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Sales, Delivery and Payment Terms
1. General
All offers, orders, commissions and deliveries are solely in accordance with our delivery and payment terms, with which the person placing the order declares himself to be in agreement at the time of placing the order. This also applies to future transactions, even if there is no express reference to the delivery and payment terms. These, however, will be made available to the person placing the order in the event of an order being confirmed by us. If the order is placed in a way which departs from our terms and conditions, even then only our delivery and payment terms apply, even if we do not contradict them. Thus departures from the norm only apply if these have been expressly recognised by us in writing. In the case of deliveries to countries outwith the EU, customs and import duties may be levied by the relevant authorities. The customer is liable for these duties, as well as all other taxes levied by virtue of the regulations of the country of destination. American Apparel has no influence on these taxes and does not know the level of these. Customs regulations vary considerably from country to country. More detailed information can be obtained from the local excise office. 2. Offer and Acceptance Our offers are not binding with regard to price, quantity and delivery time. We reserve the right to make prior sales. Legally binding acceptance of the order only occurs once it has been confirmed by us in writing. No liability is accepted with regard to the currency of the published prices. We reserve the right to change prices at any time without prior notice. 3. Delivery and Payment Terms Unless otherwise stated in the order, we sell the goods from the warehouse in Neuss. A delivery note will be enclosed along with our shipment. You will receive the invoice a few days later. Our prices do not include the statutory value added tax. It will be shown separately on the invoice at the statutory rate in force on the day that the invoice is issued, insofar as value added tax is payable. We reserve the right to carry out a credit check through Schufa, Creditreform or another credit reference agency. We reserve the right to supply goods only through cash on delivery, payment in advance or other payment terms to be agreed with the customer instead of the normal terms of payment. Complaints, if there are any, do not affect the due date for the payment of the purchase price. 4. Payments Payments must be made, unless otherwise agreed, within 21 days of receipt of the invoice without any discount. For payment in cash, payment by cheque or advance transfer we give a discount of 2% off the invoice total. We grant a discount of 2% for payments made by bank transfer within a period of 10 days following the date on the invoice, whereby the credit entry in our account is the deciding factor with regard to the punctuality of the payment. 5. Default/Withdrawal/Compensation In the event of a total or partial default in payment on the part of the purchaser, as well as in those instances where we (in particular, in accordance with the present sales, delivery and payment terms) are entitled to withdraw from the contract, all claims that are still outstanding immediately fall due for payment, irrespective of the date on the invoice of those claims that are outstanding. If the purchaser is more than 30 days in arrears with the payment of the purchase price, we are entitled to make further deliveries only against payment in advance. The same applies analogously in the case of partial deliveries with regard to those deliveries that are still outstanding. In the event of withdrawal by us we will charge 20 % of the net value of the order as a fee for returning the goods to storage. However, the purchaser is allowed to submit proof that there has been no loss to us at all or that our loss is considerably lower than the flat-rate fee. The above applies analogously in the event of the purchaser not accepting delivery of some of the goods ordered. Should the purchaser fall behind with his payments, any preferential payment terms, credits granted or discounts cease to apply. Preferential payment terms or discounts, once granted, only become the object of further contracts on the basis of an express agreement. 6. Purpose of Contract The sale of goods supplied by us in an unimproved condition to resellers or end users is not permitted. In the event of this contractual condition being breached by the purchaser, we can no longer be reasonably expected to adhere to the contract. In this event we are entitled to cancel all outstanding orders and to withdraw from the contract. Clause 4 Paragraph 2 applies analogously. 7. Delivery/Delay in Delivery Deliveries that are late or that have not been made do not, under any circumstances, constitute grounds for a claim for compensation on the part of the purchaser. In the event of it being impossible to adhere to agreed delivery times due to force majeure, a breakdown or a delay in delivery from our sub-suppliers, then we are entitled to extend the delivery deadline by the length of time that we were prevented from making deliveries or, optionally, to withdraw from the contract. We are entitled to make partial deliveries. The purchaser may only demand compensation for non-fulfilment if we have caused the deadline for delivery to be exceeded intentionally or through gross negligence. 8. Ownership Relations Until the purchase price has been paid in full the goods remain the property of the vendor. In the event of resale/processing, the purchaser of the goods, which, due to the failure to make payment, are still in the ownership of the vendor, will cede those claims or surrogates resulting from this to the vendor. The purchaser must neither pledge those goods, the ownership of which is retained, nor transfer ownership of them, as security, to third parties until payment is made in full. The purchaser must inform us immediately in writing of any attempt by third parties to seize those goods, the ownership of which is retained, or those claims that have been ceded. We are entitled, at any time, to demand the surrender of those goods belonging to us, if the purchaser falls behind with a payment or if there is a substantial deterioration in his asset position. It is not necessary to withdraw from the contract in order to assert the retention of ownership. 9. Samples Samples requested are charged at the unit price plus postage and packing. If samples ordered are returned within 2 weeks only a credit note to the value of the goods is issued. Postage and packing costs are not credited in this situation. Please also note the following clause “Goods Returns” with regard to this matter. 10. Returns Please do not return goods under any circumstances without a return number. Returns cannot be processed without a return number. You can only obtain a goods return number by requesting one in writing by post, by fax (+ 49 (211) 30329783) or by e-mail (silke@americanapparel.de) quoting the order number, your customer number and the scope of the return. Please apply this goods return number to the outside of the package in such a way that it is clearly visible. Do not enclose any other documents along with the return except for a copy of the delivery note. In particular, do not enclose the invoice, requests for an exchange or new orders.
11. Warranty for Defects The object of the contract is solely the product sold with those properties and features as well as for the intended purpose as laid down in the confirmation of the order. Other, or additional, properties and/or features , or an intended purpose which goes beyond this, are only regarded as having been agreed if they are expressly confirmed by us in writing. The rights of the warranty require that the purchaser has duly met the inspection and complaints obligations to which he is bound according to law. The purchaser must inspect the goods immediately following receipt, but at the latest within 2 days. Complaints must be addressed to us immediately in writing - (in the case of hidden defects as soon as they are known about). Goods that are the subject of a complaint must be made available to us, on request, for collection at the place to which they were originally delivered. The warranty period is one year. If the goods have already been forwarded or distributed to more than one recipient, we are not liable for any costs for collating the goods that are the subject of the complaint. In the event of a justified complaint we first of all have the right to rectify the situation, and to eliminate the defect(s) or resupply, as we so choose. Only, and in the event of the attempt to rectify the situation failing will we take the goods back and refund the purchase price (withdrawal). The right to compensation is restricted to wilful intent or gross negligence. We would expressly like to point out that we are unable to take back, as a complaint, goods in an improved state that have not been improved by us. Therefore, the purchaser undertakes to inspect the goods prior to improvement (printing, embroidering and the like) to check that they are as ordered and for any shortcomings, or to have them inspected by the company carrying out the improvement work on his behalf. 12. Quality Discrepancies The details with regard to sizes quoted in our publications are not subject to any standards. The same applies to the size details quoted on the fabric labels. Drawing certain conclusions with regard to measurements and sizes on the basis of these details is not possible and do not constitute any grounds for complaint. Small discrepancies with regard to quality, colour, shape, processing, width, weight, design and features that are usual in the trade or are unavoidable for technical reasons give no entitlement to lodge a complaint and do not lead to claims under the warranty. 13. Copyright We have sole copyright on all goods, samples and graphic representations supplied or made available by us. The purchaser is expressly forbidden from making copies of these or allowing copies to be made. 14. Miscellaneous The place of fulfilment and sole jurisdiction for all disputes arising from the present contract is Dusseldorf, unless otherwise stated in the confirmation of the order. Should individual provisions of the present contract be or become ineffective, or they contain a loophole, then the remaining provisions are unaffected by this. 15. Provider Identification American Apparel Deutschland GmbH Zollhof 10 40221 Dusseldorf Phone 0211 385 409 0 Fax 0211 385 409 9 Trade Register No. 49332 American Apparel Inc. Managing Director Axel Brake VAT Registration No. DE 813895956 |
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