Terms and Conditions
General Terms and Conditions of
Plauener Seidenweberei GmbH
based on the applicable standard conditions of the
German textile industry
Introduction
The following detailed regulations apply to contracts
of sale, for services, for work and materials and ether
contracts. General terms and conditions of the cu-
stomer are herewith expressly contradicted, unless
Plauener Seiderweberei agrees in writing.
Article 1 - Place of Performance, Delivery and Ac-
ceptance
1. The place of performance for all supplies and ser-
vices under the supply contract is the location of the
place of trade of the vendor.
2.
By submitting the respective product on our website, we submit you Non-binding offer, by the final order via the button "buy" you confirm the acceptance of this offer! You will receive an automated acknowledgment of receipt, but the actual acceptance of your order will be exclusively via the shipment of the goods! 3. ln the event of delivery from an external Warehouse, extra flat-rate warehousing costs can be charged for. 4. Any costs accruing for special packing shall be borne by the purchaser. 5. Sorted partial consignments, suitable for sale in case of combinations, shall be delivered at short in- tervals and be given prior notice of. Unsorted partial consignments shall only be permissible with the con- sent of the purchaser. 6. If, through vendor`s fault, delivery of the goods ishot taken within the agreed period, the vendor shall
have the right to, at its option and after granting an
additional 12 day period of time, either make an ar-
Plauener Seidenweberei GmbH
rears charge or withdraw from the contract or claim
compensation.
Article 2 - Place of Jurisdiction Place ofjurisdiction,
also for any actions arising out of bills and checks, is
Plauen (Germany).
Article 3 - Subject matter of the Contract
1. The goods shall be delivered at fixed dates (wor-
king day or calendar week). All sales transactions
shall only be concluded for fixed quantities, articles,
qualities and at fixed prices, to which both parties
shall be bound. Transactions on a Commission basis
shall not be effected.
2. Block orders are admissible and shall be made
subject to a time-limit at the conclusion of the con-
tract. The time for taking delivery shall not exceed a
12 month period.
Article 4 - lnterruption of Delivery
1. In the event of force majeure, industrial action and
any other lnterruption of operations which are not due
to negligence and have continued or are likely to con-
tinue for more than one week the time for delivery or
taking delivery will be extended by the duration of the
impediment without any further arrangements, howe-
ver, no more than 5 weeks plus appropriate period
for delayed delivery. The extension shall not become
effective unless the other party is informed of the rea-
son of the impediment immediately as soon as it can
be assessed that the above-mentioned deadline can-
not be met.
2. In the event that delivery or taking delivery is hot
performed within the agreed period, the other party is
entitled to withdraw from the contract, but shall, ho-
wever, give written notice of such withdrawal at least
2 weeks prior to the use of such right to terminate the
contract.
3. ln the event that the other party to the contract has
not been informed of the delay in delivery and taking
delivery immediately upon inquiry and that the impe-
diment has lasted longerthan 5 weeks, the other par-
ty to the contract shall be entitled to withdraw from
the contract immediately.
4. The right to claim compensation shall be excluded
if the respective party to the contract has fulfilled its
obligations under paragraphs 1 to 3.
Article 5 - Delayed-Delivery Period
1. Transactions for delivery by a fixed date shall not
be effected. In the event that the parties expressly
agree in a particular case that the goods are earmar-
ked for a specific campaign it shall however be pos-
sible to agree a fixed delivery period without granting
an additional period of time. Should such delivery
period be exceeded, the purchaser shall be entitled
to claim reimbursement of special expenses for the
ordered goods that shall, however, not exceed the
amount of the purchase price of the ordered goods.
Any further claims shall be excluded. The purchaser
shall only be entitled to lower the purchase price or to
withdraw from the contract in case of defectiveness
or faultiness of the such goods earmarked for a spe-
cific campaign.
2. If the purchaser wishes to claim compensation in-
stead of performance it shall grant the vendor a 4-
week period warning that it will refuse performance
after the expiration of such period. The period shall
commence on the day on which the notice of the
purchaser is posted by registered mail. This provision
shall not apply in the case of paragraph 1, sentence
2, instead of the withdrawal provided therein unless
purchaser`s notice of the fixing of such period is re-
ceived by the vendor within the delayed-delivery pe-
riod.
3. The delayed-delivery period for goods in stock
which are ready for dispatch and „Neverout-of-Stock“
Plauener Seidenweberei GmbH
goods shall be 5 working days. ln the event of failure
to deliver, the purchaser shall be informed immedia-
tely. In any other respect, the provisions under para-
graph 3 shall apply.
4. Before the expiration of the delayed-delivery pe-
riod any claims of the purchaser based on delayed
delivery shall be excluded. General Terms and Con-
ditions of Plauener Seidenweberei GmbH based on
the applicable standard conditions of the German
textile industry
Article 6 - Agreement of quality
1. All defects of the fabric shall be marked with colo-
red yarn at the edge. So the customer will be identify
the defects.
2. Relevance otthe marking (yarn at the edge), Red =
defect over total fabric width, Yellow = selected points
defected, Green = defect over a certain distance (from
start to finish marked at the edge)
3. Quality classification
Following provisions apply for all fabric of polyester
and silk. The number of defects refers to a distance of
100m. The fabric is first class, if maximum 10 defects
over a cloth width of 1.70m. Maximum 15 defects are
allowed over a cloth width 1.70m to 3.20m. For our
downproof fabric of silk and blended silk fabric and
polyester fabric are allowed 15 defects. 20 defects
over a cloth width 1.70m to 3.00m means second
class. Maximum 10 percent of a distance of 1.00m
means second class fabric.
4. Care Instructions: The product of the Plauener
Seidenweberei GmbH should be cleaned only after
the care instructions of the Plauener Seidenweberei
GmbH. A complaint is void for non-compliance or in-
correct labeling of the goods by the customer. The
care instructions see viıviıw.seide.de.
5. Fillings: The products sold bythe Plauener Seiden-
weberei GmbH as fiber-proof and down proof goods
meet the appropriate properties only with the recom-
mended Reference fillings tested by the Plauener
Seidenweberei GmbH. Goods can also be purcha-
sed, including the reference fillings by Plauener Sei-
denweberei GmbH. When using alternative filling
materials Plauener Seidenweberei GmbH does not
guarantee the fiber density or down density of their
products. An examination of alternative filling materi-
als in connection with the fabrics of Plauener Seiden-
weberei GmbH is possible for 25,00 Euro per test run
on request. The fill material shall be submitted by the
customer.
Article 7 - Notice of defects
1 _ Any complaint in respect of a defect shall be sent to
the vendor within 12 days after reception of the goods
at the latest.
2. Once cutting or any other processing work has
been performed on the goods delivered, any notice
of patent defects shall be excluded.
3. Any minor, technically unavoidable deviations
from quality, which are no defects such as natural to-
Ierances in the yarn or variability of the yarn count
as pictured like tight warp thread and residue of the
silkworm, color, width, weight, finishing or design may
not be subject to complaint. This applies also to
customary deviations unless the vendor has repre-
sented and warranted delivery according to sample
in writing.
4. ln the case ofjustified notices of defects the vendor
shall have the right of rectification or delivery of fault-
less replacement goods within an appropriate period
after return reception of the goods. In such event, the
vendor shall bear the freight charges. Should such
rectification fail the purchaser shall only have the
right to lower the purchase price or to withdraw from
the contract.
Plauener Seidenweberei GmbH
5. After the expiration of the period fixed in paragraph
4, the purchaser shall only have the right to lower the
purchase price or to withdraw from the contract.
6. Any Iatent defect shall be given notice of to the
vendor by the purchaser immediately after having
been discovered. The purchaser may only lower the
purchase price or withdraw from the contract by rea-
son of the defect given notice of in due time.
Article 8- Terms of payment
1. The invoice shall be issued on the day on which the
goods are delivered or made available. Deferment of
the date on which payment becomes due (stating
the value date) is in any case excluded. In so far as
anticipated delivery is justified irı the interest of the
parties to the contract, the articles of agreement may
establish exceptions from this provision.
2. The purchase price (tax included) is payable net
cash on delivery of the goods unless otherwise
agreed.
3. Payments shall always be used to pay the earliest-
date liability items due plus the accumulated default
interest and costs.
4. ln any case, the date as postmarked shall deter-
mine the day of settlement of the payment. In case
of bank transfer, the day prior to the crediting to the
vendor's bank shall be deemed to be the day of set-
tlement of the payment.
Article 9 - Default in Payment
1. In case of payment after the due date, interest at
a rate of 8% above the basic rate of the Deutsche
Bundesbank (German Federal Bank) will be charged.
Any reminder will cost 25,00 EUR.
2. Before full payment of the amounts of invoice due,
including interest, the vendor is not be obliged to per-
form any further delivery under any current contract.
The right to assert claims for damage caused by def-
ault remains reserved.
3. ln the event that the purchaser is in default in pay-
ment or in the event of imminent insolvency or any
other substantial deterioration of the financial situati-
on of the purchaser, the vendor shall be entitled, after
granting an additional period of
12 days, to demand payment in cash before delive-
ry for any delivery still outstanding under any current
contract with discontinuance of the period allowed for
payment, or to withdraw from the contract or to assert
claim for damages.
Article 10 - Mode of Payment
1. Setting off against and retention of amounts of in-
voices due shall only be admissible in the case of un-
contested claims or claims recognized by declaratory
judgment. This shall also apply in the event of cessa-
tion of payment by the vendor. Any other deductions
(e.g. postage) are inadmissible.
2. Bills, in so far as they are accepted as trade-in,
shall only be accepted against reimbursement of ex-
penses incurred. Any bills and acceptances having
maturity dates exceeding three month will not be ac-
cepted. General Terms and Conditions of Plauener
Seidenweberei GmbH based on the applicable stan-
dard conditions of the German textile industry
Article 11 - Reservation of Title
1. Until payment in full of all trade accounts receiva-
ble from the business connection as a whole, inclu-
ding collateral receivables, claims for damages and
payments of checks and bills, the vendor retains title
to the goods delivered. The reservation of title shall
also continue if any single claim or receivable due to
the vendor is included in a current account and the
balance is struck and acknowledged.
Plauener Seidenweberei GmbH
2. lfthe goods subject to reservation arejoined, mixed
or processed to form a new movable article, such joi-
ning, mixing or processing shall be carried out for the
vendor without any obligations arising from this for
the vendor. The purchaser shall not acquire title ac-
cording to Sections 947 ff. of the German Civil Code
(BGB) to the new article by such joining, mixing or
processing. ln the event ofjoining, mixing or proces-
sing with any article not belonging to the vendor, the
vendor acquires co-title to the new article according
to the proportion of the invoiced value of its goods
subject to reservation to the total value.
3. In so far as a central regulating body that stands the
del credere is involved in the handling of the business
transactions between the vendor and the purchaser,
the vendor shall transfer the title to the central regula-
ting body with the condition precedent of payment of
the purchase price by the central regulator when ship-
ping the goods. The purchaser will only be deemed
discharged after payment by the central regulator.
4. The purchaser shall only be entitled to resale or
reprocessing considering the following conditions.
5. The purchaser shall only sell or process the goods
subject to reservation in the proper course of busi-
ness and provided its financial situation does not de-
teriorate considerably.
6a. Hereby, the purchaser assigns the account recei-
vable, including all ancillary rights, arising from the
resale of the goods subject to reservation, including
any balance receivable, to the vendor. The vendor
accepts such assignment.
6b. lfthe goods have beenjoined, mixed or processed
and the vendor has acquired co-title to the amount of
the invoiced value, the vendor shall be entitled to the
purchase price demanded proportionally to the value
of its title to the goods.
6c. Should the purchaser have sold the accounts re-
ceivable within the scope of factoring, the purchaser
assigns the accounts receivable from the factor which
replace them to the vendor and passes its sale pro-
ceeds on to the vendor proportionally to the value of
the title of the vendor to the goods. The purchaser
is obliged to disclose the assignment to the factor in
case of being in default in the payment of an invoice
more than 10 days or of considerable deterioration of
its financial situation. The vendor accepts such assi-
gnment.
7. The purchaser is authorized to collect the assigned
receivables as long as it fulfils its obligations to pay.
The collection authorization shall expire in case of
delay in payment by the purchaser or of considerable
deterioration of its financial situation. ln such event
the vendor shall be authorized by the purchaser to
inform the customers of the assignment and to collect
the receivables itself. For the setting up of the as-
signed accounts receivable the purchaser is obliged
to furnish the information required and to permit the
examination of such information. ln particular, it has
to hand over to the vendor on vendor's request a de-
tailed statement of the accounts receivable due to it,
including the names and addresses of the customers,
the amounts of the single accounts receivable, dates
of the invoices etc.
8. If the value of the security existing for the vendor
exceeds its total accounts receivable by more than
10% the vendor shall, on the request ofthe purchaser,
in so far be obliged to release securities at its option.
9. Pledging or transfer of the goods subject to reser-
vation or the assigned accounts receivable by way
of security are not admissible. The vendor shall be
informed immediately of any attachment and the at-
taching creditor.
10. lfthe vendor takes back the goods delivered using
its right of reservation of title, the contract shall not be
deemed withdrawn from unless expressly stated by
Plauener Seidenweberei GmbH
the vendor. The vendor shall be entitled to satisfac-
tion by free sale of the repossessed goods subject to
reservation.
11. The purchaser shall keep the goods subject to
reservation in safe custody free of charge and insure
them against the usual risks, such as fire, theft and
water, to the normal extent. Hereby, the purchaser
assigns its claims for damages arising from any da-
mages of the above stated nature it is entitled to make
against insurance companies or any other bodies li-
able for damages to the vendor to the amount of the
invoiced value of the goods. The vendor accepts this
assignment.
12. Any claim and right arising from the reservation
of title which exist in all special forms laid down in
the present terms and conditions shall continue until
full exemption from contingent liabilities (check, bill)
which the vendor has incurred in the interest of the
purchaser. In the case of sentence 1, the purchaser
is in any case allowed to avail itself of factoring for
its outstanding debts. The purchaser has, however,
to inform the vendor prior to incurring any contingent
liabilities.
Article 12 - Warranties / Liability
1. Warranty claims shall be time-bared after 12
months of the passing of risk.
2. Except in case of intent or gross negligence, any li-
ability of the vendor (inclusive downtime, loss of profit
and other secondary damages) shall be disclaimed.
However, the foregoing does not apply in case of a
breach of fundamental contract obligations. To the
extent the breach of contract is unintentionally the li-
ability for damages shall be limited to the typical pre-
dictable damage. Liability for culpable damage to life,
body or health as well as liability under the ProdHaftG
(Act on Product Liability) shall remain unaffected.
Article 13 - Applicable Law
The law of the Federal Republic of Germany shall be
governing. The United Nations Convention on Con-
tracts for the International Sale of Goods conoluded
on 11/04/1980 shall be excluded.
Plauener Seidenweberei GmbH