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General terms and conditions

FER – Good to know

Feldhues Moden GmbH & Co. KG
Holsterfeld 29
48499 Salzbergen (Germany)

Terms and conditions of business
§ 1 Place of fulfillment
Place of fulfillment for all services arising from the contract of delivery is the place of the seller’s commercial settlement.

§ 2 Place of jurisdiction
Sole jurisdiction is Salzbergen, Lingen.

§ 3 Subject terms of contract
1. The order shall be deemed accepted by the seller as soon as an order confirmation has been sent or if at least eight weeks have passed since order placement without objection against the order on the part of the seller.

2. All sales are concluded solely on specified dates of delivery, quantities, items and qualities. Both parties shall be bound hereto.

3. However, block orders are allowed and can be regulated in implementation rules.

4. Rescheduling within the framework of the order placed shall be allowed solely in mutual agreement. Corresponding details can be regulated in implementation rules. Beyond that, no cancellation of orders shall be conducted.

5. The goods obtained by the seller may be sold at only at places agreed on in writing. If the purchaser sells the goods at other locations or if he sells the goods to third parties, the seller shall be entitled to withdraw from the contract, even in parts, in addition the seller is granted the right to reimbursement for ensuing damages.

6. Orders from foreign buyers originating from the member states of the single European market shall only be accepted if the seller has been provided with a valid VAT number of the purchaser. If it is not provided to the seller within 8 weeks after placement of order, the buyer shall be entitled to withdraw from the contract without special notice.

§ 4 Delivery
1. Delivery of goods shall be executed ex works. The shipping costs shall be borne by the buyer.

2. In the case of delivery from an external warehouse, freight shall be invoiced ex works; instead of that, a flat warehouse fee can be invoiced.

3. In cases of shipment by rail, the carriage or freight charge from the factory to the rail depot is not invoiced.

4. Packing will only be charged when shipment is executed in boxes or when the buyer requests a special form of packaging. If the boxes are returned freight free and in usable condition within 2 months, the previously invoiced amount will be credited to the buyer. If rented containers are used, the costs for freight shall be borne by the buyer and the rental costs by the seller.

5. Unsorted partial shipments shall only be allowed with the buyer’s agreement.

6. Goods shall be forwarded uninsured unless otherwise agreed.

7. If, due to the fault of the buyer, a delivery is not received on time, the seller, after setting a grace period of 10 days, may choose to issue a statement of accounts or rescind the contract or claim damages.

§ 5 Interruption of the delivery
1. In the event of force majeure, labor dispute action, authority interventions or such operational breakdowns that have lasted more than 1 week or will last presumably more than 1 week, the term of delivery or the term of acceptance shall be extended by implication by the period of impediment but no longer than 5 weeks plus the period of subsequent delivery. The extension does not occur if the other party has not been informed promptly about the reason for impediment as soon as it is clear that the aforementioned periods cannot be adhered to.

2. In the event that delivery or acceptance has not been executed on time, the other party to the contract shall be entitled to withdraw from the contract. However, this party shall be obliged to announce withdrawal at least 2 weeks before execution of it by registered letter or by fax.

3. In the event that the impediment took more than 5 weeks and if the other contracting party is not informed promptly on request that delivery, respectively or acceptance would be executed on time, the other contracting party shall be entitled to withdraw from the contract immediately.

4. In the aforementioned cases, neither party shall be entitled to claims for damages.

§ 6 Extension of the delivery period
1. After expiration of the delivery period, it is extended without explanation for a duration equaling the delivery period but no longer than 18 days. After expiration of the extended delivery period, withdrawal from the contract shall be deemed executed, under the exclusion of claims for damages, if the buyer does not demand within 14 days that the contract be fulfilled. However, the supplier will be released from his delivery commitment if he requests explanation from the buyer during the extended period of delivery or after its expiration whether he demands fulfillment of the contract and if the latter does not respond promptly. Transactions for delivery by a fixed date shall not be entered into.

2. If the buyer wants to claim compensation due to nonfulfillment, or if he wants to withdraw from the contract, he has to set an extension of the period of delivery of 4 weeks to the seller in conjunction with the warning that he will reject any fulfillment after expiration of this deadline. The extension of the period of delivery starts from the date on which the message is sent by the buyer via registered letter or fax. These provisions shall also apply if the buyer demands contract fulfillment according to paragraph 1, sentence 2.

3. For stock goods ready for dispatch, the extended delivery period does not exceed 5 days. In all other respects, the provisions of paragraphs 1 and 2 apply.

4. Before expiration of the extended delivery period, claims from the buyer due to delayed delivery shall be excluded.

§ 7 Complaints
1. Complaints shall be sent to the seller at the latest within 2 weeks after receipt of the goods.

2. Any complaints are excluded after cutting or the start of any other kind of processing of the delivered goods.

3. Customary or small technically unavoidable deviations in quality, color, width, weight, finish or design may not be claimed.

4. In the case of justified complaints, the seller reserves the right to carry out subsequent corrections or deliver replacement goods free of defects within 10 days after receipt of the returned goods.

5. After expiration of the deadline mentioned under subparagraph 4, legal provisions apply.

6. In case of hidden defects, legal provisions apply.

§ 8 Payment
1. The invoice will be issued on the day of delivery or on the day of provision of the goods. Any postponement of the due date (value date) shall be principally excluded. Insofar as early delivery is justified in the interest of the contract parties, the implementing regulations may establish exceptions from this provision.

2. Invoices are payable: 1. Within 10 days from the date of invoice at an express payment discount of 2%; 2. From the 11th to the 30th day from invoice date at a discount of 2.25%; 3. From the 31st to the 60th day from invoice date net cash.

3. If in place of cash, check or bank transfer the seller accepts bills of exchange, a supplement of 1% of the bill of exchange’s amount shall be calculated at receipt of the bill of exchange after the net target from the 61st day.

4. Payments shall always be applied for settlement of the oldest debt due plus the accumulated interest upon it.

5. The date of the postmark shall be taken as the effective date of payment in all cases. In the case of bank transfers, the day before credit to the seller’s bank account is considered the day of payment clearing.

6. Goods at special prices have to be paid within 10 days net cash.

7. The prices indicated in the contract are valid as long as currency fluctuations Euro/currency of the buyer’s country do not exceed 2%.

§ 9 Delay of payment
1. For payments after the due date, interest for delay will be calculated to the amount of 3% above the Bundesbank discount rate.

2. The costs that have to be remunerated by the customer who has come into default of payment include costs accruing for the seller due to payment requests, in addition to all pretrial expenses for legal counsel enlisted by the seller with regard to the customer’s default, as well as all court, collection and solicitor costs that accrue to the seller in the event of legal recovery of debts or if bankruptcy petitions also have to be remunerated by the customer. In all cases, the seller shall be entitled to claim 15% of the total amount of the outstanding invoice as a replacement for pretrial costs as well as, in the event of legal action, for nonrefundable solicitor’s fees according to foreign law, subject to costs that go beyond that, if the latter have arisen provably to the seller.

3. Before complete payment of the invoice amounts due including default interest, the seller shall not be obliged to supply further deliveries from any other existing contract.

4. If the buyer is in default of payment or if there are any doubts about the buyer’s creditworthiness caused by negative information, the seller may suspend the target payment date and request payment in cash for any outstanding deliveries under any current contract before delivering the goods. The seller shall not be liable for delays arising as a consequence of the aforementioned doubts or negative information.

§ 10 Method of payments
1. Payments have to be executed by cash, check, bank, giro or postal check transfer.

2. Offsetting with claims that are in dispute and withholding due invoice amounts is not permitted; this does not apply in the event of suspension of payments by the seller. Other deductions (e.g. postage) are not permitted.

3. Bills of exchange, provided they are accepted, are accepted solely against reimbursement of bank, discount and collection charge. Bills of exchange and accepted bills of exchange with a term of more than 3 months will not be accepted.

§ 11 Reservation of proprietary rights
All delivered goods remain in the property of the seller until full payment of any outstanding debts of the customer resulting from the mutual business relation. This also applies to future claims. The purchaser buyer shall be entitled to sell the goods within the framework of regular business operation; the conditional buyer then assigns the claims realized to the conditional seller. Any pawning or safety transfer of these goods to the benefit of a third party is excluded without permission of the seller. The buyer has to give notice immediately if these goods are being pawned by third parties.

§ 12 Settlement of disputes

Any disputes arising from the contract shall be settled by a court of law or agreed arbitration court. If the arbitration court is not agreed to be exclusively responsible, the competence goes back to the initial court called upon.

§ 13
The unified condition of the clothing industry shall be agreed unless the above-mentioned provisions do not contain any special regulations.

As far as acknowledged items, designs/colors are not manufactured or do not reach the quantity that is necessary for reasonable manufacturing, the seller shall offer replacements to the buyer or shall the reserve the right to eliminate these items or designs/colors.

Designed in Germany, produced in Europe