General Terms and Conditions
Section 1 – Validity
- Our services and deliveries are all subject to these terms and conditions exclusively. They become part of the contract when the customer accepts our service or delivery and they also apply for all future business relations, even if they are not expressly agreed on again.
- We hereby expressly object to differing or additional terms and conditions submitted by the buyer.
Section 2 – Prices
- All sales are only concluded for defined quantities, items, qualities and fixed prices. The prices are determined by the price list that is valid at the time. Purchase prices are specified as net prices. The recommended retail prices specified are inclusive of statutory VAT. We offer a discount of five per cent on the net price listed if you order a volume of fabric greater than 25 m. We offer a discount of 15% on the net price for order volumes greater than 50 m.
- For orders below a value of 40 € we charge a minimum quantity surcharge of 5 €.
Section 3 – Place of performance, delivery, shipping costs and delivery time
- The place of performance for all mutual contractual services is Oberursel, Germany.
- The products are shipped without insurance. The risk of accidental loss or deterioration of the product is always transferred to the buyer when the product is handed over to the carrier. We are entitled to provide staggered deliveries to a reasonable extent.
- Delivery terms: From the factory. Other arrangements are only valid with written confirmation.
- Delivery dates and deadlines are subject to proper and timely delivery to the seller. Because of this, the delivery dates and deadlines provided are not binding unless they are expressly agreed on as binding in writing.
- For orders that cannot be immediately delivered due to a lack of warehouse coverage, the order is confirmed by naming a non-binding delivery deadline.
- High volume orders for reservation are permitted and must be limited upon conclusion of the contract. The period of acceptance may not be longer than 12 months.
Section 4 – Delays and force majeure
- If the buyer does not accept the product in a timely manner, a reasonable extension can be granted for acceptance. This reasonable extension usually lasts 12 days. In particular, after the end of this period, we are entitled to bill the customer for any damage caused by non-acceptance and/or withdraw from the contract. The buyer needs to prove that he or she was not responsible for the non-acceptance.
- In the event of non-compliance with non-binding delivery deadlines, a delay occurs if the buyer submits a reasonable extension of at least 14 days to us in writing after the delivery deadline has passed and if we do not deliver the order within this reasonable extension period.
- The buyer can only withdraw from the contract as a result of our failure to meet the delivery deadline if reasonable extension of at least 14 days set in writing has expired unsuccessfully and a written warning of withdrawal has been given, provided that the setting of a corresponding reasonable extension is, exceptionally, not made dispensable by law.
- If it is impossible for us to fully or partially comply with a delivery deadline, or if it has become significantly more difficult for us to do so (delivery delay) due to force majeure, industrial action or other such reasons outside of our control, then the delivery period is extended for the duration of the event that is hindering delivery.
- Similarly, any reasonable extension that has been set by us and the period of acceptance for the buyer are also extended. We will inform the buyer in the event of such a delivery delay. The buyer is not entitled to a claim to compensation for damage; he or she can only withdraw from the contract due to delayed delivery if the delivery is of no interest to the buyer because of the delay, or if it was an order requiring express delivery. If we have not informed the buyer of the delivery delay, he or she can withdraw from the contract without any further requirements if the original delivery deadline has been exceeded by more than five weeks.
Section 5 – Guarantee
- The buyer must submit a written complaint for recognised defects within five days after receiving the product. The buyer must immediately submit a written complaint for concealed defects immediately after discovering them. Transmission of the complaint via fax or e-mail suffices to comply with the requirement of submitting the complaint in the written form. In the event of late complaints, the delivered product is considered to be accepted.
- The buyer cannot process recognisably defective products or products for which complaints have been issued. Otherwise, all rights concerning the defectiveness of the product are excluded.
- Minor, technically unavoidable deviations in quality, colour, width, height, weight, finishing or pattern are permitted and are not classed as defects. The same applies to customary deviations, unless the delivery needs to be true to the sample and this has been expressly agreed in writing.
- If the product is defective and not considered approved, the buyer can demand a replacement item that is free of defects (supplementary performance). We choose whether the defective product should be repaired or replaced, unless one type of supplementary performance is recognisably unsuitable or found unreasonable by the buyer. A period for the supplementary performance set by the buyer is only reasonable if it is at least 14 days long. This period must be set in writing.
- If the supplementary performance is unsuccessful at least twice or if it is not provided within the reasonable extension set by the buyer in writing, the buyer can lower the purchase price or withdraw from the contract. Compensation for damage caused by the defect can only be demanded if the special prerequisites defined in Section 6 of the terms and conditions are met.
Section 6 – Five-year ADO guarantee
ADO Goldkante GmbH & Co. KG provides a five-year guarantee on all textile products for all guaranteed functionalities and care properties, for all uses in the private sphere. This guarantee is only valid if the products are used in an appropriate manner in a private home and if proper care is given to the textile products in accordance with the manufacturer’s specifications. If a complaint is made within five years after the purchase of the textile product and the complaint is due to demonstrable defects in the material, the product may be replaced. Customers are not entitled to compensation for additional expenses of any kind or to claims for damages. The guarantee service is limited to the original value of the goods, as shown on the receipt. The claim goes through the standard legal process. The original receipt must be provided. The customer is not entitled to the guarantee in the following exceptional cases:
- Where damage is caused intentionally, or by sharp objects or pets
- Where the product is soiled due to improper care
- Where the product is discoloured due to contact with other textiles that have insufficient colour fastness
- Where damage is caused by exposure to heat (hot water bottles) electric blankets, radiators, hot liquids, irons, steam irons, hot objects and so on)
- Where the damage is caused by improper cleaning or care
- Seat sheens
- If any other additional substance or finishing (e.g. stain guard) is found, all guarantee claims are void The exceptional cases listed above are just a few examples and are not comprehensive. All guarantee claims will be checked individually by ADO Goldkante GmbH & Co. KG. The legal guarantee is unaffected by the five-year guarantee.
Section 7 – Liability
- We are liable for deliberate or grossly negligent behaviour as well as for non-compliance with guarantees, for assuming a procurement risk and for culpable injury to life, limb and health. Moreover, we are also liable in accordance with the German Product Liability Act.
- Incidentally, our liability in the event of slightly negligent breach of duty is limited to preventable damage typical for the contract. This limitation of liability applies to contractual as well as statutory claims, as well as for the personal liability of our white-collar workers, employees, blue-collar workers, representatives and fulfilment support.
Section 8 – Payment
- We provide a four per cent discount for payments made within ten days after invoicing; payments made within 11 to 30 days after invoicing need to be made in net cash.
- The postage stamp is decisive for determining the date of settlement of payment. For bank transfers, the previous day of credit entry by our bank is considered the date of settlement of payment.
- If the buyer involves a centralised authority (such as a purchasing association) in the payment, then the receipt of the sum of money into our account is decisive for determining the date of settlement of payment.
- Payments are always initially used to compensate for accrued interest and thereupon for settling the oldest outstanding receivable.
Section 9 – Withholding performance in the event of default of payment
In the event of default of payment, threats of insolvency or other significant deterioration of the buyer’s financial circumstances, we are entitled to make all additional deliveries from existing contracts dependent on the buyer providing advance payment or providing some other form of security. Furthermore, we are entitled to demand compensation for all existing payment claims in cash from the buyer within a reasonable extension of 12 days, discontinuing all agreed terms of payment. After the end of this period we are entitled to withdraw from all existing contracts with the buyer and demand compensation for damage instead of the payment.
Section 10 – Set-off
The set-off with and the retention of outstanding invoices is only permitted for uncontested counterclaims or ones that have been recognised by declaratory judgment. This also applies in the case of our cessation of payment. Other deductions (such as postage) are not permitted.
Section 11 – Retention of title
- The product remains our property until we have been fully compensated with all of the receivables arising from our business relationship with the buyer. This retention of title also remains intact when individual receivables are added to an existing account and the balance is drawn and recognised.
- If the buyer combines mixes or processes the reserved goods with a movable item, this occurs for us, as the manufacturer, in accordance with Section 950 of the German Civil Code, and does not cause any obligations to arise on our part. Because of this, the buyer does not acquire ownership of the new item through combination, mixing or processing. If the reserved goods are combined with items that do not belong to us, we acquire co-ownership of the new items in accordance with the relationship between the invoice value of the reserved goods and the total value of all attached items.
- If the buyer has involved a centralised authority (such as a purchasing association) in the transaction with us, then our retention of title for the reserved goods as well as all of the security rights replacing the buyer only cease once we have received the payment for the purchase price from the central authority.
- The buyer is entitled to resell the product in the standard course of business, provided that he or she has not defaulted on the payment and that his or her financial circumstances have not significantly deteriorated.
- The buyer hereby assigns all receivables including all ancillary rights from the resale of the reserved goods – including any balance demands – to us. If the product has been processed, mixed or blended, and we have obtained co-ownership in the amount of the invoice value of the reserved goods, we are entitled to a corresponding share of the purchase price claim. If the buyer has sold the receivable as part of genuine factoring, then the buyer assigns the receivable that replaces their receivable against the factor to us, and forwards us a portion of his or her sales proceeds corresponding to the value of our rights to the product. The buyer is obligated to show the factor the assignment if the factor finds that there is a default in the settlement of a bill or if the buyer’s financial circumstances have significantly deteriorated.
- We accept the aforementioned assignments from the buyer. The buyer is authorised to collect the assigned receivables provided that he or she has not defaulted on payment and that his or her financial circumstances have not significantly deteriorated. As soon as the authorisation for receivables collection ceases for the aforementioned reasons, we are authorised to inform the buyer’s customers regarding the assignment of receivables and to collect the receivables ourselves. The buyer must provide us with the necessary information for enforcing the assigned receivables and must permit the inspection of this information. Whenever we request it, the buyer must provide us a detailed description of the receivables to which he or she is entitled with the names and addresses of the customers, the amounts of the original receivables, the invoice date and so on.
- If the value of the securities that were ordered on our behalf exceeds our total receivables by more than ten per cent, then we are obligated to release the securities of our choice if the buyer demands this.
- The buyer is not entitled to pledge or chattel mortgage the reserved goods or the receivables assigned to us. The buyer must immediately notify us of pledges of the reserved goods or the assigned receivables and indicate the pledgee. Furthermore, the buyer must provide us with all information and documents that are required to protect our rights. The enforcement officer or third party must be notified of our property. The buyer bears all costs incurred by cancelling the access and replacing the reserved goods insofar as they cannot be collected from third parties.
- If the buyer behaves contrary to the contract, especially in the event of default of payment, we are entitled to recall the product. Product recall does not represent a withdrawal from the contract, insofar as we have not expressly indicated that this is the case in writing. We are authorised to realise the recalled reserved goods at our discretion. The realisation proceeds are to be charged to the accounts payable of the buyer minus reasonable realisation costs.
- The buyer must store the reserved goods free of charge and secure them with standard coverage against common hazards such as fire, theft and water. The buyer hereby assigns his or her claims for compensation that arise from damage of the type mentioned above against insurance agencies or other parties liable for compensation in the amount of the invoice value of the reserved goods. We accept this assignment.
- In principle, the buyer is permitted to factor his or her receivables. However, he or she must inform us before entering into contingent liabilities.
Section 12 – Sample materials, general sales aids and sales documents
- All kinds of sample presenters, samples and sales aides are handed over to the buyer in return for a contribution towards costs. They remain our property. Upon termination of the business relationship, these must be returned to us in perfect condition.
- The buyer will not be reimbursed for his or her contribution towards costs after he or she has returned the sample presenters, samples and sales aides.
- The buyer will not be remunerated for samples that are returned eight weeks after the order date during the existing business relationship.
Section 13 – Place of jurisdiction and applicable law
- The place of jurisdiction for all claims arising from the contractual relationship is Frankfurt am Main, Germany. However, we are also entitled to sue the buyer at his place of residence or business.
- German law applies; the UN Convention on the International Sale of Goods is excluded.
As of: January 2017