General Terms and Conditions

1. General Terms and Conditions

1.1 Unless other terms or conditions have explicitly been agreed upon in writing, solely the following General Terms and Conditions (subsequently referred to as "Terms and Conditions") apply to all present and future deliveries.

1.2 The purchaser's General Terms and Conditions, in particular its Terms and Conditions of Purchase do not apply, even if the seller has not explicitly objected to their application.

2. Orders

Unless otherwise indicated in the order, the purchaser is bound to its order for a period of 10 days after the order's arrival at the seller's. Contracts come into being when the seller confirms the order in writing or delivers within this time limit.

3. Delivery Dates

3.1 The delivery dates and periods confirmed by the seller are understood to be ex works Stühlingen.

3.2 The delivery period begins upon receipt of the order confirmation, however, not before all details concerning the execution of the order and the technical questions have been settled, as well as not before the receipt of an agreed-upon collateral or down payment.

3.3 The delivery deadline has been met when the goods are ready for shipment before the deadline expires.

3.4 The purchaser's modification requests extend the delivery period until the seller has evaluated their feasibility and for the period of time necessary to incorporate the new specifications into the production process. Should the change request interrupt current production, the seller may move other orders up and complete these orders. The seller is not required to reserve production capacity during the delay.

3.5 Partial deliveries are allowed to a reasonable extent.

3.6 Should the seller not fulfill its obligation to supply, a four-week grace period must initially be granted.

3.7 In cases of ordinary negligence, after this grace period according to Paragraph 3.6 has expired without results the seller's liability is limited to 0.5 % of the net order value of the affected part of the delivery per completed week of delay, but is limited to a total sum of 5 % of this value. Claims for damages instead of performance according to Paragraph 13 are not affected by this clause. The purchaser must inform the seller about contractual penalties upon which it has agreed with its customers no later than at the conclusion of the contract.

4. Force Majeure, etc.

4.1 Force majeure; strikes and lockouts, actions of domestic or foreign administrative authorities, or energy interruptions that are not the seller's fault; as well as unforeseeable and severe serious disruptions or restrictions in operations at the seller's place of business or that of one of its suppliers release the seller from its obligation to deliver for the length of the disruption and its effects. The delivery period is extended for the duration of the disruption and its effects.

4.2 However, the precondition for this extension is that the seller has undertaken all economically reasonable efforts to minimize or rectify the effects of the delivery disruption.

4.3 As soon as a disruption pursuant to Paragraph 4.1 is foreseeable, the seller must inform the purchaser thereof without delay.

4.4 Should deliveries not been completed within 2 months after the agreed-upon delivery date, both the purchaser and the seller may annul the part of the contract concerning the goods affected by the disruption. Claims for damages are excluded in this case.

5. Assumption of Risk

5.1 Unless otherwise agreed upon, the purchaser assumes risk FCA Supplier's Premises in Stühlingen (Incoterms® 2010), even if partial deliveries are made or the seller provides other services, e.g., has assumed shipping costs.

5.2 Should shipment be delayed for reasons that are not attributable to seller, the purchaser assumes risk as soon as the seller has informed the purchaser that the goods are ready for shipment, even if the seller as an exception provides other services, e.g., has assumed shipping costs or provides shipping, even by its own shipping personnel.

6. Transportation Charges

To the extent that the costs for ocean freight and marine insurance are included in the selling price, they are based on the tariffs valid on the day the order was confirmed. Should the rates have been increased or reduced before the time of shipment, these changes will be debited or credited to the purchaser's account.

7. Delay of Shipment

Should shipment be delayed because the purchaser has not provided instructions or not fulfilled its obligation to take delivery, the seller may, after the expiration of a 4-week grace period, bill the purchaser and demand payment or withdraw from the contract and demand damages. The purchaser must in particular bear the additional expenses resulting from its failure to punctually provide those instructions and fulfill those formalities (e.g., acquisition of import licenses) that are its responsibility.

8. Retention of Title

8.1 The purchaser first assumes title to the goods when it has fully paid the agreed-upon purchase price.

8.2 To the extent that retention of title is invalid according to the law of the country in which the delivered goods are located, but the law allows for other rights to the goods the seller may exercise all of these rights.

8.3 The purchaser must assist in actions taken by the seller to protect its title to the delivered goods. Should third parties want to establish or assert rights to such goods, the purchaser must notify seller immediately.

9. Calculation and Payment

9.1 Prices are understood to be ex works. The applicable sales tax is charged separately. For price calculations the dispatch weight (based upon the commercial weight) is authoritative.

9.2 Unless other conditions have explicitly been agreed upon, packaging and tubes are charged as yarn. To the extent that it is allowed by law, packaging and tubes will not be taken back.

9.3 Unless explicitly agreed upon otherwise, payment must be transferred to the seller's account without any deductions or fees within 30 days after the receipt of the invoice. Receipt of the payment is authoritative for the punctuality of the payment. Additional charges, such as bank fees incurred in the transfer of the payment as well as fees incurred in the redemption of insurance documents are at the purchaser's expense.

9.4 Should payment be delayed, seller will charge interest of 9 percentage points above the base interest rate, but at least 10 %. In addition, in this case the seller is no longer obligated to ship any goods from other ongoing contracts. In this case, the seller may demand payment in advance for all outstanding deliveries.

9.5 The purchaser may offset claims or assert a right of retention only insofar as the counterclaims are undisputed, legally binding, or ready for a decision. In addition, the purchaser may assert a right of retention only insofar as its counterclaim is based on the same contract.

10. Quantity Deviations Tolerances

A total deviation of ± 10 % of the agreed-upon amount is allowed. This deviation may be ± 20 % for dyed yarns and custom-made products.

11. Notification of Defects

11.1 Complaints about open defects can only be considered if the purchaser notifies the seller without delay about the defects in writing after receipt of the goods and before the goods are processed by the purchaser. The seller must be notified about hidden defects in writing without delay after discovery. The purchaser may not process the defective goods.

11.2 In order to process the complaint, the seller must have the box number of the affected goods.

11.3 Goods may be returned only with the seller's explicit consent.

11.4 Unless agreed upon otherwise, customary, as well as minor, technically not avoidable variations in quality, color, or finish do not constitute a defect.

11.5 Should there be justified complaints, the seller has the choice between delivering replacement items or repairing the goods. Should the rectification of the defect by seller fail, a replacement shipment also be defective, or an appropriate grace period granted by the purchaser expire without results, the purchaser may demand a reduction in price. In addition, should there be significant defects, the purchaser may withdraw from the contract and demand damages instead of performance according to Paragraph 13.

12. Export Control

The purchaser agrees to comply with all applicable national, European, and international anti-terrorism regulations as well as with national and European sanctions and export control regulations. Furthermore, the purchaser agrees to comply with US re-export laws (EAR) and sanctions (OFAC) with respect to goods or technical data subject to these US regulations.

13. Information and Advice

Information concerning possibilities for processing and use of the seller's products, technical advice, and other information are provided to the best of seller's knowledge. This information is supplied without charge, non-binding and without assumption of liability for ordinary negligence.

14. Liability

14.1 The seller is liable in cases of intent or of gross negligence; fraudulent concealment of defects; death, bodily injury, or illness; or should there be liability under the German product liability law. Should the seller have assumed a guarantee, it is liable according to any such provisions of the guarantee.

14.2 In cases of ordinary negligence, the seller is liable only in cases of the violation of an essential contractual obligation, i.e., an obligation the fulfillment of which makes the proper execution of the contract possible in the first place, in the adherence to which the purchaser generally trusts and may trust, and - unless agreed upon otherwise for damage for delay in Subparagraph 3.7 - limited to compensation for foreseeable and typical damage. The seller's liability is excluded in all other cases.

14.3 The purchaser's claims due to defects lapse 12 months after the assumption of risk; other claims 12 months after the statutory limitation period has begun. Deviating from the first sentence of this subparagraph, the conditions of the guarantee apply should the seller be liable due to the assumption of a guarantee. In case of a fraudulent concealment of a defect; claims for damages according to product liability law; death, bodily injury, or illness or intentional or grossly negligent violation of any obligations the periods provided for in the statute of limitations apply.

15. Technical Conditions

15.1 The humidity allowance on the dry weight of single fibre yarns is as follows:

For blends, the humidity allowance will be calculated on the basis of the allowances for the individual unblended yarns in proportion of these yarns in the blend. The allowed tolerance for humidity greater than 8.5 %, is ± 1.0 %; for humidity of 8.5 % or less, ± 0.5 %.

15.2 Should the deviation from the above tolerances be larger or smaller than listed above, the payment based on the allowed humidity allowance is to be adjusted accordingly.

15.3 The allowed deviation in count for yarns is +/- 5%. For twisted yarns the deviation limits are based on the counts of the individual yarns used in the composition of the twisted yarn. The allowed deviation in turns per meter for twisted yarns is ± 15 %.

15.4 Violation of the allowed limit must always be proven before processing the goods.

15.5 All differences in weights, in tubes, and in thread counts will only be decided by way of the conditioning procedure according to the current German testing methods.

16. Final Provisions

16.1 The place of performance is Stühlingen, Baden-Württemberg, Germany.

16.2 German law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) from 11 April 1980 does not apply.

16.3 The place of jurisdiction is the seller's place of business. The seller may also sue at a court competent for the purchaser's place of business.

16.4 Instead of the court of record, as long as both parties to the contract are in agreement, a court of arbitration according to the rules of arbitration of the German Institution of Arbitration (DIS) may irrevocably decide the dispute. In this case, recourse to a court of record is barred. The venue of the arbitration proceeding shall be Freiburg in Breisgau, Baden-Württemberg, Germany. The arbitration proceeding shall be conducted in English. A change from one proceeding to the other after the beginning of one type of proceeding is no longer possible.

16.5 Should one of the provisions contained in these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby.