Delivery and Payment

I. Conclusion of contract , the contract

1. these terms and conditions apply only to transactions with customers who are entrepreneurs. Our offers , deliveries and services are exclusively subject to these terms of delivery and payment. Terms and conditions of the customer are not part of the contract , even if we do not expressly contradict them again .
2. Our offers are subject to change. The customer is bound to his order until a written revocation , but at least eight weeks , so that we have enough time for all arrangements with our suppliers . The purchase comes with written confirmation of the order or delivery of the ordered goods.
3. We do not deliver on risk and, therefore, only under the following conditions:
4. Factoring: We are working with a factoring company , the credit insurance customers and buy our demands:
a) We reserve the right to refuse orders if our factor customers not covered by credit insurance . The rejection we will explain to the customer immediately.
b) In the event that we learn after the conclusion that our Factor has the credit limit of the customer canceled or reduced , we are entitled to delivery of the ordered goods to demand advance payment or bank guarantee or rescind the contract and to claim damages instead of performance .
5. Prepayment: In the case of paragraph 4 b , or non-insurance by the factor or if and us other circumstances (eg, repeated late payments, bills and checks protests , enforcement measures against the customer or his legal representatives, credit bureau entry ) are known , make our demands appear to be at risk , we may require a deposit or a bank guarantee to the amount of the delivery value . If the advance is not within the required time period ( at our discretion ) paid, the order does not go into production and we are entitled to withdraw from the contract and to claim damages instead of performance. To images, product samples , sample books , sketches, drawings and other items we reserve the right of ownership and copyright . You must not use our written permission will not be reposted without and shall be returned immediately upon request .

II. Using our brand in advertising

Our client is committed in promoting our goods , only our brand
"Elements Clemente " as depicted on top of this page to use . Sameness obligation applies to our representatives that sell our goods on our behalf. In any case, the application of our product must take place with our brand only after we have shared knowledge of the respective medium, the graphic representation of our brand in writing.

III. Prices, Payments

1. Our prices are net prices plus VAT at the statutory rate from stock Munich (excl. transport and packaging) . For international shipment , the customer bears all the duties and border taxes . The packaging is done at our discretion and charged at cost price.
2. Our invoices are in the absence of agreement to the contrary and except in the case of point I.5, within 60 days of the invoice date net cash . If payment within 10 days, we grant a discount of 4 percent. When selecting programs our invoices are due immediately.
3. If the customer is towards us with any payment obligations in whole or in part, in default, all are made ​​of the business relationship due for immediate payment .

IV. Delivery

1. Auslieferrythmen are as follows: for the winter season in the period from July to September and for the summer season in the period from January to March. Customer demand for a binding delivery are only part of the contract , when we confirm the delivery date in writing .
2. Unforeseen events that we are not responsible (eg, failed or delayed delivery of goods by suppliers, delays in the delivery of material , import difficulties , operational and traffic congestion, acts of God) , the delivery time is extended accordingly. Can we not afford even after a reasonable extension , both the customer , and we are entitled to withdraw from the contract. The customer's claims for damages are excluded in this case .
3. Can we fail to comply with a binding delivery date due to justifiable reasons we , the buyer must contact us unsuccessfully a grace period of at least 10 days in writing before he possibly withdraw from the contract and / or claim damages.
4. We are entitled to partial delivery.
5. We have to provide under the law up to 5 % of the confirmed order value.

V. Delivery and Transfer of Risk

The risk passes to the buyer once the goods are taken in our factory or the warehouse by a freight forwarder or carrier . This is true even if we assume additional benefits such as free freight forwarding , transportation and the like. This does not apply to the sale of consumer goods .

VI. Retention of title

1. First delivered goods until full settlement of all claims arising from the business relationship with our property.
2. The pledge or transfer of ownership of the goods the customer is not permitted.
3. All claims resulting from the resale of the reserved goods , and any claims regarding the reserved goods, the customer assigns to us in advance .
4. For resale of the reserved goods, the customer is entitled only under the following conditions :
a) The reserved goods may be sold only in a commercially customary and ordinary course of business , in particular only to market and seasonal prices.
b) The customer may not be located with its payment obligations to us in default.
5. payments of its customers , the customer has to accept for our account and to use it primarily to settle our claims .
6. Of seizure, attachment or other third party access to the goods , the customer utmost to defend and notify us immediately .
7. In the case of breach of duty , our security interest hazardous behavior , especially in case of default and breach of the controlled conditions in paragraph 4 , the customer has to refrain from any disposal of the goods ; we may in these cases , to demand the immediate return of the goods even without rescinding the contract in whole , or in part, or the goods from the business office and / or storage of the customer to remove and to use hands-free and best way possible.
8. If the value of our existing securities exceeds the amount of the secured claims by more than 20 % , we shall release the customer's request , at our discretion appropriate collateral .

VII. Deficiencies

1. We guarantee that the goods delivered has a texture that is common with things of the same type and which the customer can expect on the nature of things. Minor deviations are not considered a defect . This is especially true for commercial or minor or technically unavoidable deviations in quality, color , size, weight, finish or design . We are not liable for any infringement of third party rights , if we are not aware that delivery .
2. The customer loses the right to rely on a defect if it does not immediately carefully examined the goods after delivery and any defect that he has found or ought to have discovered , not immediately, within one week after delivery , in writing complains . An effective complaint assumes that the nature of the defect and the day of determination are indicated precisely .
3. If there is a defect, the Customer is entitled to legal rights. We can choose between the defect or replacement delivery and refuse the replacement if no replacement product is in stock.
4. For the compensation of damages , in particular lost profit , we are committed only in accordance with Section VIII .
5. warranty claims and customer Aufwendungseratzansprüche expire one (1) year . The period begins with delivery of the goods . § 479 paragraph 2 BGB remains unaffected.
6. The consumer forfeits his claim for reimbursement of expenses pursuant to § 478 section 2 of the Civil Code , if he does not make him immediately in writing and us complaints and / or claims for defects of his customers , and the nature and manner of meeting demands of its customers does not indicate in writing immediately .
7. When selling substandard goods and special items warranty claims of the buyer are excluded.

VIII. Liability

1. We are responsible for any damages or expenses incurred by the customer only if and insofar as they are based on an intentional or grossly negligent breach of duty by us or by a legal representative or agent of us .
2. The limitation of liability under paragraph 1 shall not apply to damages and / or expenses resulting from injury to life, body or health.
3. The limitation of liability under paragraph 1 shall not apply to such damage and / or expenses that are based on a culpable breach of essential contractual obligations . Our liability is here , however , limited to typical and foreseeable damage for us , except in cases of intent and gross negligence.
4. remain unaffected by the limitation of liability under paragraph 1, all regulated by mandatory law claims for damages and claims under the Product Liability Act.
IX. Choice of Law , Place of Performance , Place of Jurisdiction
1. The law of the Federal Republic of Germany .
2. performance for all contractual claims is Munich.
3. The exclusive place of jurisdiction is Munich. However, we are entitled to sue in the location of the customer .

Essential Clothing GmbH, Stand 02.05.2014