General Terms and Conditions of Sale (“GSC”)
General Terms and Conditions of Sale (“GSC”)
1.1 These Terms of Sale ("GSC") apply to the agreements between you ("Customer") and us, the Companies:
DEE GmbH, Buchenstraße 44, D-89558 Böhmenkirch
District Court Ulm HRB 733793, VAT ID No.: DE 306016136
DEE Protection GmbH, Buchenstraße 44, D-89558 Böhmenkirch
District Court Ulm HRB 743687, VAT ID No.: DE 306016136
represented by the managing director Alexander P. Adelmund ("DEE" or "we" / "us") contracts for goods and products of DEE, unless expressly agreed otherwise by written agreements between you and us. Deviating or conflicting conditions are not recognized by us, unless we have expressly agreed to them.
1.2 These GSC apply to all our business relationships with our customers, including all future transactions with our customers.
II. Proof of the customer's entrepreneurial status
Our offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB. We can therefore demand before conclusion of the contract that the customer sufficiently proves his entrepreneurial status to us, for example by stating his VAT identification number or by other suitable proof. The data required for proof must be provided completely and truthfully by the customer.
III. Conclusion of contract
3.1 The presentation of the product range, e.g. on the DEE website or in a DEE catalogue, does not constitute an offer within the meaning of §§ 145 ff. BGB, but an invitation to order (invitatio ad offerendum).
3.2 The customer can make a request via the DEE website or by other means. We will then send the customer a non-binding offer. The commissioning of us with the dispatch of the goods or the order of the goods by the customer is considered a binding contract offer.
3.3 Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of receipt by us. A purchase contract ("contract") is concluded at the latest by the order confirmation from us (by e-mail) or by sending the goods.
3.4 The customer shall provide us with the appropriate information, texts, designs, logos, images or other files required for the individual design of the goods via the online product inquiry on DEE's website or by e-mail, as agreed, but at the latest immediately after conclusion of the contract. Any specifications for file formats must be observed.
IV. Delivery periods and dates
4.1 Deadlines and dates for deliveries and services promised by us are always non-binding, unless a fixed deadline or a fixed date has been expressly promised or agreed. The delivery date chosen by the customer is only binding if it is confirmed by us in writing.
4.2 The commencement of delivery periods and compliance with the delivery date presupposes the timely and proper fulfilment of the customer's obligations (in particular the release of production samples). The defense of non-performance of the contract remains reserved.
If we were to be in default of delivery, we shall be liable in the amount of a lump sum for damages caused by delay ("penalty"). The lump sum for damages amounts to 0.5% of the net price (delivery value) of the delayed products for each completed calendar week of delay, but in total the customer may not exceed 5% of the net price of the total delivery that was not delivered on time as a result of the delay. We reserve the right to prove that the customer has incurred no damage at all or only a significantly lower damage than the above lump sum. This clause does not apply if we are in default of delivery intentionally or through gross negligence as well as in the case of claims due to injury to life, limb and health, in the event of the agreement of a fixed delivery date in the legal sense as well as the assumption of a performance guarantee or a procurement risk according to § 276 BGB and in the case of legally mandatory liability. In all other respects, Section XIII of these GSC shall apply.
4.4 Change requests by the customer after the order has been placed shall postpone the delivery date by a reasonable period.
4.5 The beginning of delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier or other third party commissioned with the transport (e.g. logistics companies).
4.6 We reserve the right to over- or under-delivery of up to 10% customary in the trade. The costs incurred shall be borne by the recipient unless otherwise agreed.
V. Force majeure and self-supply
5.1 If we receive deliveries or services from our subcontractors for the provision of our owed contractual delivery or service for reasons for which we are not responsible, despite proper and sufficient congruent hedging transaction, not correctly or not in time, or events of force majeure of not insignificant duration (i.e. with a duration of more than 14 calendar days) occur, we will inform the customer in good time in writing or in text form. In this case, we are entitled to postpone the delivery by the duration of the hindrance or to withdraw from the contract in whole or in part because of the part not yet fulfilled, insofar as we have fulfilled our obligation to provide information and have not assumed the procurement risk or a delivery guarantee. Force majeure includes strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks or obstacles through no fault of our own, operational disruptions of any kind beyond our control and for which we are not responsible, as well as difficulties of delivery or subsequent performance due to an epidemic or pandemic (e.g. the Covid-19 pandemic).
5.2 If a delivery date or a delivery period has been bindingly agreed and if the agreed delivery date or the agreed delivery period is exceeded due to events according to clause 5.1, the customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period due to the part not yet fulfilled. Further claims of the customer, in particular those for damages, are excluded in this case.
5.3 The above provision pursuant to Section 5.2 shall apply mutatis mutandis if, for the reasons stated in Section 5.1, it is objectively unreasonable for the Customer to continue adhering to the contract even without a contractual agreement on a fixed delivery date.
VI. Performance and delivery, transfer of risk, acceptance, default of acceptance, partial delivery
6.1 We are only obliged to pay from our own stock. A procurement risk shall only be assumed by us, if this has been expressly agreed in writing.
6.2 At the customer's request, we will deliver the goods in respect of which a contract has been concluded with the customer to the shipping address specified by the customer in the order or have them delivered by third parties. Delivery takes place ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
6.3 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk.
6.4 If the customer is in default of acceptance, fails to cooperate or if the delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this we charge a lump-sum compensation in the amount of 0.25% of the invoice amount of the products to be stored for each week or part thereof, but in total no more than 5.0% of the invoice amount of the agreed delivery, starting with the delivery period or – in the absence of a delivery period – with the notification of readiness for dispatch of the goods. The proof of a higher damage and the statutory claims of us (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; the lump sum is to be offset against further monetary claims. The customer is entitled to prove that we have incurred no damage at all or only a significantly lower damage than the above lump sum.
6.5 We are entitled to partial deliveries and partial services if these are of interest to the customer according to the purpose of the contract and / or are reasonable for the customer and the customer does not incur any significant additional expenses as a result.
VII. Prices and terms of payment
7.1 Unless otherwise agreed, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax as well as transport or shipping costs. For shipping within Germany, we charge a flat rate for postage and packaging of EUR 11.90 plus VAT per order and per packaging unit. For example, a packaging unit is a maximum of 50 shirts. For other items, a packaging unit may contain different quantities. These and the prices for shipping to other countries can be requested from customer service at any time. Shipping costs will be invoiced separately.
7.2 Unless otherwise agreed, the purchase price is to be paid within 14 days of invoicing and delivery. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.
7.3 Upon expiry of the above payment period from para. 7.3 the customer is in default. In this case, we are entitled to demand default interest in the amount of 9 percentage points above the respective base interest rate of the Deutsche Bundesbank p.a. We reserve the right to claim further damages.
7.4 The buyer is only entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights shall remain unaffected.
7.5 Incoming payments are first used to repay the costs, then the interest and finally the principal claim according to their age.
7.6 Objections to invoices issued must be raised immediately, but no later than 6 weeks after the invoice date, without this affecting the due date. The undisputed part of the invoice is to be paid in any case when the invoice is due. We may use trusted third parties to process payment for the Services as follows: In the event of default of payment by the customer, we may assign our claims to a collection agency and transfer the customer's personal data required for payment processing to this third party. If third parties are involved in payment processing, payment to us shall only be deemed to have been made when the amount has been made available to the third party in accordance with the contract, so that the third party can dispose of it without restriction.
VIII. Retention of title
8.1 Until full payment of all current and future claims of us from the purchase contract and an ongoing business relationship (secured claims), the goods remain our property.
8.2 The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) access goods belonging to us.
8.3 In the event of breach of contract by the customer, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for surrender does not at the same time include the declaration of withdrawal; rather, we are entitled only to demand the return of the goods and reserve the right to withdraw from the contract. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.
8.4 Unless a revocation has been declared in accordance with Section 8.6, the customer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally.
8.5 The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in their entirety or in the amount of any co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the customer mentioned in clause 8.2 shall also apply with regard to the assigned claims.
8.6 In addition to us, the customer remains authorised to collect the claim. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no defect in his ability to pay and we do not assert the retention of title by exercising a right pursuant to Section 8.3. However, if this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the customer's authority to resell and process the goods subject to retention of title.
8.7 If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.
IX. Rights to images, logos, motifs, designs and other print data, indemnification
9.1 The customer is solely responsible for the content of the images, logos, motifs, designs and other print data ("print data") provided by the customer. He must ensure that he has the copyright, trademark or other rights to all print data transmitted to us for the respective commissioned use and that the print data is free of third-party rights. All consequences arising from a possible violation of these rights shall be borne solely by the customer. He is obliged to indemnify us against all claims of third parties asserted by them due to the infringement of their rights due to processing, duplication and use of the transmitted print data in accordance with the order placed. In this case, the customer must also reimburse us for any defence costs and other damages incurred in this context. We reserve the right to reject orders received within the statutory acceptance period if it becomes known or suspects during the ordering process that print data infringes the rights of third parties or legal regulations.
9.2 The customer assures that the contents of the transmitted print data do not violate applicable prohibition standards and have no illegal content. This includes in particular offensive, defamatory, pornographic, racist, inciting or comparable content, as well as content that violates personal rights, copyrights, trademark rights or other rights of third parties. If we become aware of any violations of these assurances, we will contact the relevant law enforcement authorities.
X. Technical and design deviations
10.1 When fulfilling the contract, we expressly reserve the right to deviate from the descriptions and information in the electronic documents with regard to fabric texture, colour, weight, dimensions, design or similar features, insofar as these are reasonable for the customer placing the order. Reasonable reasons for change may arise in particular from customary fluctuations and technical production processes.
10.2 Deviations and tolerances:
When processing fabrics, dimensional differences of 2% – 5% cannot be ruled out and are therefore no reason for complaints and claims.
XI. Dispatch of samples, release, documents
11.1 The customer usually receives a production sample. Unless otherwise agreed, this must be released by the customer within 2 working days after delivery or complain about alleged deviations from the order. Samples must be returned at the latest by the date stated on the delivery note. An extension of the deadline is only possible after written agreement.
11.2 If the production sample is released in due time or if the customer does not give notice of the production sample in due time, the content of the order confirmation and the production sample of DEE shall be binding on both sides.
11.3 If the customer requests corrections of the production sample after the release of the production sample or after expiry of the afore-mentioned period, the additional expenditure caused by this will be calculated according to the working time and material consumption spent and invoiced separately to the customer. Any delay caused by the customer's request shall not be borne by us.
11.4 We reserve all rights to illustrations, drawings, weights and dimensions as well as calculations and other documents provided to the customer. They are to be treated as strictly confidential and may not be reproduced, published or otherwise made accessible to third parties without our express written consent. At our request, these documents must be returned or deleted immediately
12.1 The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise specified below.
12.2 The basis of our liability for defects is above all the specific written agreement on the quality, characteristics and performance characteristics of the goods. Under no circumstances do we assume any guarantee in the legal sense for the quality of the goods. Information on the goods in catalogues, price lists and other information material provided by us to the customer constitutes neither a guarantee nor an indication of quality.
12.3 If the quality has not been agreed, it is to be assessed according to the statutory regulation whether a defect exists or not (§ 434 para. 1 sentence 2 and 3 BGB). However, we assume no liability for public statements by the manufacturer or other third parties (e.g. advertising statements) to which the customer has not pointed out to us as decisive for his purchase.
12.4 We are not liable for defects that the customer knows at the time of conclusion of the contract or grossly negligently does not know (§ 442 BGB). Furthermore, the customer's claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations (§§ 377, 381 HGB). In the case of goods intended for further processing, an inspection shall in any case be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at a later date, this must be reported to us immediately in writing. In any case, obvious defects must be reported to us in writing immediately, but no later than two weeks after delivery and defects not recognizable during the inspection, immediately upon discovery.
12.5 If the delivered item is defective, we can initially choose whether we provide supplementary performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). The right to refuse subsequent performance under the statutory conditions remains unaffected.
12.6 We are entitled to make the supplementary performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in relation to the defect.
12.7 The customer must give us the time and opportunity necessary for the subsequent performance or replacement delivery owed, in particular to hand over the rejected goods for inspection purposes. We can also demand from the customer that he returns the rejected goods to us at his own expense. If a notice of defects by the customer proves to be unjustified, he is obliged to reimburse us for all expenses incurred in this connection - e.g. travel or shipping costs. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. #
12.8 We shall bear or reimburse the expenses necessary for the purpose of inspection and supplementary performance, in particular transport, travel, labour and material costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, we may demand compensation from the customer for the costs incurred from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.
12.9 If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the event of an insignificant defect, however, there is no right of withdrawal.
12.10 The limitation period for the warranty claim is 12 months from the date of delivery to the customer. If we remedy the defect for the purpose of supplementary performance, the limitation period shall be suspended for the duration of the remedy of the defect; It shall be extended accordingly. In the event of replacement delivery of a new item, a new limitation period of 12 months begins for claims for defects. Section XIII. remains unaffected.
12.11 Claims of the customer for damages or reimbursement of futile expenses exist even in the case of defects only in accordance with Section XIII and are otherwise excluded.
13.1 Unless otherwise stated in these GTC, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
13.2 We shall be liable for damages – irrespective of the legal grounds – within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable:
a) for damages resulting from injury to life, limb or health,
b) for damages resulting from the breach of a material contractual obligation (obligation the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); ; in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage. The parties agree that the typically foreseeable damage for the individual event does not exceed an amount of EUR 15,000.
13.3 The limitations of liability resulting from Section 13.2 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) for whose fault we are responsible according to statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been assumed for the quality of the goods and for claims of the customer under the Product Liability Act.
13.4 Due to a breach of duty that does not consist of a defect, the customer can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
XIV. Exclusion of liability for external links
We refer on our pages on the Internet with links to other pages on the Internet. The following applies to all these links: We expressly declare that we have no influence whatsoever on the design and content of the linked pages. Therefore, we hereby expressly dissociate ourselves from all contents of all linked pages of third parties and do not adopt these contents as our own. This declaration applies to all displayed links and to contents of the pages to which links lead.
XV. Data protection
XVI. Final provisions
16.1 Should any provision of these GSC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Instead of the wholly or partially invalid or unenforceable provision, such a valid or enforceable provision shall be deemed to have been agreed which comes closest to the aim and purpose pursued by the wholly or partially invalid or unenforceable provision in a permissible manner.
16.2 Changes and additions to the purchase contract and/or these terms and conditions of sale as well as ancillary agreements must be made in writing.
16.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationship shall be Ulm. This also applies if the customer does not have a general place of jurisdiction in the Federal Republic of Germany or has moved his usual place of residence abroad after conclusion of the contract. However, we are entitled to sue the customer at any other legal place of jurisdiction.
16.4 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Status: July 2022