Legal stuff

1. Scope of application
1.1 The present General Terms and Conditions of Delivery and Payment (Terms) apply to all contractual relationships of May to an enterprise (Customer), in particular for the production and delivery of commodities, regardless of whether the transaction is concluded on business premises, by e-mail, via the Internet, by telephone, making use of a telecopier or in any other way.
1.2 They shall also apply to future business relationships, even if they are not agreed once more. General Terms and Conditions of Business of our Customers shall not be binding for us if we have not expressly recognised them. This shall also apply in the event of our Terms manifesting a loophole to this extent.

2. Conclusion of contract
2.1 Our quotations and the statements made in price lists, brochures, Internet sites etc. shall be subject to change without notice.
2.2 A contract shall only originate if we confirm it in a text form within a period of one month. Our order confirmation shall be decisive for the contents of the contract.
2.3 Side-agreements shall require written form in order to become effective.
2.4 Amendments and improvements of the articles shall be possible at any time and without prior notification to Customer, especially in the event of technical advancement. We reserve the right to unessential changes to our products for the period after the conclusion of the contract.
2.5 Customer's rights from the contract shall be non-assignable.

3. Foundation of credit
The prerequisite for our duty to delivery shall be complete creditworthiness of Customer, which it assures to us by placing its order. If, after conclusion of the contract, we receive information or facts arise which cause granting of a credit to the amount resulting from the order to appear not to be free of reservations, we shall be entitled to demand advance payments, collateral or cash payment, without regard for contradictory prior agreements, and to reject performance until payment of the collateral or to withdraw from the contract or to demand damages on account of non-performance.

4. Prices
To the extent that nothing to the contrary has been agreed, our price lists on the day of quotation shall be binding. If more than 4 months expire between our order confirmation and delivery, we shall be entitled to a unilateral suitable increase of the prices if we are not answerable for the later delivery.

5. Delivery, acceptance and call periods
5.1 Non-binding delivery periods or approximate statements for delivery periods shall not mean fixed dates. If we confirm a fixed delivery date in writing, it shall be complied with.
5.2 Insofar as Customer fails to comply with a duty incumbent on it and production of the ordered commodities is delayed thereby, the delivery period shall be extended suitably. All results of force majeure, in particular strikes, disruptions of operation, unforeseen or extraordinary incidents in our works though no fault of ours, with a downstream supplier or with a transport company shall extend the agreed delivery period by the duration of such obstacles. The aforementioned incidents shall entitle us to complete or partial cancellation of the contract to the extent that the disruptions last for more than 1 month.
5.3 In the absence of a specific agreement, we shall be entitled to part deliveries, from the delay of which Customer can derive no rights with a view to the remaining part deliveries.

6. Acceptance
If the commodities are to be examined according to specific conditions, acceptance shall be in our works. All costs of acceptance, to the extent that they relate to the use of our employees, our material and our devices, shall be borne by us, travel and accommodation costs of the acceptance representative by Customer. If the accepting party waives acceptance, the commodities shall be deemed contractually supplied upon leaving our work.

8. Retention of title
8.1 Our deliveries shall be exclusively be subject to retention of title. Ownership shall only pass to Customer when it has performed all its duties towards us from all legal relationships.
8.2 However, within the framework of its business operations, Customer shall be entitled to dispose of the conditional commodities and to collect the purchase price. The authorisation shall expire if Customer is in arrears towards us. Then, we shall be entitled to collect all objects already delivered, which is here and now permitted for us by Customer. Customer may neither pledge the conditional commodities nor assign them by way of security. Customer must notify us of an attachment of the conditional commodities or any other impairment by third parties without delay by recorded delivery. If we incur costs as a result of suffering enforcement measures or other impairments, Customer shall reimburse such costs to us.

9. Warranty and damage
9.1 We warrant that the products are free of production and material defects. This also applies to assemblies which we have carried out ourselves. However, we do not vouch for the fact that the construction and the erection of the ordered objects correspond to the public-law directives in the scope of use in question. Customer shall be responsible for necessary approvals. If remedying of the defect or subsequent performance is impossible or disproportionate, Contractor shall be entitled to reject remedying of the defect or subsequent performance. Subsequent performance can be rejected as long as Customer does not fulfil its duty to payment from the underlying contract to the complete extent insofar as it corresponds to the defect-free part of the service rendered.
If one of the two or both kinds of subsequent performance is/are impossible or disproportionate, we shall be entitled to rejection. We can also reject subsequent performance as long as Customer does not fulfil its duty to payment from the underlying contract to a scope corresponding to the defect-free part of the service rendered. If subsequent performance is impossible or fails, the option of either reducing the purchase price accordingly or of withdrawing from the contract according to the statutory directives shall accrue to Customer. This shall particularly apply to culpable delay or rejection of subsequent performance, likewise if it fails for the second time. As s supplement, reference is made to the "Product properties of umbrella cloths/marquee cloths" of the German BKTex Association, which are also an integral part of our contractual relationship.
9.2 To the extent that nothing to the contrary results below, further claims of Customer, whatever the legal reason (in particular claims to damages from infringements of subsidiary contractual duties, illicit actions and other liability from tort and claims from reimbursement of expenditure, with the exception of those according to §439 sub-section 2 German Civil Code) shall be ruled out. This shall particularly apply to claims from damage outside the object of purchase and to claims for indemnification for loss of profit. In culpable infringement of a cardinal contractual duty, liability shall not be ruled out, but limited to the foreseeable damage typical for the contract. We shall further be liable according to the statutory directives to the extent that Customer makes claims to damages based on malice aforethought or gross negligence, including malice aforethought or gross negligence of our representatives or vicarious agents. Liability on account of culpable damage to life, limb or health shall remain unaffected; this shall also apply to cogent liability according to the German Product Liability Act. In the event of reimbursement of expenditure, the aforementioned shall apply accordingly. The exclusion of liability shall also not apply in the assumption of a guarantee and assurance of a property, if it is precisely a defect covered thereby which triggers our liability. Claims from recourse to manufacturers or suppliers shall likewise be unaffected. No warranty shall be assumed for damage for the following reasons: unsuitable or improper use, faulty assembly by Customer or third parties, failure to comply with our operating or maintenance instructions, changes to the products, replacement of parts or use of consumable material not corresponding to the original specifications, replacement of the working material, natural wear and tear, defective or negligent treatment, unsuitable operating equipment, defective building work, unsuitable foundation, climatic, chemical, electrochemical or electrical influences, to the extent that we are not answerable therefor, improper changes or such made by the user without prior approval or repair work on the part of Customer or third parties.
9.3 The limitation period for claims from defects shall be 24 months, starting with passage of risk. The limitation period in the event of recourse to a manufacturer or supplier according to §§ 478, 479 German Civil Code shall be 5 years, starting from delivery of the defective object.
9.4 We shall be entitled to part deliveries; no rights with regard to the remaining part deliveries can be derived from defective part deliveries.

10. Payment terms
10.1 We grant 2 % discount for advance payment.
10.2 After the expiry of statutory maturity of the invoice produced by us, we shall charge 8% default interest above the basic rate of interest pursuant to § 247 German Civil Code, notwithstanding further-reaching rights. In the event of default, we shall inter alia be entitled to demand advance payment or collateral for open deliveries.
10.3 Customer shall only be entitled to offset with counterclaims if they have been acknowledged by us or are legally effective. In the event of stoppage of payment, settlement or insolvency of Customer, our entire claims shall be due for payment immediately, bonuses being forfeited.
10.4 Bills and cheques shall only be accepted on account of payment. Accepting them shall be at our discretion. Bills must be discountable and taxed. Customer shall bear the costs of discounting and collection.
10.5 Toleration of arrears in payment shall not do away with its consequences and shall also substantiate no legal obligation for other, also future contracts. Customer shall not be entitled to block cheques or bills because it possibly is not yet in possession of the invoice.

11. Performance and place of jurisdiction
Place of performance and place of jurisdiction for all obligations arising from the present contract, also for matters concerning cheques and bills, shall be 88499 Riedlingen and Ulm / Donau for fully fledged merchants.

12. Nullity
Even in the event of legal ineffectivity of individual provisions, the remainder of the aforementioned regulations shall remain fully effective. Null provisions are to be replaced in a way best corresponding to the purpose of the contract, current legislation and Customer's interests.
12.1 The contract shall be governed by the law of the Federal Republic of Germany; validity of UN purchase law shall be ruled out.

With these new terms and conditions of delivery and payment, the previous terms and conditions lose their validity.

By placing an order, you acknowledge our terms and conditions of delivery and payment to the complete extent, even if you make reference to your own terms and conditions on your order forms.

The present terms and conditions of delivery and payment shall also apply to future orders on the Internet. Errors in understanding shall be put down to the customer.