1. General information
a) Delivery of our products is expressly subject to the following terms of delivery and payment.
b) They are deemed to have been accepted by a customer unless a customer forthwith objects thereto. In case of terms of purchase conflicting with these terms of sale and delivery our terms of sale and delivery shall prevail.
c) Deviating terms of purchase shall only be binding upon us, if expressly confirmed by us in writing.
2. Offers:
a) Offers in terms of these general terms and conditions mean all descriptions of products and services delivered and/or provided by Ludwig Perlinger GmbH as ordered by third parties.
b) In case of typing errors, pricing mistakes, VAT changes, price increases, sold out and/or discontinued products and errors in suppliers’ deliveries Ludwig Perlinger GmbH reserves the right to amend an offer submitted by Ludwig Perlinger GmbH.
c) Written, verbal, telephone or fax orders shall not be binding unless acknowledged in writing.
3. Orders:
Orders are deemed accepted if acknowledged by us in writing or by simultaneous invoicing in case of prompt deliveries irrespective of how the order was sent. The term “ as usual” or similar terms shall only refer to the quality but not to the price of the goods. Terms such as “etc., somewhat, approximately” prefixing a quantity entitle us to supply 10% more or less.
4. Delivery:
Deliveries shall be effected ex works and/or free place of shipment (if sent by rail or by post) for Buyer’s account. The risk of loss, deterioration or destruction lies with Buyer even if freightage and other costs are paid by Ludwig Perlinger GmbH.
In case of part deliveries a defaulted payment or acceptance of a part entitles us to rescind the contract in regard to outstanding quantities agreed upon in this contract and other delivery contracts concluded with Buyer. In lieu of a rescission we may also claim damages for non-performance. Exceeding agreed periods of delivery does not entail any claim for damages. A right of rescission in favour of Buyer shall be excluded, too.
If after expiration of the period of delivery quantities sold have not been obtained or delivered through Buyer’s fault, we shall not be obligated to deliver outstanding quantities irrespective of whether the statutory prerequisites for a defaulted acceptance exist or not. Statutory consequences of default shall remain unaffected.
5. Force majeure:
Fire, strike, civil commotion, war, shortage of goods, lockout, closed borders or other cases of force majeure preventing or hampering the manufacture of products and the delivery thereof to a customer entitle us to effect delivery at a later date or rescind the contract without being under an obligation to pay damages.
6. Dimensions:
Calculation unit: square metre and/ square foot (0.0929 square metres) with 2 percent franchise.
7. Quality:
Since our goods are natural products minor changes in quality and assortment as well as minor changes in colour concerning colours originally ordered are expressly no reason for a notice of defects. It is understood that Buyer accepts the respective assortment quality at the agreed prices since at the date when the order was placed the final assortment quality cannot be determined in advance.
8. Price:
Purchase prices are based on the rates effective from the date of conclusion. If standard wages, costs of material and raw material prices rise by more than 10% compared to the effective date, the agreed leather price shall rise as impacted by these effects on production costs. Increases in freight and customs from the date of conclusion shall be paid by Buyer.
Purchase prices are plus statutory value added tax.
9. Notice of defects:
Complaints about goods delivered shall be made immediately upon arrival but within 14 days at the latest. If necessary, Buyer shall by sampling check to see if the goods delivered are free from defects and if they can be used for the intended purpose. If Buyer fails to make such check, we shall not assume any liability. In case of a notice of defects filed within aforementioned period (14 days upon receipt of the goods) we shall be notified including order details and date of invoice. In case of a complaint Buyer undertakes to accept, unload and properly store the goods. Hidden defects shall be reported immediately upon detection but within 8 weeks upon receipt of the goods at the latest. In case of a justified complaint Buyer can only demand a reduction of the purchase price. A claim for rescission or damages on grounds of non-performance or substitute performance shall be excluded unless we offer a rescission of the contract or a substitute delivery. Direct or indirect claims for damages shall be excluded.
10. Payment:
Invoices are made out for the date of shipment and/or the date of acceptance of the goods. A period allowed for payment shall not exceed 30 days from the date of invoice.
In the event of a default of payment we shall be entitled to demand interest at the rate claimed by major banks for credit overdrafts in lieu of statutory default interest (min. Federal Bank discount rate plus 2%). Additional claims due to us by operation of law shall remain unaffected.
If Buyer defaults payment, all claims arising from existing business relations shall be due automatically. Buyer undertakes to make advance payments for orders to be executed.
Part deliveries shall be billed immediately and shall be paid separately irrespective of the completion of the total delivery; lacking other agreements down payments in case of conclusions shall be counted towards part deliveries on a pro-rata basis.
11. Reservation of title:
Goods delivered shall remain Seller’s property until Buyer satisfies all claims (current account balance, in particular) arising from the business relationship. Buyer shall not be entitled to pledge or transfer goods as a security. Attachments by other creditors shall be reported to Seller without delay.
Buyer shall resell the goods (unprocessed, processed or combined) only in the ordinary course of business.
Buyer shall assign all claims arising from a resale or for any cause in law in full and without any exception to Seller irrespective of whether unprocessed or processed items to which title is reserved are sold to one customer or several customers. Assigned claims are intended to hedge Seller to the extent of the value of items sold or to which title is reserved. Buyer shall be entitled to collect claims assigned to Seller as long as Buyer meets all payment obligations towards Seller. As long as these obligations are met Seller shall not collect its own claims due to it and notify Buyer’s customers whose names shall be provided by Buyer if requested by Seller. As provided for hereinbefore Buyer shall transfer amounts collected for Seller to Seller without delay to the extent Seller’s claims are due. This does not change the fact that all assigned claims are due to Seller and shall be posted separately.
This provision shall also apply, if Buyer processes goods supplied by Seller meaning that Seller’s ownership is lost. In such case it is agreed that claims against the owner of an item replaces ownership of the item. In such case a claim is deemed to have been assigned, too.
If Buyer processes goods in another way resulting in a new item ownership and/or reservation of title shall cover this new item, too.
Buyer shall forthwith notify Seller of any execution levied upon goods to which title is reserved and include a copy of the seizure report. This also applies to an attachment of claims assigned to Buyer.
An extended reservation of title shall only be applied in commercial dealings.
12. Rescission:
If Buyer acts in breach of the provisions of this contract, we shall be entitled to rescind the contract notwithstanding additional claims and without specifying an extension.
13. Place of fulfilment and venue:
Place of fulfilment for delivery and payment shall be Furth im Wald; venue shall be either Furth im Wald or Amberg.
14. As for the rest quality requirements, sorting, labelling and pricing shall be subject to the respective legal and/or commercial provisions.
15. Final provisions:
a) Agreements shall be made in writing in order to be legally effective. Accordingly, verbal or telephone arrangements shall only be binding if confirmed in writing. Collateral agreements as well as promises made by agents, representatives or employees shall require our express approval in writing.
b) An invalid provision shall not affect the validity of the entire contract, i.e. the remaining provisions constitute an independent contract. Accordingly, invalid parts of the contract shall not discharge Buyer from fulfilling its contractual obligations.