Terms and Conditions

General terms and conditions of delivery and payment (as of July 24, 2024) These terms and conditions of delivery and payment apply to all transactions, including future ones, even if we have not expressly referred to them again.

1. Exclusive validity Orders will only be accepted and executed in accordance with the following conditions in their latest version. Deviating terms and conditions of the customer only apply if we have expressly acknowledged them in writing. Silence does not constitute acceptance. Subsidiary agreements, changes and additions to our terms and conditions also require our written confirmation to be effective. The uniform conditions of the German textile industry in their currently valid version also apply unless the following conditions stipulate otherwise.

2. Offers and contracts Our offers are subject to change and non-binding. A binding delivery contract is only concluded on the basis of an order when we have confirmed the order in writing or have delivered the ordered goods. The customer is bound to his order for 18 days after the expiry of the delivery period stated in the order; if such a delivery period is not stated, the obligation ends one month after the order is placed. We are entitled to partially reject an order; the delivery contract is concluded to the extent accepted by us if the customer does not object immediately after receiving the written order confirmation or the goods.

3. Shipping and transfer of risk a) Shipping is at the customer's expense. b) The risk is transferred to the customer when shipping begins; this also applies if, contrary to 3a), we pay the transport costs to the destination. If the shipment of the goods is delayed at the customer's request, the risk is transferred to him at the latest as soon as we notify him that the goods are ready for shipping. Irrespective of this, the customer is obliged to reimburse us for the damage caused by the delayed acceptance and all costs incurred by us as a result. c) In all cases, even if, contrary to 3a), delivery was agreed to be carriage paid to the destination, the customer must pay the transport costs immediately or present them interest-free upon request. d) We will arrange shipping at our best discretion, but exclude liability for choosing the cheapest and fastest shipping method. The customer's shipping instructions are only binding for us if we have confirmed them in writing. e) We will only take out transport insurance upon written request and at the customer's expense.

4. Delivery delays a) We will endeavour to meet the specified delivery deadlines. b) Compliance with the delivery date requires that the customer provides the documents, approvals, etc. required by him in good time and that any agreed down payment is received by us by the agreed date. If the customer does not meet these obligations in good time, the delay will be for the period of time of his delay. c) If we exceed a delivery deadline, for whatever reason (subject to the provisions in the following paragraph), the customer can withdraw from the contract after having unsuccessfully given us a grace period of 1 month by registered letter. The customer is not entitled to any further claims, in particular claims for damages. d) In cases of force majeure, which include, in addition to war, mobilization, civil unrest, confiscation, strikes, lockouts, fire, explosions, shortages of materials, shortages of employees, machine breakdowns, other unforeseen operational disruptions and delays in transport as well as the absence or delay of deliveries ordered or expected by us, the agreed delivery date will be postponed for the duration of these events, but by a maximum of 3 months. This also applies if the force majeure event occurs during an existing delay. If the new delivery date is exceeded, the rights of the customer are determined in accordance with the previous paragraph. We are entitled to withdraw from the contract if a case of force majeure still occurs after the expiry of the new delivery date.

5. Warranty and liability a) We guarantee, in accordance with the following provisions, that our goods are free from material and liability defects. The assurance of special properties is only effective if we confirm it in writing. b) The burden of proof for the defectiveness of our deliveries lies with the customer. c) The customer is obliged to try to enforce warranty claims against our suppliers before making a claim against us. For this purpose, we will assign our own warranty claims against these suppliers to the customer on request. d) The customer is obliged to inspect the goods immediately upon receipt for defects and completeness. We are only liable for visible defects, including missing guaranteed properties, if they are reported to us immediately, at the latest within 2 weeks of receipt of the delivery by registered letter. We are only liable for non-visible defects, including missing guaranteed properties, if they are reported to us immediately after discovery by registered letter. This also applies to quantity errors. e) If defects are reported in good time, the customer has the right, at our discretion, to delivery of new goods against return of the defective goods, to reimbursement of the price against return of the defective goods, or to a reduction in the price while retaining the defective goods. As long as we have not decided in writing to reduce the price, the customer is not entitled to carry out rework or other changes to the goods in question or to transport the goods to a location other than the place of dispatch without our written consent. The same applies to the lack of guaranteed properties. If the customer does not make the goods in question available to us upon request or sells or uses the goods, all warranty claims are void. f) Any rights of the customer that go beyond the above claims, in particular claims for damages due to the aforementioned or other faulty or non-faulty performance or breach of contract, in particular claims for lost profits or compensation for other consequential damages, are excluded both against us and against the persons we engage to fulfil the contract. This does not apply if the damage is based on an intentional or grossly negligent breach of contract by one of our legal representatives and/or vicarious agents. With this restriction, we are also not liable for disadvantages that arise for the customer due to the provisions of industrial property rights when reselling, using the goods for their own purposes or when sending our deliveries abroad. g) As long as a defect and a resulting warranty claim in terms of type and amount have not been acknowledged by us in writing or legally established, the customer is not entitled to refuse acceptance of the goods, to offset any alleged warranty claims against the purchase price claim or to assert a right of retention.

6. Incorrect, under- and over-deliveries a) The provisions on complaints, proof of defects and the exclusion of counterclaims (Section 5 b to d, f) apply accordingly to the assertion of incorrect, under- and over-deliveries. b) If an incorrect delivery is asserted in good time, the customer is entitled to delivery of the agreed goods against return of the incorrect delivery.

7. Payment a. Unless otherwise agreed in writing in individual cases, our prices ex warehouse at the time of conclusion of the contract apply, plus statutory sales tax. The costs of packaging will be invoiced separately. Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs remain reserved for deliveries that take place 3 months or later after conclusion of the contract. In the context of a mail order sale, the buyer must bear the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. In the event that we do not invoice the transport costs incurred in individual cases, we will charge a flat rate for transport costs (excluding transport insurance). Any customs duties, fees, taxes and other public charges must be borne by the buyer. b. Payments with a debt-discharging effect can only be paid into the account of Nicolette Marr, Consorsbank, IBAN DE36 7012 0400 8388 3970 05 BIC DABBDEMMXXX. The deduction of discounts is only permitted with a special written agreement. Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation. The buyer is in default if the above payment period expires. During the delay, the purchase price is subject to interest at the applicable statutory default interest rate according to Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of eight percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further damages for delay. In the case of merchants, our claim to commercial interest on maturity according to Section 353 of the German Commercial Code (HGB) remains unaffected. c. If, after conclusion of the contract, it is foreseeable that our claim to payment of the purchase price is at risk due to a lack of performance on the part of the buyer (e.g. by filing for insolvency proceedings), we are entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). In the case of contracts in which the production of non-fungible items (custom-made items) is owed, we can declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.

8. Retention of title a) We retain title to the goods delivered by us (reserved goods) until all of our claims from the business relationship with the customer have been paid in full, in particular from any current account balance. The customer is entitled, as long as he is not in default of payment, to sell the reserved goods only as part of his proper business operations. b) The customer hereby assigns to us all claims arising from the resale as a security measure. With regard to the collection of these claims, the buyer is considered a trustee with the express obligation to immediately transfer the collected amounts. We have the right to revoke the authorization to collect the claim and to collect the claims ourselves. However, we will not generally make use of this right as long as the buyer properly meets his payment obligations. The customer must notify his customers of the assignment upon request. He is also obliged to provide us with the names of the buyers and the amount of the assigned claims upon request and to provide us with all information that is required to assert the assigned claims. c) The reserved goods must be treated with care by the purchaser and adequately insured against all usual risks, in particular fire, theft and water hazards. We have the right to request proof of insurance cover. d) The purchaser must immediately notify us of any third-party access to the reserved goods or claims assigned to us. He will bear any intervention costs incurred. e) The purchaser is obliged to retain title to the goods if he resells the reserved goods on credit. f) If the value of our securities exceeds our delivery claims by more than 20%, we are obliged to transfer back the excess amount at the purchaser's request. We are entitled to choose.

9. Place of performance The place of performance for both parties is Berlin.

10. Place of jurisdiction Provided that the customer is a registered merchant, the exclusive place of jurisdiction for all disputes arising from this business relationship - including documentary proceedings - is Berlin.

11. Partial invalidity a) The invalidity or unenforceability of individual contractual provisions does not affect the validity of the remaining provisions. b) An invalid or unenforceable provision shall be replaced by the permissible provision that comes closest to the economic purpose pursued by the invalid or unenforceable provision.

12. Applicable law The legal relationships between the parties are subject to German law.

Marr & Reineke GbR Flemmingstraße. 35 12555 Berlin