General Terms and Conditions (B2B)
1. Scope and Entrepreneur Status
1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services of Kremke Handelsgesellschaft mbH (hereinafter referred to as the “Seller”).
1.2 The Seller’s offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. The conclusion of contracts with consumers is excluded.
1.3 Conflicting, deviating or supplementary terms and conditions of the Buyer shall not apply unless their validity has been expressly agreed to by the Seller in text form.
1.4 Individual agreements, ancillary agreements and assurances must be made at least in text form (e.g. e-mail).
2. Contracting Party
The purchase contract is concluded with:
Kremke Handelsgesellschaft mbH
General Manager: Reinhard Andre
Am Kanal 4
19372 Garwitz
Germany
Commercial Register: Schwerin HRB 9705
VAT ID: DE257854334
E-mail: info@selected-yarns.com
Phone: +49 (0)38722 227-21
3. Offer and Conclusion of Contract
3.1 The presentation of products in the online shop, price lists or catalogues does not constitute a legally binding offer, but a non-binding invitation to submit an order. Errors, printing and transmission errors as well as technical errors are reserved.
3.2 By submitting an order, the Buyer makes a binding offer to conclude a purchase contract.
3.3 The purchase contract is only concluded upon:
- written or text-form order confirmation, or
- dispatch of the ordered goods by the Seller.
3.4 Verbal agreements shall only be valid if confirmed by the Seller in text form.
3.5 Minimum order quantities, packaging units (PU) and assortment-related restrictions are binding and result from the online shop, the price list or the order confirmation.
4. Prices, Taxes and Minimum Order Values
4.1 All prices are net prices, plus the applicable statutory value-added tax.
4.2 Intra-Community deliveries shall only be made upon provision of a valid VAT identification number by the Buyer.
4.3 The prices shown in the online shop or the applicable price list at the time of the order shall apply.
4.4 The Seller is entitled to impose minimum order values and minimum quantity surcharges. These will be displayed to the Buyer before completion of the order.
4.5 Price changes are reserved unless they have already been contractually fixed.
5. Payment Terms
5.1 Payment shall be made, at the Seller’s discretion, by advance payment, invoice, PayPal, instant bank transfer or other payment methods offered.
5.2 There is no entitlement to payment by invoice. The Seller reserves the right to restrict or revoke this payment method at any time. First-time orders shall generally be processed against advance payment.
5.3 Invoices are payable within 21 calendar days from the invoice date without deduction.
5.4 In the event of default, the Seller is entitled to charge default interest at a rate of 9 percentage points above the base interest rate. In addition, a default lump sum of EUR 40.00 pursuant to Section 288 (5) BGB shall be charged. Further claims for damages remain unaffected.
5.5 Rights of set-off or retention shall only exist if the Buyer’s counterclaims have been legally established, are undisputed or have been acknowledged in writing by the Seller.
6. Delivery and Shipping
6.1 Delivery is generally carried out via DHL, GLS or UPS; in exceptional cases via other shipping service providers.
6.2 Delivery times are non-binding unless expressly agreed in writing as binding.
6.3 Partial deliveries are permissible insofar as they are reasonable for the Buyer.
6.4 Delivery delays due to force majeure, supply shortages of upstream suppliers, operational disruptions or other unforeseeable events entitle the Seller to postpone delivery accordingly. Claims for damages are excluded in such cases.
7. Transfer of Risk
7.1 The risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon handover of the goods to the shipping service provider.
7.2 Shipment shall be at the Buyer’s risk, even in the case of delivery free of charge.
7.3 Transport insurance shall only be taken out upon express request and at the Buyer’s expense.
8. Retention of Title
8.1 The delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship.
8.2 The Buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The resulting claims are hereby assigned to the Seller.
8.3 Any processing or transformation of the goods subject to retention of title shall always be carried out for the Seller as manufacturer within the meaning of Section 950 BGB.
9. Inspection and Notification of Defects (Section 377 HGB)
9.1 The Buyer is obliged to inspect the goods immediately upon receipt.
9.2 Obvious defects must be reported in writing without delay, at the latest within 5 working days after receipt of the goods.
9.3 Hidden defects must be reported in writing without delay after their discovery.
9.4 If proper notification of defects is not made, the goods shall be deemed approved.
10. Warranty
10.1 The warranty period shall be 12 months from delivery.
10.2 At its discretion, the Seller shall provide subsequent performance by remedying the defect or delivering replacement goods.
10.3 In particular, the following shall not constitute material defects:
- colour or batch-related deviations
- natural fibre-related variations in structure, feel or colour
- deviations resulting from dyeing, spinning or finishing processes
- minor deviations from illustrations or colour representations
10.4 Custom-made products, special colours and customer-specific orders are excluded from exchange and return.
11. Product-Specific Characteristics (Yarns and Natural Products)
11.1 Yarns and textiles made from natural fibres are subject to natural variations and do not constitute industrially standardised products.
11.2 Care, storage, processing and further processing of the goods are carried out exclusively at the Buyer’s responsibility.
11.3 The Seller assumes no liability for damages resulting from improper or improper use or further processing of the goods.
12. Liability
12.1 The Seller shall be liable without limitation in cases of intent and gross negligence.
12.2 In cases of simple negligence, the Seller shall only be liable for breaches of essential contractual obligations and limited to the foreseeable, typical contractual damage.
12.3 Liability for loss of profit, production downtime, indirect damages or consequential damages is excluded.
12.4 Liability under the Product Liability Act remains unaffected.
13. Returns and Complaints
13.1 Returns require the prior approval of the Seller.
13.2 Unpaid return shipments will not be accepted.
13.3 Complaints submitted outside the agreed time limits are excluded.
14. Intellectual Property and Trademarks
14.1 All trademarks, product names, texts, images and other content are protected by copyright or trademark law.
14.2 Any use for advertising or sales purposes requires the prior express consent of the respective rights holder.
15. Place of Jurisdiction and Applicable Law
15.1 The place of jurisdiction for all disputes arising out of or in connection with this contractual relationship shall be the Seller’s registered office.
15.2 German law shall apply exclusively.
15.3 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
16. Final Provisions
16.1 Amendments and supplements to these GTC must be made in text form.
16.2 Should any provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
