Terms

§ 1 Place of Performance, Delivery, and Acceptance

1. The place of performance for all obligations arising from the delivery contract is Ingolstadt, Germany.

2. Delivery of the goods is ex works, i.e., from Baar Ebenhausen, Germany. Shipping costs are borne by the buyer. The goods are shipped uninsured.

3. Partial deliveries that are sorted and marketable are permitted.

4. If acceptance is delayed due to the buyer's fault, the seller is entitled, after setting a 12- day grace period, to issue a backlog invoice, withdraw from the contract, or claim damages.

§ 2 Jurisdiction

Jurisdiction (also for bill of exchange and cheque actions) is Ingolstadt, Germany.

§ 3 Contract Content

Goods are delivered on specified dates (calendar week or month). All sales are concluded for specific quantities, items, qualities, and fixed prices. Both parties are bound by these terms. Consignment transactions are not carried out.

§ 4 Delivery Interruptions

1. In cases of force majeure, labor disputes, or other operational disruptions not caused by the parties and lasting or expected to last more than one week, the delivery or acceptance period is automatically extended by the duration of the disruption, but no more than 5 weeks plus a follow-up delivery period. The extension only applies if the other party is notified immediately and as soon as it is foreseeable that the original period cannot be met.

2. If delivery or acceptance does not occur in time, the other party may withdraw from the contract after giving at least two weeks' written notice.

3. If no immediate notice is given upon request and the disruption lasts more than 5 weeks, the other party may withdraw from the contract immediately.

4. Damage claims are excluded if the parties have fulfilled their obligations under Sections 1–3.

§ 5 Grace Period for Delivery

1. After the delivery deadline has passed, a 30-day grace period begins automatically. After this period, withdrawal from the contract is deemed to have occurred without entitlement to damages. This withdrawal does not apply if the buyer declares within the grace period that they insist on performance. The seller is released from the delivery obligation if the buyer does not respond to such a request.

2. Fixed-date transactions are not accepted. If both parties expressly agree that the goods are for a specific campaign, a firm delivery date without grace period may be agreed upon. If that date is exceeded, the buyer may claim reimbursement for special expenses incurred, but not exceeding the purchase price of the goods. No further claims are permitted. In case of defective campaign goods, the buyer may only reduce the purchase price or withdraw from the contract.

3. If the buyer wants to claim damages instead of performance, they must set a 4-week deadline and threaten refusal of performance after expiration. This period starts when the buyer sends written notice by registered mail. This rule replaces the withdrawal mentioned in Section 1, Sentence 2, only if notice is received during the grace period.

4. Claims for delayed delivery before expiration of the grace period are excluded.

§ 6 Notice of Defects

1. Defects must be reported to the seller no later than 8 days after receipt of goods.

2. Complaints about visible defects are excluded once the goods have been cut or otherwise processed.

3. Minor, technically unavoidable variations in quality, color, width, weight, finish, or design are not grounds for complaint. This also applies to standard commercial variations unless the seller has confirmed sample-accurate delivery in writing.

4. For justified complaints, the seller may repair or replace the goods within 30 days of return. The seller bears the shipping costs. If rectification fails, the buyer may only reduce the purchase price or withdraw from the contract.

5. After this 30-day period, the buyer may only reduce the price or withdraw from the contract.

6. Hidden defects must be reported immediately upon discovery. Only a price reduction or withdrawal is permitted for timely reported hidden defects.

§ 7 Payment

1. Invoices are issued on the date of delivery or availability of goods. Postponing due dates (valuation) is not permitted.

2. Payment terms:

• Within 10 days of invoice date and shipping: 4% prompt payment discount
• Day 11–30 after invoice and shipping: 2.25% discount
• Day 31–60: net (no discount)
• From day 61: default according to § 286 II No. 1 BGB

3. Payments are always applied to the oldest due receivables plus any interest incurred.

§ 8 Late Payment

1. Interest of 6% above the current ECB base rate is charged for overdue payments.

2. The seller is not obligated to make further deliveries under any current contract until overdue invoices, including interest, are paid. Additional damage claims remain reserved.

3. In case of payment default or impending insolvency or any significant deterioration in the buyer’s financial standing, the seller may demand advance payment or withdraw from the contract or claim damages.

§ 9 Method of Payment

Offsetting or withholding payment is only permitted for undisputed or legally established claims. This also applies in the event of the seller’s insolvency. Other deductions (e.g., postage) are not permitted.

§ 10 Retention of Title

1. Goods remain the property of the seller until full payment of all claims from the business relationship, including ancillary claims, damages, and check or bill settlements.

2. If the reserved goods are combined, mixed, or processed into a new item, ownership does not transfer to the buyer. The seller gains co-ownership proportionally to the invoice value.

3. If a central payment processor assuming credit risk is involved, ownership transfers to it under the condition that the purchase price is paid.

4. Resale or further processing is only permitted if the buyer’s financial standing has not significantly deteriorated.

5. The buyer may only resell or process the goods in the ordinary course of business.

6. The buyer assigns to the seller all claims from the resale, including balance claims and co-ownership shares.

7. The buyer may collect assigned claims unless in default or insolvent. In such cases, the seller is authorized to inform the customers and collect the claims. The buyer must provide the necessary information and permit verification.

8. If the value of security exceeds claims by more than 10%, the seller must release securities upon the buyer’s request.

9. Pledging or transferring ownership for security is not permitted. Seizures must be reported immediately.

10. Repossession of goods by the seller is not a withdrawal from the contract unless expressly stated. The seller may sell the goods freely.

11. The buyer must store the reserved goods free of charge and insure them against fire, theft, and water. Insurance claims are assigned to the seller to the invoice value.

12. Retention of title and all related rights remain valid until full release from contingent liabilities (e.g., checks or bills) entered into by the seller for the buyer’s benefit. If the buyer uses factoring, they must notify the seller beforehand.

§ 11 Small-Order Surcharge

For orders under €50, a small-order surcharge of €5 applies.

§ 12 Applicable Law

The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) dated April 11, 1980, is excluded.

Emmerling Fashion GmbH
Maurerstraße 7A
D-85055 Ingolstadt
Managing Director: Alexander Wiese