Terms and conditions

§ 1 Scope of application

1. The standard terms and conditions in our B2B online shop apply exclusively between merchants. In addition to verifying your entrepreneurial status as part of the ordering process, we are entitled to request proof of your entrepreneurial status by submitting suitable and up-to-date evidence, e.g. an extract from the commercial register or business registration. 2. These terms and conditions also apply to future business relationships without us having to refer to them again. If the entrepreneur uses conflicting or additional terms and conditions, their validity is hereby objected to; they will only become part of the contract if we have expressly agreed to them.

§ 2 Contractual partner, conclusion of contract

The purchase contract is concluded with Ragman Textilhandel GmbH.

By placing the products in the online shop, we make a binding offer to conclude a contract for these items. You can put our products into the shopping cart without obligation and correct your entries at any time before sending your binding order by using the correction tools provided and explained in the order process. The contract is concluded by you accepting the offer for the goods in the shopping cart by clicking the order button. Immediately after sending the order, you will receive another confirmation by email.

§ 3 Place of performance, delivery and acceptance

1. The place of performance for all services arising from the delivery contract is the location of the seller's commercial establishment.

2. The goods are delivered from the domestic plant. The buyer bears these shipping costs. The buyer can determine the carrier. The goods are to be shipped uninsured. A delivery notification can be agreed.

3. Packaging costs for special packaging shall be borne by the buyer.

4. Sorted partial shipments that are ready for sale in the case of combinations must be made promptly and announced in advance. Unsorted shipments are only permitted with the buyer's consent.

5. If, due to the fault of the buyer, acceptance does not take place in time, the seller has the right, at his option, after a grace period of 12 calendar days has been set, to either invoice the goods with immediate maturity (backlog invoice) or to withdraw from the contract or to demand compensation.

§ 4 Contract Language, Storage of the Contract Text

The languages available for concluding the contract are German and English.

We store the contract text and send you the order data and our terms and conditions by e-mail. You can view the contract text in our customer login.

§ 5 Place of Jurisdiction

The place of jurisdiction (including for actions on bills of exchange and cheques) shall be, at the plaintiff's option, the location of a German commercial establishment of one of the parties or the registered office of the professional or cartel organization responsible for the seller (insert location). The court first seized shall have jurisdiction.

§ 6 Terms of Delivery

1. Shipping costs may be added to the stated product prices depending on the country.

2. We only deliver by mail order. Unfortunately, it is not possible to pick up the goods yourself.

3. We do not deliver to packing stations.

4. If the product you have ordered is not available from us because we have not been supplied by our reliable supplier through no fault of our own despite placing a congruent order, we will inform you of this immediately in the order confirmation. We shall be released from our obligation to perform as a result and may withdraw from the contract. If you have already made payments, we will refund these to you immediately.

5. Subject to delivery by our suppliers, we will ensure prompt delivery. If part of the order cannot be delivered immediately because we have placed a congruent order with our reliable supplier but, through no fault of our own, have not been supplied by them in good time, we will deliver the remaining goods at a later date without charging you again for shipping costs, provided that this is reasonable for you.

6. The delivery of the goods shall be made on specific dates (working day or a specific calendar week). All sales shall only be concluded for specific quantities, items, qualities and fixed prices. Both parties shall be bound by this. Commission transactions shall not be carried out.

7. Block orders shall be permissible and must be limited in time when the contract is concluded. The acceptance period shall not exceed 12 months.

§ 7 Interruption of delivery

1. In the event of force majeure, industrial action for which a contracting party is not responsible and other operational disruptions for which a contracting party is not responsible and which have lasted or are expected to last for more than one week, the delivery or acceptance period shall be extended by the duration of the hindrance, but not exceeding five weeks. The extension shall only apply if the other party is immediately notified of the reason for the hindrance as soon as it becomes apparent that the delivery or acceptance period cannot be met.

2. If delivery or acceptance in the cases mentioned in Section 1 has not taken place within the extended delivery or acceptance period, the other contracting party may withdraw from the contract after the expiry of a grace period of 12 calendar days to be set.

3. Claims for damages are excluded in the cases of Section 1 if the respective contracting party has fulfilled its obligation in accordance with Section 1.

§ 8 Subsequent delivery period

1. After expiry of the delivery period, a subsequent delivery period of 12 calendar days shall commence without further notice. After expiry of this period, the buyer may withdraw from the contract by written declaration. If the buyer wishes to claim damages instead of performance, he must set the seller a 4-week period in writing after expiry of the agreed delivery period.

2. For stock items and NOS goods ready for shipment – “Never-out-of-Stock” – the subsequent delivery period shall be 5 working days. The buyer shall be informed immediately in the event of non-delivery. Otherwise, the provisions of Section 1 shall apply.

3. Claims by the buyer due to delayed delivery before the expiry of the subsequent delivery period shall be excluded, insofar as Section 8, paragraphs 2 and 3 do not apply.

§ 9 Complaints

1. Complaints about obvious defects must be sent to the seller within 12 calendar days of receipt of the goods at the latest. The buyer must notify the seller of any hidden defects immediately after their discovery.

2. After the delivered goods have been cut or processing has otherwise begun, no complaints about obvious defects will be accepted.

3. No complaints may be made regarding minor, technically unavoidable deviations in quality, color, width, weight, finish or design. This also applies to customary deviations, unless the seller has declared in writing that the delivery is true to sample.

4. In the event of justified complaints regarding obvious defects, the buyer has the right, at the seller's discretion, to rectification or delivery of defect-free replacement goods within

12 calendar days after the goods have been returned. In this case, the seller shall bear the freight costs. If the subsequent performance has failed, the buyer shall only have the right to reduce the purchase price or to withdraw from the contract, provided that § 8 sections 2 and 3 do not apply.

5. In the event of a hidden defect, the buyer shall only be entitled to reduce the purchase price or to withdraw from the contract if § 8 sections 2 and 3 do not apply.

6. If the notification of defects is not made in due time, the goods shall be deemed to have been approved.

§ 10 Compensation

1. Claims for damages by the buyer are excluded, unless otherwise provided in these terms and conditions.

2. The exclusion in clause 1 does not apply if liability exists under the Product Liability Act, in the case of intent, gross negligence on the part of owners, legal representatives and executives, in the case of fraudulent intent, in the case of non-compliance non-compliance with a guarantee that has been assumed, in the event of culpable injury to life, limb or health or in the event of the culpable breach of material contractual obligations; material contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely. However, a claim for damages due to the breach of material contractual obligations is limited to the foreseeable damage typical of the contract, provided that no other case mentioned in sentence 1 exists.

3. The above provisions do not imply a change in the burden of proof to the detriment of the buyer.

§ 11 Payment

1. You agree to the transmission of all invoices by e-mail. This consent can be revoked at any time. In the event of a default in payment, we reserve the right to charge you the statutory default interest in the amount of nine percentage points above the base interest rate, as well as a flat fee of 40 euros. Further claims remain unaffected. In our shop, the following payment methods are available to you:

Invoice, advance payment

You shall only be entitled to a right of set-off if your counterclaim is in a relationship of mutuality with our main claim, is not disputed by us or has been legally established.

You shall only be entitled to a right of retention if your counterclaim is based on the same contractual relationship.

2. The invoice shall be issued on the day of delivery or provision of the goods. Postponement of the due date (value date fixing) is generally excluded.

3. Invoices are payable: 1. within 10 days of invoicing and shipment of goods with a 4% express discount 2. from the 11th to the 30th day after invoicing and shipment of goods with a 2.25% discount 3. from the 31st to the 60th day after invoicing and shipment of goods net. From the 61st day, default occurs in accordance with § 286 para. 2 no. 1 BGB (German Civil Code).

4. Changes to the method of payment must be announced three months in advance.

5. Payments will always be used to settle the oldest debt items due, plus the default interest accrued thereon.

6. The timeliness of the payment shall be determined by the date on which the amount is finally credited to the seller's account.

§ 10 Payment after due date 1. For payments after due date, interest of 9 percentage points above the respective base interest rate within the meaning of § 247 BGB (German Civil Code) will be charged. Otherwise, § 288 BGB shall apply.

2. The seller is not obliged to make any further deliveries under current delivery contracts before full payment of due invoice amounts including interest. The right to claim damages for default is reserved.

3. In the event of a significant deterioration in financial circumstances, such as imminent insolvency or default in payment, the seller may refuse performance under all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. Otherwise, § 321 BGB shall apply. § 119 InsO shall remain unaffected.

§ 12 Offsetting and retention

The offsetting and retention of due invoice amounts is only permissible with undisputed or legally established claims, provided that these are not claims for damages that are closely related to the buyer's claim to defect-free performance of the contract.

§ 13 Reservation of title

1. The goods remain the property of the seller until full payment of all claims arising from the delivery of goods under the entire business relationship, including ancillary claims, claims for damages and the cashing of checks and bills of exchange. The reservation of title also remains in force if individual claims of the seller are included in a current account and the balance is struck and recognized.

2. If the goods subject to retention of title are combined, mixed or processed by the buyer to form a new movable item, this is done for the seller without the seller being obliged to do so. The buyer does not acquire ownership of the new item in accordance with §§ 947 ff. BGB (German Civil Code) to the new item. If the goods are combined, mixed or processed with items not belonging to the seller, the seller acquires co-ownership of the new item in the ratio of the invoice value of his reserved goods to the total value.

3. If a central settlement agency that assumes the del credere is involved in the business transaction between the seller and the buyer, the seller shall transfer ownership to the central settlement agency upon shipment of the goods, subject to the condition precedent of payment of the purchase price by the central settlement agent. The buyer shall only be released upon payment by the central settlement agent.

4. The buyer is only entitled to resell or further process the goods under the following conditions:

a) The buyer may only sell or process the reserved goods in the ordinary course of business, provided that its financial circumstances do not subsequently deteriorate significantly.

b) The buyer hereby assigns the claim with all ancillary rights arising from the resale of the reserved goods – including any balance claims – to the seller. The seller accepts this assignment.

c) If the goods have been combined, mixed or processed and the seller has acquired co-ownership of them in the amount of their invoice value, the seller is entitled to the purchase price claim in proportion to the value of their rights to the goods.

d) If the buyer has sold the claim as part of genuine factoring, the buyer shall assign the claim against the factor that replaces it to the seller and shall forward its sales proceeds to the seller in proportion to the value of the seller's rights to the goods. The buyer is obliged to disclose the assignment to the factor if the buyer is more than 10 days overdue in settling an invoice or if the buyer's financial circumstances deteriorate significantly. The seller accepts this assignment.

e) The buyer is authorized to collect the assigned claims as long as he meets his payment obligations. The collection authorization expires if the buyer defaults on payment or if the buyer's financial circumstances deteriorate significantly. In this case, the seller is hereby authorized by the buyer to inform the customers of the assignment and to collect the claims himself. For the assertion of the assigned claims, the buyer must provide the necessary information and allow the verification of this information. In particular, he must provide the seller, upon request, with a detailed list of the claims to which he is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc.

5. If the value of the security existing for the seller exceeds all of the seller's claims by more than 10%, the seller is obliged, at the request of the buyer, to release securities of his choice.

6. Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. The seller is to be informed immediately of any attachments, stating the attaching creditor.

7. If the seller takes back the delivery item in exercise of his right of retention, this does not automatically constitute a withdrawal from the contract. The seller can satisfy his claims by selling the repossessed goods in the open market.

8. The buyer shall store the reserved goods for the seller free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The buyer hereby assigns to the seller his claims for compensation to which he is entitled from insurance companies or other obligated parties as a result of damage of the above-mentioned kind, up to the amount of the invoiced value of the goods. The seller accepts the assignment.

9. All claims and rights arising from the retention of title in all special forms specified in these conditions remain in force until complete release from contingent liabilities (check-bill of exchange) that the seller has entered into in the interest of the buyer. In the case of sentence 1, the buyer is generally permitted to operate factoring for his outstanding debts. However, he has to inform the seller before entering into contingent liabilities.

§ 14 Transport damage

The risk of accidental loss and accidental deterioration shall pass to you as soon as we have delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The duty of examination and notification of defects regulated in § 377 HGB (German Commercial Code) shall apply between merchants. If you fail to provide the notification regulated therein, the goods shall be deemed approved, unless the defect in question was not recognizable during the inspection. This shall not apply if we have fraudulently concealed a defect.

§ 15 Warranty and Guarantees

Unless otherwise expressly agreed below, the statutory right of liability for defects shall apply.

The sale of used items shall be carried out to the exclusion of any warranty.

The following applies to the sale of newly manufactured goods: The limitation period for claims for defects is one year from the transfer of risk; the statutory limitation periods for the right of recourse according to § 445a BGB remain unaffected. Only our own information and the manufacturer's product descriptions, which have been included in the contract, shall be deemed to be an agreement on the quality of the goods; we do not assume any liability for public statements made by the manufacturer or other advertising statements. If the delivered item is defective, we will initially, at our discretion, either rectify the defect (repair) or deliver a defect-free item (replacement delivery). The above restrictions and shortened deadlines do not apply to claims for damages caused by us, our legal representatives or agents

• in the event of injury to life, limb or health,
• in the event of intentional or grossly negligent breach of duty or fraudulent intent,
• in the event of breach of material contractual obligations, the fulfillment of which is essential to the proper performance of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligations)
• insofar as the scope of application of the Product Liability Act is established or
• within the framework of a guarantee promise, if agreed.
  

Customer service: You can contact our customer service for questions, complaints and claims Monday through Friday from 9:00 a.m. to 4:00 p.m. by calling 07741-6869590 or by emailing info@thylie.de.

§ 16 Liability

We shall always be liable without limitation for claims based on damages caused by us, our legal representatives or agents

• in the event of injury to life, limb or health,
• in the event of intentional or grossly negligent breach of duty,
• in the event of guarantee promises, insofar as agreed, or
• insofar as the scope of application of the Product Liability Act is established.
  

In the event of a breach of material contractual obligations, the fulfillment of which is essential to the proper performance of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligations), due to slight negligence on our part, on the part of our legal representatives or vicarious agents, the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. Otherwise, claims for damages are excluded.

§ 17 Final Clauses

German law applies, excluding the UN Sales Convention.

If you are a business, German law applies, excluding the UN Sales Convention.

If you are a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship between us and you is our place of business.