Terms and Conditions of SIGMA.TEX Technische Textilien GmbH

§ 1 Application

1.1 These Terms and Conditions apply to all quotations submitted, orders accepted and deliveries made by us. They also apply to all future business relationships between us and a Customer. Other conditions, including but not limited to purchasing conditions of the Customer, are inapplicable even if we do not explicitly or otherwise reject them. By accepting goods from us, Customers waive their own terms and conditions, even if these assert exclusiveness. No oral agreements or pledges are recognised unless we have confirmed them in writing.

§ 2 Prices

2.1 Unless otherwise agreed in writing, our quoted prices are always ex works and do not include either packaging or the statutory value-added tax.

2.2 If, after our Company has submitted a quotation or confirmed an order but prior to delivery, major cost factors should change substantially, the Supplier and Company shall agree to adjust the prices appropriately.

2.3 Quotations shall be valid for 30 days from their date of issue unless otherwise indicated.

§ 3 Technical Changes

3.1 Until delivery, products ordered from us are subject to technical changes that may increase or preserve their value without restricting their functionality.

3.2 Unless explicitly agreed otherwise, we are entitled to implement technical attributes and dimensions in supplied products within the tolerances which are usual in the trade. The inclusion of such tolerances shall be considered agreed.

§ 4 Technical Specifications of the Customer

4.1 To the extent that the production and/or supply of ordered products is based on information or technical specifications provided by the Customer, we have no obligation to check these.

4.2 We are entitled to produce and supply ordered products based on technical specifications, product descriptions or product attributes. Doing so shall not constitute a violation of our obligations.

4.3 To the extent that we are requested to supply products based on drawings and/or using parts provided to us by the Customer, the Customer is responsible for ensuring that this does not violate any third-party patent, copyright, design, trademark or other intellectual property rights. The Customer shall inform us of any and all such rights. The Customer shall furthermore indemnify us against all claims by third parties and compensate us for any damages that we may suffer in connection with them.

§ 5 Call-Off Orders

5.1 Call-off orders shall be scheduled for no later than 12 months after the date on which they are received. We are entitled to supply and invoice the entire ordered quantity within 12 months following placement of an order unless otherwise agreed in writing. If we should agree to an extension after the initial 12-month period has elapsed, we explicitly reserve the right to adjust the prices for the remaining quantity.

5.2 When call-off orders are placed without specifying production or delivery dates, at the latest three months after receiving a confirmed order we are entitled to request that these be definitively fixed.

5.3 If the Customer fails to meet this request within three weeks of receiving it, we are entitled to set a final deadline of at least two weeks and then to withdraw from the contract and/or claim damages for non-performance.

§ 6. Terms of Payment

6.1 Unless otherwise agreed in writing, payment shall be made immediately, net and in full upon receipt of the invoice without applying any discounts.

6.2 The Customer shall be considered in arrears with payment at the latest 30 days after receiving the ordered goods and invoice. From that point on, interest will be charged at the rate of eight per cent above the base rate of the European Central Bank if the Customer is not a consumer. The right to claim additional default damages is explicitly reserved.

6.3 If the Customer fails to make payment on the due date, we may furthermore demand the immediate payment of all outstanding sums irrespective of any agreed payment dates and/or withdraw from any or all other existing supply contracts – including those for which payment is not late – or claim damages for non-performance as we choose.

6.4 We are not obliged to accept bills of exchange or cheques as payment. If they are nevertheless accepted, it will only be on a conditional basis.

6.5 All payments will be credited towards existing debts in order of their age, starting with the oldest, irrespective of any terms of the Customer that contradict this. Partial deliveries and partial performance may be separately invoiced.

§ 7. Refusal of Performance Due to Uncertainty

7.1 We are entitled to refuse performance if, after concluding the contract, it becomes apparent to us that our ability to collect payment is at risk because the Customer lacks the ability to render it. This right to refuse performance lapses if the Customer makes payment or security is furnished for it.

7.2 We are furthermore entitled to set an appropriate deadline for the Customer to either make contemporaneous payment for our delivery or furnish security. If the deadline passes without either of these outcomes, we are entitled to withdraw from the contract.

§ 8. Passage of Risk/Shipping

8.1 Also in the case of carriage-free delivery, the risk passes to the Customer upon despatch of the ordered goods. The purchased goods are insured against the risks described by the Customer only if requested in writing by the Customer and at the Customer’s expense.

8.2 Unless otherwise specified in writing, we choose the mode and route of transport as well as the packaging.

§ 9. Delivery Times

9.1 We estimate delivery times to the best of our ability, although they are not binding; nevertheless, we will endeavour to comply with them. In the event of force majeure, breakdowns, lack of personnel, energy or raw materials, strike or any other cause whatsoever that is beyond our control, the delivery date shall be postponed for the duration of the hindering circumstances and their effects. Unless binding deadlines have been explicitly agreed, delivery shall be due at the earliest one month after the end of the nonbinding delivery period.

9.2 It is permissible for us to make partial deliveries at any time. Deviations from ordered quantities by up to +/- 10 per cent are permissible. The purchase price will be adjusted to reflect changed delivery quantities.

9.3 If the delivery time is exceeded by more than two months, the Customer may withdraw from the contract while relinquishing all further claims. As a prerequisite for doing so, however, the Customer must first grant us an appropriate additional amount of time for making delivery. In no case is the Customer entitled to effect any covering purchases or to present claims for damages or any other claims against us due to non-performance or delayed delivery unless we are culpable of gross negligence. Partial delivery and partial performance by us are permissible.

§ 10. Default in Acceptance

10.1 If the Customer refuses or does not accept individual or partial deliveries, we may set an appropriate deadline for acceptance. If the Customer then does not accept the goods by the set deadline, we are entitled to withdraw from the contract or demand compensation for non-performance.

10.2 In the case just described, the Customer shall compensate us for all damages, including transport costs. We may choose either to document our damages or – without documentation – to claim 30 per cent of the net value of the unaccepted delivery plus the value of the associated cash outlay as compensation. The amount of the compensation shall be increased or decreased as appropriate if we demonstrate that the damages have been greater or the Customer that they have been less.

§ 11. Retention of Title

11.1 We make all deliveries while retaining title to the goods. This is also the case if some or all of our receivables are added to a running account and the balance totalled and acknowledged.

11.2 The delivered goods shall remain our property until all of our claims derived from the business relationship between us and the Customer, including ancillary claims, have been completely settled (in the case of payment by cheque or bill of exchange, until it has been honoured).

11.3 The Customer may not pledge or use as security goods to which we retain title. The Customer shall notify us immediately, by the fastest possible means and in an appropriate form, in the event that third parties should seize or appropriate goods which we have delivered while retaining title to it.

11.4 The Customer is entitled to combine goods which we have delivered while retaining title to it with third-party products in the course of usual business activities; in this case, we acquire co-ownership of the new objects resulting from the combination proportional to the relative values of the combined or newly produced objects pursuant to Art. 947 of the German Civil Code. Should the Customer then sell combined or newly produced items that are co-owned by us, the Customer shall immediately reassign to us a fraction of their claim against their own customer for the purchase price that is proportional to the value of our co-ownership of the goods concerned as security and thereby empower us to collect that part of the receivable in our own name. The Customer is entitled to sell the goods in the usual course of business.

11.5 The Customer shall furthermore immediately reassign to us all claims against the purchaser of resold goods as security. The Customer is entitled and obliged to collect the claims as long as we do not revoke our own claims. The Customer’s entitlement to collect the claims lapses if the Customer ceases making payments, without any need for us to make an explicit declaration to this effect. We will not make use of our entitlement to collect the receivables, however, as long as the Customer meets the payment obligations towards us.

11.6 If the value of the securities exceeds the still-outstanding receivables by more than 20 per cent, we will release the excess at the Customer’s request.

§ 12. Liability for Defects

12.1 A specific purpose for use of an ordered product shall only be fixed on the basis of an explicit written agreement between us and the Customer.

12.2 Unless such an agreement is concluded, we undertake to ensure that the product concerned is suitable for the uses to which it is customarily put and that its properties correspond to those that objects of the same kind ordinarily possess and that the Customer is therefore entitled to expect.

12.3 Specific attributes are only guaranteed by us if we provide written confirmation of them. References to technical standards by themselves merely concern the designation of a particular service or product and do not give rise to an agreement on suitability of goods for applications beyond the scope of its usual uses.

12.4 The Customer is obliged to check goods purchased from us for defects immediately after taking delivery of it and to report any discernible defects to us within five days. In the event of missing this deadline, the Customer loses all rights to repair, replacement and warranty from us. Hidden defects are covered by the provisions of Article 377 of the German Commercial Code.

12.5 The Customer may not process products that have been reported as defective unless we give our prior consent. If these should then be processed further without permission from us, all rights and claims pertaining to the reported defects or arising from the act of further processing shall be voided.

12.6 In cases of properly reported defects or breaches of obligations for which we can be held responsible, we are entitled and obliged to eliminate the reported defect(s) or breach by repairing or replacing the products concerned. Only then is the Customer entitled to demand a reduction in price or withdraw from the contract or demand compensation in lieu of performance, provided that we have first made two failed attempts to remedy the problem. We are only obliged to provide compensation for damages if the requirements of 12.2 are not met.

§ 13. General Limitations on Liability

13.1 In cases of breaches of obligations due to ordinary negligence, our liability shall be limited to direct average damages that are predictable for the type of goods concerned and typical of such a contract. This also applies to breaches of obligations due to ordinary negligence by our legal representatives, agents and assistants. Towards companies, we are not liable for any breaches of minor contractual obligations due to ordinary negligence.

13.2 The preceding limitations on liability do not affect the Customer’s rights in connection with product liability. Nor do the limitations on liability apply to cases of injury, harm to health or loss of life which are attributable to us.

13.3 Claims of the Customer to compensation for defects lapse one year after delivery of the goods. This does not apply if we are culpable of gross negligence or if we can be held responsible for injury, harm to health or loss of life.

§ 14. Statutes of Limitation

14.1 Warranty claims against our firm expire after 12 months if our contractual partner is a company. The statutes of limitation prescribed by Arts. 438 I 2, 479 I and 634 I 2 of the German Civil Code apply where relevant.

§ 15. Retention/Settlement

15.1 No rights of retention or settlement against counterclaims are admissible between us and the Customer unless they concern claims that have been upheld by a court of law, have been explicitly recognised by us or are on the verge of being confirmed.

§ 16. Compensation for Damages in Connection with Sales to Consumers

16.1 If the Customer has resold a newly manufactured product bought from us to a consumer and has had to accept its return or the reduction in its price by the consumer owing to defects, no compensation for damage may be claimed from us. This does not apply, however, if the breach of obligations has been due to gross negligence or worse.

16.2 Warranty claims against our firm expire 12 months after delivery of goods if the Customer is a company.

§ 17. Factoring

17.1 The Customer may not sell receivables that fall under our extended right to retention of title (§ 11) to a factor or contract such a firm to collect them without reporting this to us and obtaining our permission to do so first.

§ 18. Assignment of Receivables

18.1 We have the right to assign our accounts receivable to other parties.

§ 19. Intellectual Property Rights

19.1 We reserve all trademarks, copyrights, patents and intellectual property rights to designs, drawings and models created by us. Rights to them may only be acquired by concluding an explicit written agreement to this effect with us.

§ 20 Legal Venue – Applicable Law – Languages – Data Privacy

20.1 The legal venue for resolving all disputes in connection with our deliveries is Göttingen, Germany.

20.2 Contractual relationships between us and Customers are governed exclusively by the laws of the Federal Republic of Germany.

20.3 Either German or English may be chosen as the language for negotiations and contracts. However, the Customer shall bear the risks associated with the use of English. In case of doubt, the Customer is advised to seek representation by someone fluent in one of these languages. In cases of doubt, the German-language version of these Terms and Conditions shall take precedence.

20.4 We will treat your personal data in full compliance with the German Data Privacy Law. They will be stored only for the purpose of concluding and executing contracts and not disclosed to any third parties.

© SIGMA.TEX Technische Textilien GmbH

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