Blutsgeschwister B2B
Terms & Conditions
1. General; Scope of this document
1.1. These General Terms and Conditions of Delivery and Business apply to all business relations with customers who are traders as described in Section 14 of the German Civil Code (BGB). These General Terms and Conditions of Delivery and Business also apply in their current version to our existing business relationships and for all future business transactions with the same buyer, even if they are not expressly agreed each time and in each individual case. These General Terms and Conditions of Delivery and Business replace our previous Terms and Conditions of Delivery and Business. Our General Terms and Conditions of Delivery and Business (T&Cs) apply exclusively; any of the buyer‘s purchase, procurement and other general terms and conditions of business that contradict or deviate from our T&Cs only apply to the extent that we have expressly agreed to them in writing.
Our T&Cs shall also apply if we knowingly deliver to the buyer without reservation, whilst aware of the buyer’s conditions that contradict or deviate from our T&Cs. In particular cases where there are individual agreements with the buyer (including ancillary agreements, supplements and amendments), these agreements only take precedence over these General Terms and Conditions of Delivery and Business if we have confirmed them in writing.
Legally relevant declarations and notices that are to be submitted to us by the buyer after the conclusion of a contract (e.g. time periods, notice of detects, declaration of withdrawal or reductions) must be in writing to be effective.
1.2. The buyer is obliged to sell the goods exclusively to end consumers.
2. Offer; Concluding a contract
2.1 Our offers are always subject to change and are nonbinding. This remains the case even if we have provided the buyer with catalogues, other product descriptions or documents, including those in electronic form. If an order of goods by the buyer follows an offer as determined by Section 145 of the German Civil Code (BGB), we will be able to accept this order within 2 weeks. The order is accepted if we provide written confirmation of the order or the goods are delivered to the customer. If the buyer’s order differs from the content of our offer, these deviations shall only be considered to have been agreed if we explicitly accept them in our order confirmation. We may wish to send our order confirmation by fax, email or another electronic means of communication.
2.2. Any documents attached to our offer within the scope of Section 2.1, such as images, drawings etc., as well as the dimensions given and information about the weights, colours, designs and quality, are only approximate, unless they are expressly designated as binding. We reserve the right for commercial tolerances within the limits of what is reasonable for the buyer.
2.3 We retain the property rights and copyrights for the cost estimates, drawings, patterns, brochures, cuts, sketches, catalogues and other documents provided. They may not be made available to third parties or reproduced without our consent and must be immediately returned to us upon request, inclusive of all copies.
3. Prices
3.1 Unless otherwise stated in the order confirmation, our prices will apply. These prices are for goods leaving the warehouse and exclude delivery and packaging costs. Where it has not already been taken into account, the current statutory rate of value added tax will be added to the prices. The buyer shall bear the costs of delivery and packaging that are required for each order. The goods shall be sent uninsured unless the buyer expressly states that they require shipping insurance, which is to be engaged at their own expense. Unless we receive particular instructions from the buyer, we will dispatch the goods with a carrier of our choosing, which we cannot ensure will be the cheapest shipment option.
3.2 The agreed price is based on the cost of materials and wages at that time. Where it has been agreed in the contract that we will be providing our services later than 8 weeks after the conclusion of the contract and that the costs of material and wages have increased before dispatch, the price will be amended in line with the percentage increase of the costs of the materials and wages. We will therefore take into account the production status at the point at which the cost of materials and wages increased, and amend the price in line with those additional costs.
4. Payment conditions
4.1 The invoice shall be issued on the date of delivery. The invoice amount is net (without deduction) and is due immediately upon receipt of the invoice by the buyer, unless the payment terms on the invoice state otherwise. If the payment period, being no later than 30 days from the date of the invoice, expires, then the buyer is in default of payment. Deducting a discount requires special written agreement. If a discount has been agreed, it will be deducted from the net invoice amount and will exclude delivery costs and other expenses. For the buyer to be considered for a discount, we require their account to be clear of any outstanding invoices and for all instalment payment dates to have been met. Payment by bill of exchange is disallowed. We reserve the right to reject cheques. Approval will be based expressly on performance.
4.2 Payments to persons who do not have written authority to collect will not be considered by us to have settled the payment.
4.3 As soon as the buyer has defaulted on the payment, they are obliged by Section 288 of the German Civil Code (BGB) to pay us (i) interest on arrears equal to 9% above the current base rate in addition to the outstanding debt, and (ii) any other damages caused by the delay, which includes the late payment fee of EUR 40.00, as set out in Section 288, Parag. 5 of the German Civil Code. Reminder fees of EUR 2.50 for the second reminder and EUR 5.00 for the third reminder will also be payable. After the third reminder, we can pass the claim to a debt collection agency. Any further costs incurred as a result of the default shall be borne by the customer.
4.4. We are not obliged to make any further deliveries under any ongoing contracts until all outstanding invoice amounts and interest are paid in full. We reserve the right to claim damages caused by delay. In the event of a default of payment, impending insolvency of the buyer or other significant deterioration of buyer’s financial circumstances, we are entitled, after granting a grace period of 12 days, to demand upfront cash payment for any outstanding deliveries under an existing contract and to withdraw the payment terms of that contract (advance payment), or instead to withdraw from the contract, or claim compensation.
In the event that an advance payment is not made at least 8 weeks before that respective collection is due to be sold, we can unilaterally refuse to fulfil the purchase contract and invoice the seller a
cancellation fee equal to 50% of the net worth of the goods.
4.5 Withholding payments or offsetting payments through counterclaims by the buyer is only allowed if we do not deny those counterclaims and we recognise their validity or they are legally binding. This also applies in cases where the buyer is asserting valid complaints or counterclaims. However, the buyer may only exercise a right of retention if their counterclaim relates to the same purchase contract.
5. Delivery and service schedule
5.1 Delivery period
The delivery dates or delivery periods are expressly nonbinding, unless we have agreed these separately with the buyer at the time of the conclusion of the contract. We will not undertake fixed date transactions. The delivery deadline is considered to have been met if the goods have left our warehouse by the end of the delivery period or the buyer has been informed that the goods are ready to be dispatched.
5.2.Disruption to the delivery
In the case of unforeseen circumstances beyond our control, the delivery period shall automatically be extended to match the duration of the hindrance, but with a maximum extension to the delivery
period of 5 weeks. This particularly applies to changes in import and export regulations, stoppages due to industrial disputes, strikes and lockouts, non-delivery by subcontractors, official measures for the protection of public health in cases of epidemics and pandemics, as well as other cases of force majeure, and any delays to the receipt of key materials, insofar as these have been ordered by us in good time. The extension shall be granted if the buyer is immediately informed of the reason for the delay as soon as we are aware that the stated delivery time cannot be met.
5.3 If the buyer is in arrears with us, we shall extend our delivery deadline by the duration of this delay.
6. Extended delivery time
6.1 Once the delivery period has expired, it shall be automatically extended by the length of the delivery period, although the extension is to be no longer than 21 days.
6.2 If the buyer wishes to claim compensation instead of receiving the goods, the buyer must provide us with 4 weeks’ notice with the threat that they will refuse the fulfilment once that period has expired. The deadline is calculated from the date that the buyer sends their communication by registered post.
6.3. The buyer cannot raise claims related to late delivery until the extension of the delivery period has expired.
7. Delayed delivery
7.1 If the buyer would suffer damages as a consequence of a delay caused by minor negligence on our part, the buyer is entitled to demand compensation for the delay, to the exclusion of further claims, of up to a maximum of 5% of the respective value of the whole delivery that cannot be used in a timely manner or for the intended purpose due to the delay. We reserve the right to prove that no damage has been caused by the delay or that the damage caused was less than is being asserted. Where the delayed delivery is not a consequence of an intentional breach of contract for which we are responsible, our liability for damages is limited to foreseeable damage that might typically occur.
7.2 If the shipment is delayed by circumstances for which the buyer is responsible, they shall each
month bear the ongoing costs that we have calculated to have incurred from storing the goods, which shall be at least 0.5% of the value of the goods, starting one month after they were notified of the readiness for dispatch. We can calculate higher costs if we provide evidence. However, the buyer shall retain the right to prove that no damage has occurred or that the damage is less than asserted.
8. Delays to buyer’s approval
If the buyer delays approval, fails to cooperate or our delivery is delayed for other reasons that are the responsibility of the buyer, we shall be entitled to withdraw from the contract – subject to further claims relating to Section 8, Clauses 2 and 3 – after a grace period of 12 days. During the grace period, we reserve the right in each case to claim with evidence any damages we have suffered as a result, including additional expenditure (e.g. warehousing costs). After the fruitless expiration of that grace period, we can withdraw from the contract and charge the buyer a cancellation fee of 50% of the net worth of the goods.
9. Cancellation periods and cancellation costs prior to the delivery of the goods; Returned
goods
9.1 As a textile manufacturer we experience a high demand for designs and trends and have limited capacity for manual production, so we can only accept the cancellation of contracts in a few exceptional cases and against payment of a cancellation fee. If the goods being ordered have not yet been dispatched, the purchase contract can be cancelled under the following conditions:
•If the order is cancelled more than 8 weeks before the respective collection goes on sale, the buyer will be charged a cancellation fee equal to 30% of the net worth of the goods.
•If the order is cancelled at short notice and occurs later, i.e. fewer than 8 weeks before the respective collection goes on sale, the buyer will be charged a cancellation fee equal to 50% of the net worth of the goods.
9.2 While we have declared our willingness to take back goods that have already been dispatched on account of goodwill even though we are not legally obliged, we shall charge a fee equal to 25% of the net purchase price of the goods in question to cover our handling costs – for stocking the returned goods in the warehouse and the associated contractual costs and administrative expenses that entails. In these cases, the cost of returning the goods shall be borne by the buyer.
10. Delivery; Transfer of risk
10.1 Unless otherwise stated in the order confirmation, the goods shall be dispatched from our warehouse, which is the place of performance. The goods may be shipped to another destination at the request of the buyer (sales shipment). We are entitled to enact partial shipments and partial fulfilments at any time, provided that this is reasonable for the buyer.
10.2 The risk of accidental loss and accidental deterioration of the goods is transferred upon handover, or for a sales shipment, upon the dispatch of the goods to either the shipping contractor, or the person or institution responsible for shipping the goods. This also applies in the case of partial shipments.
10.3 If the shipment is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer upon receipt of the notification that the goods are ready for dispatch. However, we are obliged to arrange insurance for the goods (to cover theft, breakages, transport, fire and water damage, for example) if the buyer requests it, which shall be at the buyer‘s expense. This also applies on the day of dispatch, provided that the buyer makes their request before the consignment is passed to the carrier.
11. Receipt of the goods
11.1 Delivered items must be accepted by the buyer, even if minor defects can be seen, irrespective
of the rights described in Section 14.
11.2 This also applies to partial shipments and partial fulfilments.
12. Retention of title
12.1 The delivered goods shall remain our property as reserved goods until the purchase price has been paid in full, and all our existing claims arising from the business relationship and all outstanding claims (secured claims) relating to the delivered goods have been settled.
12.2 Where the buyer’s behaviour contravenes the contract, particularly where there is a default of payment, we are entitled to take back the reserved goods after a reasonable period of time that has been set in advance. Our repossession of the reserved goods shall constitute a withdrawal from the
contract. Impounding the reserved goods constitutes a withdrawal from the contract. We are authorised to use the reserved goods when we have reclaimed them. The proceeds of their sale will be deducted from the buyer‘s liabilities, minus reasonable expenses connected with the sale of the goods.
12.3 If the buyer sells the reserved goods, either alone or alongside goods that do not belong to us, the buyer thereby assigns to us from that point the resale of the reserved goods to their customer or third party, or for any other legal reason (insurance, tort) connected to the existing claims relating to the reserved goods (including all existing outstanding amounts on accounts), to provide security equal to the final invoice amount (inclusive of VAT) of our claim, with all ancillary rights and priority over the rest. We will accept this transfer.
12.4 The buyer is only entitled and permitted to resell or ship the reserved goods in the ordinary,
customary course of business and only with the proviso that the claims are actually passed to the seller and provided that it does not worsen the buyer‘s financial circumstances in the long term.
The buyer is not entitled to dispose of the reserved goods in any other way, and in particular, pledging or using them as security.
12.5 We authorise the buyer to collect the assigned claims, subject to revocation. We will not make use of our own collection authority, provided that the buyer meets their payment obligations from the proceeds collected. Where the buyer’s behaviour contravenes the contract, particularly where there is a default of payment, the filing of an application for settlement or insolvency proceedings, or payments are suspended, we are entitled to collect the assigned claims. At our request, the buyer must name the assigned claims and their debtors, provide us with all the information necessary to perform the collection, hand all the related documentation to us and notify their debtors (third parties) of the transfer. We are ourselves authorised to notify the debtors of the transfer.
12.6 The buyer must inform us immediately and in writing of any enforcement measures (seizures and other such interventions) by third parties relating to the reserved goods or the assigned claims with the transfer of the necessary documents, so that we may file a lawsuit in accordance with Section 771 of the German Code of Civil Procedure (ZPO). Where the third party is not in a position to reimburse the legal and extrajudicial costs of a lawsuit in line with Section 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the loss we have incurred.
12.7 The buyer shall store the reserved goods for us at no cost and is obliged to handle them with care. The buyer must insure the reserved goods at their own expense against the usual risks, such as theft, fire and water damage, and for an amount that covers their replacement value. The buyer hereby transfers to us their claims for any compensation from insurance companies or other bodies obliged to pay compensation to which they may be entitled for the types of damage mentioned above for the invoice amount (including VAT) of the reserved goods. We will accept this transfer.
12.8 We undertake to release the securities to which we are entitled at the request of the buyer, where the realisable value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.
13. Size and colour descriptions
13.1 The colour designations and size descriptions given in our publications (catalogues, internet etc.) are not subject to any established specifications.
13.2 Different articles from our collection may have different dimensions, even if the same size is indicated.
13.3 The same colour may look different for different items in our collection. Unfortunately, the colour bar printed in our catalogues does not resolve this issue. Each of the printed colour bars in the catalogue will look different in different lighting, and it is almost impossible to achieve a 100% colour match to the colour of the textiles when printing on paper.
13.4 Therefore, claims for defects cannot normally be justified by deviations in size or colour. We would like to emphasise to the buyer that all clothing made from cotton or a cottonpolyester mix must be washed before it is first worn. As there is a (completely harmless and non-hazardous) chemical residue left on textiles, a chemical reaction can occur between body sweat and these residues when clothing is worn immediately without being washed, especially in UV light. The resulting colour damage will remain, even after later washes. Complaints and claims for this are normally disallowed.
14. Notice of defects; Claims for defects by the buyer
14.1 Where the delivered goods are not of the quality as agreed between the buyer and us, or are not suitable either for the use assumed by the contract or general use, we are obliged to rectify it. This does not apply if we are legally entitled to refuse to rectify it. The buyer must grant us a reasonable period of time to rectify the issue, which must be at least 12 working days after receipt of the goods.
14.2 By claiming for defects, it is presupposed that the buyer has duly complied with their statutory obligations to inspect the goods and notify us in accordance with Sections 377 and 381 of the German Commercial Code (HGB). Complaints (notification of defects) must immediately be made in writing and within 12 working days at the latest, and in the case of hidden defects, as soon as they
are recognised or found. If the delivered goods have been modified or other processing of the delivered goods has begun, any complaints about apparent defects will be disallowed.
14.3 Small deviations in quality, colour, size, width, weight, finishings or design will not be classed as reason for complaint. This also applies to commercial deviations, unless we have declared in writing that the delivery must be true to the sample.
14.4 The goods that are the subject of the complaint must be made available to us at an agreed time and place. If the goods have already been forwarded or distributed to various recipients, the costs of collating the items shall not be borne by us.
14.5 Where there is just cause for complaint, we are obliged to rectify the matter. The issue will be rectified either by eliminating the defect (rectification) or by delivering a defectfree item (delivery of a replacement), at the buyer’s discretion. Where the item is rectified, we are obliged to bear all expenses necessary to rectify the defect, and in particular, the costs of transport, travel, labour and materials, provided that these do not increase because the goods are transported to a place other
than the place of performance. While the matter is being rectified, the buyer is not entitled to reduce the purchase price or withdraw from the contract. If we have tried to repair the item three times without success, this option has considered to have failed. If rectification has failed, the buyer is entitled to choose either to decrease the purchase price (reduction) or withdraw from the contract.
14.6 The buyer can only assert claims for damages due to a defect if attempts to rectify the matter have failed. The buyer’s right to assert further claims for damages under the conditions and within the scope of Section 15 of this document shall remain unaffected.
14.7 The period of limitation for claims concerning defects is 12 months from the transfer of risk.
15. Limitations of liability
15.1 Unless otherwise stated in these General Terms and Conditions of Delivery and Business and the stipulations that follow, we will be liable in line with the relevant statutory regulations in the event of a breach of our contractual and non-contractual obligations.
15.2 In the event of intent and gross negligence, regardless of the legal reason, we shall be liable for damages.
In the event of ordinary negligence, we shall only be liable:
• for damages arising from injury to life, body or health;
• for damages arising from the violation of a significant contractual obligation (an obligation that must be fulfilled for the proper execution of the contract and which the contractual partner would normally be able to trust and may rely on); however, in the event of this occurring, our liability is limited to the
compensation of damage that is foreseeable and can typically be expected.
• We shall not be liable for breaches of obligations caused by slight negligence, other than those set out above.
15.3 Unless it is stipulated above to the contrary, liability is disallowed.
15.4 The limitations of liability arising from Section 15.2 shall not apply if we have fraudulently concealed a defect or undertaken a guarantee for the quality of the goods. This also holds for any claims made by the buyer, in accord-ance with the German Product Liability Act.
15.5 Where there is a breach of obligations, other than a defect, the buyer can only withdraw from or terminate the contract if we are responsible for that breach of obligations. The buyer does not have an unrestricted right to cancel (in particular, pursuant to Sections 651 and 649 of the German Civil Code (BGB)). In addition, legal requirements and legal consequences will apply.
15.6 The period of limitation of recourse for a delivery in line with Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it is five years from the delivery of the defective item.
16. Overall liability
16.1 Any liability for damages outside those provided for in Sections 14 and 15 above is disallowed – regardless of the legal nature of the claim being asserted. In particular, this applies to claims
for damages as a result of fault upon conclusion of the contract, due to miscellaneous breaches of
obligations or tort claims for compensation for material damage in accordance with Section 823 of
the German Civil Code (BGB).
16.2 The limitation expressed in Section 16.1 shall also apply if the buyer, instead of raising a claim of compensation for damages, demands compensation for unnecessary expenditure in lieu of performance.
16.3 Where our liability for damages is disallowed or limited, this also applies to the personal liability for damages of our employees, workers, coworkers, representatives and vicarious agents.
17. Credit checks
We reserve the right to use credit agencies and credit insurance companies. We will provide the buyer with the addresses of these companies upon request. Data may be transmitted to these companies upon application, commencement and termination of the contract, and we may obtain information about the buyer from them. We may also report data about non-contractual irregularities to these companies. These companies store this data in order to provide information to affiliated companies for assessing the creditworthiness of a buyer or to supply the buyer’s address for the purposes of tracing a debtor. The transfer of the buyer’s personal data requires the express prior consent of the buyer.
18. Copyright and trademark rights; Terms of use
18.1 The photographs, product photos and images, audio clips, video sequences, graphics, logos and texts (protected objects) on the www.blutsgeschwister.de website are protected by copyright and trademark law. Reproduction or use of these protected objects or the designation „Blutsgeschwister“ in any other electronic or printed publications is only permitted with our consent. Any unauthorized processing, content or editorial changes, transmission either for payment or free of charge, publication, provision as a download, adaptation or communication of these protected objects in any form is prohibited.
18.2 We may grant the buyer a basic right of use of individual protected objects free of charge through an agreement in writing that specifies details of terms of timing and substance.
18.3 Special terms of use for photographs, Product photos and images:
Photographs, product photos and images may only be used in the buyer‘s own online shop and only for a maximum period of one (1) year after the start of the respective collection. In addition, the buyer must ensure that the supplier is identified sufficiently.
18.4 Any use and transfer of the protected objects by the buyer that deviates from Sections 18.1 to
18.3, constitutes an infringement of the Blutsgeschwister GmbH copyright and will lead to related
claims for forbearance, information and damages.
19. Data protection
19.1 The buyer is advised that we collect, process and store personal inventory and usage data for the purposes of the contractual relationship, insofar as this is necessary for the execution and processing of the purchase contract and for as long as we are obliged to store this data by law.
19.2 The collection, transfer or processing of the buyer‘s personal data takes place in compliance with the GDPR and other applicable data protection regulations.
20. Miscellaneous
20.1 Applicable Law: Contracts concluded hereafter are subject to German law, and disallow any case referrals to foreign law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Requirements and effects of the retention of title in line with Section 12, however, are subject to the law applicable at the respective storage location of the goods in cases where the choice to favour German law is inadmissible or ineffective.
20.2 Place of performance; Place of jurisdiction: Unless otherwise stated in the order confirmation,
the place of performance is our warehouse in 85445 Schwaig, Federal Republic of Germany. The
place of jurisdiction is Berlin, as far as legally permissible. However, we are also entitled to file a
lawsuit within the general place of jurisdiction of the buyer.
20.3 Succession: The legal successors of both contracting parties are also bound by the obligations
arising from contracts concluded on the basis of these General Terms and Conditions.
20.4 Entire Agreement; Amendments: Ancillary agreements to a contract will not be made orally.
The provisions of a contract can only be changed in writing; the written form as described in Section 126(2) of the German Civil Code (BGB) is insufficient. Waivers of this requirement for agreements to be in writing are also deemed insufficient. The replacement of agreement in writing by electronic forms of writing is disallowed for these purposes.
20.5 Performance of the contract by third parties: We are entitled to fulfil our contractual obligations through third parties, which can include affiliated companies in the sense of Section 15ff of the German Stock Corporation Act (AktG).
20.6 Partial invalidity: If any provisions of these General Terms and Conditions for Delivery and Business or any provisions of a contract concluded as a result of these General Terms and Conditions for Delivery and Business proves to be invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these General Terms and Conditions for Delivery and Business or the contract in question.
20.7 Force majeure: With the exception of the obligation to make payment, each party shall be released from the performance of its contractual obligations in the event of force majeure where fulfilling these obligations are made impossible by force majeure. In particular, force majeure includes: strikes or legal lockouts; fire; flooding; official measures – including for the protection of public health in cases of epidemics and pandemics; delay or nonfulfilment by suppliers; earthquakes; failure of or disruption to communication networks; or other circumstances for which the party willing to perform is not responsible.