatives
to gain access to the place where they are stored.
4. As long as the customer has not fallen into arrears with payments to us, the customer shall be entitled to process and sell the goods over which we have retained title in the normal course of its business activities. By way of security, the customer assigns to us even now and in their entirety all receivables due to it arising from such sales. We hereby grant the customer the authority, which we may revoke at any time, to collect for its account in its own name the receivables that it has assigned. At our request, the customer shall make the assignment public knowledge and issue the necessary information and
documents.
5. If the amounts pledged as security exceed what is due to us by more than 20% than we shall be obliged to release to the customer at its request, or to its creditors at their request, the surplus element of the securities to which we are entitled.
6. The customer must notify us without delay if a charge is placed on the goods over which we have retained title or over the receivables transferred to us through the earlier assignment. All costs and losses shall be borne by the customer.
IX. Place of execution, jurisdiction and final provisions
1. The place of execution for deliveries shall be the relevant location from which the goods are dispatched. The place of execution for payment - including payment by bill of exchange -shall be Italy office.
2. All disputes involving trades people arising from this contractual relationship shall be heard by the courts having jurisdiction for our china head office. We shall, however, also be entitled to bring actions against the customer in the courts responsible for its head office.
3. In accordance with the provisions of the China and Italy Data Protection Act, we store and utilize the customer's personal data for our own business purposes only, of which fact the customer is herewith informed.
4. The law of china and Italy shall apply to any judgment on our entire legal relationship with the customer. International trade law, especially the Uniform UN Sales Law (CISG), shall not apply.
5. Should any part of the contract or of these terms and conditions of payment and delivery be unenforceable, then this shall not affect the validity of the remainder of the contract or of these terms.
