General Order Terms and Conditions
Fell - Union GmbH
The terms and conditions stated below shall apply to any and all orders, also to future orders of the customer. Any alterations and additions shall become effective only when confirmed in writing. Our terms and conditions shall prevail, even if the customer should have made his own sales terms the basis of his order. The terms and conditions stated below shall apply only to companies,legal persons under public law and separate property under public law.
1. Conclusion of a contract
(1) All orders are legally effective only when confirmed in writing.
(2) On delivery or acceptance of merchandise at the customer’s warehouse, only the number of containers shall be accepted and receipted. Every lot shall be counted preliminarily and recounted on receipt as well as on sending off. In any event, the customer shall agree to accept our warehouse personnel’s statutory declaration in the event of piece number differences. After receipt of the merchandise, the customer shall receive an order confirmation subject to reservation of the piece quantity. After counting the lot, we shall name the determined piece quantity in case of any differences. A report will be sent after evaluating and sorting the goods.
(3) All waste products shall pass into our ownership.
2. Transport and storage
The transport and return transport of merchandise to and from the factory, between the factory and the partner factory, as well as the respective storage shall be effected only at the customer’s expense and risk. The customer’s merchandise stored at the factories or merchandise being processed is not insured against any risks. It is the customer’s business to take out insurance coverage himself.
Principally all prices are in Euros, plus the legal Value Added Tax. Calculation is based on the factory price list applicable at the time of the delivery of the processed merchandise to the customer. We reserve the right to charge additional fees for small quantities.
4. Delivery times
(1) All delivery times are subject to change without notice. However, we shall endeavor to adhere to them strictly, but cannot assume any liability in this respect.
(2) Any unforeseeable events which are not our fault, especially in cases of force majeure, shall give us the right to withdraw from the contract wholly or in part or to reasonably defer the time for completing the merchandise.
Packing basically shall be charged to the customer at cost and not taken back unless anything to the contrary has been stated on the delivery note or on the invoice.
6. Conditions of payment
(1) Unless anything to the contrary has been agreed, remuneration is due for payment before delivery after receipt of the invoice without any deduction.
(2) We have the right to charge due interest or interest on arrears in the amount of 3% above then actual rate of interest on cash account..
(3) If we accept any bill of exchange, payment shall be deemed to be effected only at the moment it has been honored; discount charges must be paid by the customer.
(4) If the customer should default in payment of an instalment or if his financial circumstances should worsen substantially, the total amount still outstanding shall become payable forthwith.
(5) The customer can offset or assert his rights of retention only on the basis of undisputed claims or claims recognized by declaratory judgement.We are fully entitled to rights of offsetting and retention.
7. Statute of limitations
Our wage claims become statute-barred after five years.
(1) When a lot of skins is sorted according to colour by us by order of the customer, the assortment shall be accepted by the customer.
(2) The customer is obliged to check the merchandise immediately after receipt. Complaints regarding detectable defects must have been received in writing at our company within 10 days at the latest after receipt of the merchandise, and those regarding hidden defects must have been received in writing at our company immediately, 10 days after discovery at the latest.
(3) Complaints may not be made about customary or slight deviations in quality, colour, quantity and weight.
(4) The customer is obliged to provide a sufficient number of rejected skins as supporting evidence.
(5) In case the complaints are justified, we shall be at liberty either to repair the defect by reworking or, at our option, to supply replacements.However, the customer shall have the right, if reworking was unsuccessful or replacements insufficient, to require reduction of the purchase price or, at his option, to withdraw from the contract at his discretion.
(6) The customer can reduce the purchase price, withdraw from the contract or demand compensation instead of performance due to a defect only after the unsuccessful expiration of an appropriate period which he fixed, in conjunction with a rejection threat, unless the fixing of a period is dispensable according to the statutory provisions.
(7) Every claim based on defects becomes statute-barred 1 year after delivery. This shall not apply in cases of § 438 Sec. 1 No. 2 and of § 634 a)Sec. 1 No. 2 of the BGB (Civil Code) and in case of fraudulent concealment of the defect. Furthermore, this shall not apply to claims for damages and expenses pursuant to § 634 No. 4 of the BGB (Civil Code) unless we are liable according to Sec. (1) of the following item 10 (claims for damage, withdrawal).
9. Exclusion of liability
(1) We shall not be liable for defects which are due to the nature of the raw materials, e.g. from drying damage, salt damage, scrape damage,abnormal hair growth, etc.
Furthermore we shall not be liable for latent defects of the raw materials or those which first become visible in the course of processing. We shall not be liable for latent raw material defects in musquash which are created by a secretion of the side glands and first become visible in the course of processing.
(2) We shall not be liable for:
a) long-term lightfastness;
b) colour deviations and varying nuances which originate from the natural hair colour or varying hair structure;
c) exact matching to the sample for fashion colours;
d) full preservation of the hair structure and leather quality with bleaching colours;
e) lightfastness in beautifying and full bleaching;
f) defects which occur during further processing of external processing or during refinishing or redyeing of dyed or worn merchandise or during the processing of merchandise that has already been pretreated by another third party (e.g. by hunters, collectors, breeders etc.)
g) merchandise we delivered that contains substances which must not be contained according to the statutory rules and regulations, unless a certified test report on the non-existence of such substances is enclosed with the delivered merchandise;
h) even results or results matching samples in plates, linings or bodies which are composed of skins, pieces, tails or claws because these cannot be guaranteed in the countries of origin due to varying pretreatments;
i) the insolubility of the dyeing;
k) colour, bleach and leather defects in new processes within one year after introduction;
l) ageing damage which occurs as a result of improper storage;
m) the insolubility and unrestricted cleanability of velour and nappa refining;
n) matting of raw materials which have been treated with sawdust;
10. Claims for damage, withdrawal
(1) We shall be liable for damages in cases of negligent or gross breaches of duty by a legal representative or a vicarious agent, and in case of injury of life, of body and of health. In case of the breach of essential contractual obligations by our legal representatives and executives, we shall only be liable for contract-typical and foreseeable losses, however liability for loss of profit and for consequential damages from defects shall be excluded. Further claims for damages do not exist.
(2) The customer can withdraw only if we are at fault.
(3) We are entitled to the right of rescission and right to damages and compensation of expenses undiminished to the legal extent.
11. Charging lien and securities
(1) With the delivery of the merchandise to be processed, the customer shall create a contractual pledge for us due to all present and future claims including those in settlement of a balance from a mutual account. Our legal rights of lien and retention shall not be affected.
(2) If the processed merchandise is delivered to the customer without full payment, the customer shall transfer title to the merchandise to us in order to secure the claims stated in the foregoing section (1) at the time of the delivery of the merchandise. The delivery shall be replaced in that he takes the merchandise into custody for us until complete payment. The charging lien and the custody shall also extend to the merchandise that the customer produces with this through processing.
(3) The customer shall have the right to resell, but not pledge or assign by way of security, the merchandise assigned to us by way of security in the regular course of business. He shall herewith assign to us in advance his claims and rights from the relevant sales and/or from §§ 947 et seq. of the BGB(Civil Code) or from a mutual account with his purchaser by way of security,limited in scope to the amount of the invoice value of the service rendered by us. On request, he is obliged to inform us of the names of the third party debtors and his claims against these debtors and to notify these debtors of the assignment.
(4) The customer’s authority to resell the merchandise assigned to us by way of security in the regular course of business shall end with his cessation of payments or when a motion has been made to institute bankruptcy proceedings against the purchaser’s assets. In this case and if the customer fails to comply with his duties according to this item11 (Charging lien and securities), we are entitled to withdraw and take back the security merchandise. In this case we are required to deliver the merchandise still in our possession only concurrently against payment of all claims that we have against the customer.
(5) The customer must immediately inform us of seizures and other attachments of third parties which shall affect our rights from the charging lien. The customer must insure the collateral merchandise as external merchandise in the customary manner and furnish proof of this on request.
12. Place of jurisdiction, applicable law
(1) At our choice, either the ordinary Court or the court of arbitration of Deutscher Pelzverband (German Fur Association) in Frankfurt am Main, Germany shall be competent for all disputes. In the event of proceedings in which Fell-Union is the proper defendant of the claim, we are obliged to inform the customer of our choice on request within 10 days, in urgent cases immediately. In the event that a choice is not made or is delayed, the ordinary Court shall be competent. Insofar as ordinary Courts are competent, Backnang shall be the exclusive place of jurisdiction. Action may be filed against the customer at his general place of jurisdiction.This shall also apply to summary procedures, special procedures deciding Claims arising out of a bill of exchange and actions for assertion of a claim concerning payment of a cheque. The foregoing regulation of this Sec. (1) shall apply only in as far as the customer is a businessman, a legal person under public law or a separate property under public law.
(2) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Sales Convention.
The company is a limited liability company, registered at Murrhardt.
Trade register of Stuttgart HRB 732911
Managing Director: Kai Haacke
As of: March 2016