1.1 These terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 BGB. We only recognize any terms and conditions of the customer that contradict or deviate from our sales conditions if we expressly agree to their validity in writing.
1.2 These terms and conditions also apply to all future business with the customer, insofar as they are legal transactions of a related nature.
§2 Offer and conclusion of contract
If an order is to be viewed as an offer in accordance with Section 145 of the German Civil Code (BGB), you accept this by making a down payment or within two weeks. In principle, the goods ordered are only manufactured as samples and shown in the invoice or order confirmation. We expressly reserve the right that deviations in the design of the articles and deviation in the ordered quantity of 10% are permitted.
§3 Documents Provided
3.1 All documents provided to the customer in connection with the placing of the order, such as B. calculations, drawings etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of §2, these documents are to be returned to us immediately.
3.2 Developments in relation to contracted productions, such as drawings, samples, images of products from the development and manufacture from contractual relationships that have been carried out by Pole Position GmbH and its customers, even if these contain registered trademarks of the customer, are exclusively owned by Pole Position GmbH! Without the written permission of Pole Position GmbH, the customer is not permitted to use or forward these documents! All designs are protected and belong exclusively to the pole position and may expressly only be made available to the public through this!
3.3 Development costs in relation to contracted production are always chargeable and to be borne by the customer. These costs can be billed for up to 10 years after the contract has been awarded. These costs can only be waived with a written assurance from Pole Position Textiles International GmbH.
§4 Prices and Payment
4.1 Unless otherwise agreed in writing, our prices apply ex works excluding packaging and plus VAT at the currently applicable rate. Packaging and shipping costs are billed separately.
4.2 Payment of the purchase price is to be made exclusively to the account stated on the invoice. The deduction of a discount is only permitted with a special written agreement.
4.3 Unless otherwise agreed, 50% of the purchase price is to be paid before production starts and the remainder before delivery ex works. Interest on arrears is charged at 8% above the respective base rate pa. The assertion of a higher damage caused by default remains reserved.
4.4 Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changed wage, material and distribution costs for deliveries that are made 3 months or later after the conclusion of the contract.
4.5 By accepting the invoice and paying the customer, our terms and conditions are accepted.
§5 Offsetting and Rights of Retention
The customer is only entitled to offset if his counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§6 Delivery Time
6.1 The start of the delivery time specified by us presupposes the timely and proper fulfillment of the purchaser's obligations. The exception of the unfulfilled contract remains reserved.
6.2 If the purchaser is in default of acceptance or if he culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which the customer is in default of acceptance or default.
6.3 In the event of a delay in delivery caused by us not intentionally or through gross negligence, we are liable for each full week of delay within the framework of a flat-rate compensation for delay in the amount of 1.5% of the delivery value, but not more than 5% of the delivery value.
6.4 Further legal claims and rights of the customer with regard to a delay in delivery remain unaffected.
§7 Transfer of risk when shipping
If the goods are dispatched to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer when they are sent to the customer, at the latest when they leave the factory / warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§8 Retention of Title
8.1 We reserve title to the delivered goods until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer breaches the contract.
8.2 As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at replacement value at his own expense against theft, fire and water damage (note: only permitted when selling high-quality goods). If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.
8.3 The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended. [Note: This clause does not apply if no extended retention of title is intended.]
8.4 The processing or transformation of the purchased item by the customer is always in our name and on our behalf. In this case, the expectant right of the purchaser to the purchased item continues with the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing.
8.5 We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§9 Warranty and notification of defects as well as recourse / manufacturer recourse
9.1 The purchaser's warranty rights require that the purchaser has properly complied with his inspection and complaint obligations within 1 week of delivery.
9.2 Claims based on defects become statute-barred 1 month after delivery of the goods we have delivered to our purchaser ) and § 634a Paragraph 1 BGB (construction defects) prescribes longer periods. Prior to returning the goods our permit is to be requested.
9.3 If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to provide supplementary performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.
9.4 If the subsequent performance fails, the customer can - regardless of any claims for damages - withdraw from the contract or reduce the remuneration.
9.5 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as well as damage that occurs after the transfer of risk as a result of incorrect or negligent treatment, excessive use, unsuitable operating resources, defective construction work, unsuitable subsoil or arise due to special external influences that are not required by the contract. If improper repair work or changes are carried out by the purchaser or a third party, no claims for defects exist for this or the consequences arising from it.
9.6 Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us are subsequently transferred to a location other than the purchaser's branch has been moved, unless the shipment corresponds to its intended use.
9.7 The purchaser's right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 also applies accordingly to the scope of the purchaser's right of recourse against the supplier.
10.1 This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
10.2 Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
10.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
10.4 Should individual provisions of this contract be or become ineffective or contain a loophole, this shall not affect the remaining provisions. The parties undertake to replace the ineffective regulation with a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation or fills this gap.