Conditions

1. General

1.1 The following general terms and conditions apply exclusively to all deliveries, other services and offers from Twintex GmbH. These also apply to future transactions, even if no explicit reference is made to them again, but the customer has received them once in the case of an order confirmed by us. If the order is placed in deviation from our general terms and conditions, only the general terms and conditions of Twintex GmbH apply, even if Twintex GmbH does not object.

1.2 Conflicting terms and conditions of the customer are hereby expressly rejected. They are not binding even if they are not contradicted again after receipt by Twintex GmbH. Deviations only apply if they have been expressly recognized in writing by Twintex GmbH.

2. Conclusion of contract

2.1 Our offers and price lists are non-binding. All sales contracts and other agreements only become binding with our written order confirmation. In the case of purchase and immediate acceptance of goods from the distribution warehouse, delivery notes or shipping documents are valid as order confirmation.

2.2 Our employees and other vicarious agents are not authorized to make additional verbal agreements or to give assurances that go beyond the written purchase contract. All other verbal ancillary agreements also require our express written confirmation.

3. Prices

3.1 The prices are always plus VAT at the statutory rate applicable at the time of delivery.

3.2 The prices apply ex distribution warehouse without packaging. They do not include shipping costs such as freight, postage, insurance, etc.

4. Delivery

4.1 Deliveries are made from the Okamoto Sportswear GmbH distribution center, unless otherwise expressly agreed in writing.

4.2 We reserve the right to make minor deviations in terms of material properties, color, weight, dimensions, design and similar features, in particular technical or design improvements and adjustments due to technical advances, provided the change is reasonable for the customer.

4.3 Our delivery times apply from the distribution warehouse.

4.4 If Twintex GmbH fails to meet delivery dates, the customer has the legal rights, with the proviso that the grace period and the threat of refusal must be made in writing and a withdrawal after the fruitless expiry of the statutory grace period within one week? is to be explained in writing.

4.5 Will the delivery be due to force majeure? as such are all circumstances and occurrences that cannot be prevented with the diligence of proper management? delayed, the delivery period is extended by the duration of the delay. Twintex GmbH will inform the customer about this immediately. The same applies if Twintex GmbH itself is not supplied correctly and on time, although Twintex GmbH has concluded a concrete hedging transaction with its sub-supplier in good time and with the usual diligence in commercial transactions and has fulfilled its obligations from this hedging transaction.

4.6 If delivery subsequently becomes impossible or unreasonably difficult for Twintex GmbH as a result of one of the circumstances mentioned in Section 4.5, Twintex GmbH is entitled to withdraw from the contract in whole or in part due to the unfulfilled part.

4.7 If the service is delayed by more than 5 weeks as a result of one of the circumstances according to Section 4.5 and it is therefore unreasonable for the customer to accept the delivery, he can refuse acceptance and withdraw from the contract.

4.8 Twintex GmbH is entitled to make partial deliveries and partial services at any time, unless a partial delivery or partial service is of no interest to the customer. Partial deliveries can each be invoiced separately.

4.9 In the event of unjustified complaints, the customer will be charged for the shipping costs incurred by Twintex GmbH.

5. Dispatch, Passing of Risk

5.1 The goods are loaded and shipped uninsured at the risk and expense of the customer. Alternatively, we offer the customer to assume the material risk until the goods are delivered to the customer, against payment of a flat-rate surcharge of 1% on the net invoice amount, plus VAT. If the customer wishes this, he must expressly state this in writing accept offer.

5.2 Unless otherwise agreed, the packaging, shipping route and type of shipping are left to our discretion. Liability for the choice of shipping and timely arrival of the goods is excluded, unless there is intent or gross negligence.

5.3 If the shipment is delayed at the request of the customer or through the fault of the customer, the goods provided will be stored at the customer's expense and risk. In this case, notification of readiness for dispatch is equivalent to delivery to the carrier. If the customer has chosen the 2nd alternative in accordance with Section 5.1 above, the customer bears the material risk throughout the delay for which the customer is responsible.

6. Claims for defects

6.1 In the event of defects in the delivered contractual items, the buyer is entitled to demand subsequent performance within the warranty period by means of repair or replacement delivery within 12 days in accordance with Section 439 BGB. If the buyer is an entrepreneur or a legal entity under public law, we are entitled, at our discretion, to repair or replace the goods free of charge. If the supplementary performance fails, the buyer is entitled – without prejudice to any existing claims for damages – to withdraw from the contract or to reduce the purchase price. If the buyer is an entrepreneur or a legal entity under public law, claims for defects do not exist in the event of only insignificant deviations from the agreed quality or in the event of only insignificant impairment of usability.

6.2 The warranty period is 2 years. If the buyer is an entrepreneur or a legal entity under public law, the warranty period is 1 year.

6.3 Obvious defects must be reported in writing and at the latest within a period of seven days after discovery of the defect. If the buyer is a merchant within the meaning of the HGB, the provisions of §§ 377, 378 HGB apply. For the purpose of supplementary performance through repair or subsequent delivery, the buyer must return the delivered goods to us. If the delivered goods are defective, we shall assume the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs. If the expenses increase due to the fact that the item was subsequently taken to a place other than the buyer's place of residence or branch office, the buyer's claims for expenses are excluded, unless the move to another place corresponds to the intended use of the goods .

6.4 Statutory rights of recourse of the buyer, who, after resale of the new goods, are asserted against by his own customer due to defects in the goods, only exist against us if the buyer has not made any agreements with his customer that go beyond the statutory claims for defects. Clause 5 of these General Terms and Conditions applies accordingly to the scope of the right of recourse.

6.5 The warranty for defects does not refer to natural wear and tear and not to defects that arise as a result of incorrect or negligent handling, excessive stress or similar influences that are not required under the contract. The same applies if operating or maintenance rules are not observed or improper changes are made to the deliveries.

6.6 Claims for damages due to a defect or other liability reason are excluded. This does not apply if liability is mandatory under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, breach of essential contractual obligations and fraudulent concealment of defects. A change in the legal burden of proof to the detriment of the buyer is not associated with the above regulations.

7. Claims for Damages

Claims for damages by the customer against us and against our legal representatives or vicarious agents? for whatever legal reason? in particular due to defects in the delivered goods, culpable impossibility of delivery or delay in delivery, positive breach of contract, breach of obligations during contract negotiations and tort are excluded. This does not apply if liability is mandatory under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, breach of essential contractual obligations and the lack of guaranteed properties. The claim for damages due to the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability is mandatory due to injury to life, limb or health. A change in the legal burden of proof to the detriment of the customer is not associated with the above regulation.

8. Payment

8.1 Payments must be made strictly net within the agreed period; Receipt of the money by Twintex GmbH is decisive for the timeliness of the payment. Unless otherwise agreed in writing, our terms of payment according to the order confirmation apply.

8.2 Discountable bills of exchange are only accepted on account of performance and only on the basis of an express special agreement. A cash discount will not be granted in this case. Unless otherwise agreed in writing, all costs resulting from this, such as bank, discount and collection charges, shall be borne by the customer and must be paid immediately in cash. Credits for bills of exchange and checks are only made after receipt of the net proceeds and only in this amount.

8.3 From the 31st day after the invoice date, Twintex GmbH will charge default interest of 12% pa. The customer reserves the right to prove that Twintex GmbH has incurred only minor damage caused by the delay. Okamoto Sportswear GmbH reserves the right to claim further damages. Furthermore, from the 3rd dunning level, EUR 5.00 dunning fees will be charged.

8.4 The customer's rights of retention, insofar as they are not based on the same contractual relationship, as well as offsetting against claims that are disputed or not legally established, are excluded.

8.5 If the customer is in arrears with payments from other contracts with Twintex GmbH or if Twintex GmbH becomes aware of other circumstances that are likely to reduce confidence in the customer's creditworthiness (e.g. protest of a bill of exchange, returned cheque, individual foreclosure), then the purchase price claim on the part of Twintex GmbH is due for payment immediately, regardless of the payment terms agreed before knowledge of these circumstances. As soon as such circumstances become known, Twintex GmbH is entitled to make future deliveries dependent on adequate security being provided; alternatively, Twintex GmbH is entitled to send future deliveries only as cash on delivery. If the customer fails to provide a required security and/or if a delivery of goods sent cash on delivery is returned to Twintex GmbH due to non-payment, Twintex GmbH is entitled to withdraw from the unfulfilled purchase contracts or to demand compensation for non-performance.

8.6 If the customer stops making payments in the event of a court or out-of-court settlement application or if the customer files for bankruptcy, Twintex GmbH shall be entitled to withdraw immediately if Twintex GmbH's claim to the purchase price is at risk.

8.7 Insofar as Twintex GmbH can demand compensation for non-performance, the compensation amounts to 10% of the purchase price without further proof, whereby the customer reserves the right to prove that the damage actually incurred was less. Twintex GmbH reserves the right to claim higher damages.

9. Retention of Title

9.1 We reserve ownership of the delivered goods until all our claims against the customer from the business relationship have been settled, even if the purchase price for specially designated claims has been paid.

9.2 The customer is entitled to resell the reserved goods in the ordinary course of business as long as he is not in default; for other disposals, such as B. pledging and security transfer, the customer is not entitled.

9.3 The customer hereby assigns to us all claims with all ancillary rights that accrue to him from the resale of the goods subject to retention of title in order to secure the claim specified in Section 9.1. The customer is authorized to collect the assigned claim as long as he properly meets his payment obligations. The direct debit authorization does not cover the sale of receivables. If the reserved goods are resold together with other goods that do not belong to us, the claim from the resale in the amount of the delivery price agreed between us and the customer is deemed assigned. The sales proceeds from the resale of reserved goods by the reserved buyer are therefore exclusively for Twintex GmbH

9.4 Upon request, the customer is obliged to provide us with the information required for collection of all (section 9.3) assigned claims, in particular a list of the debtors with names, addresses and the amount of the claim, date and number of the invoice and the debtors the to notify assignment. The customer bears all costs of collection and any security measures.

9.5 The customer must inform us immediately of any seizure of the reserved goods or the assigned claims as well as other impairments of our property rights and inform third parties of our property.

9.6 Treatment and processing of the goods subject to retention of title is carried out for Twintex GmbH as the manufacturer within the meaning of Section 950 of the German Civil Code, without obligating us. The processed goods are considered reserved goods. If the reserved goods are processed or inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used at the time of processing or mixing. The resulting co-ownership rights are considered reserved goods within the meaning of these conditions. If our goods are combined with other items to form a single item or are inseparably mixed and the other item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us, insofar as the main item belongs to him.

9.7 If the customer does not fulfill his contractual obligations, we are entitled to take back the goods and the buyer is obliged to surrender them. Exercising the retention of title does not mean withdrawal from the contract.

9.8 If the (current) value of the securities exceeds our claims by more than 10%, we will release them on request.

10. Non-acceptance

If the customer defaults in acceptance, after setting a reasonable deadline, we have the right to either demand acceptance of all or part of the order or withdraw from the contract or claim damages for non-performance. Clause 8.7 applies to claims for damages due to non-performance.

11. Assignment requirement

Twintex GmbH is entitled to assign the claims from the business relationship.

12. Completeness, place of performance, place of jurisdiction, applicable law, severability clause

12.1 No other agreements were made between the parties.

12.2 Place of performance for both parts and ? as far as legally permissible? Place of jurisdiction is Traunstein

12.3 The place of jurisdiction for all disputes relating to the specific contract between us and entrepreneurs and registered traders and persons who, after the conclusion of the contract, have their domicile or habitual place of residence outside the scope of the ZPO, or whose domicile or habitual place of residence is not known at the time the action is filed, is the place of jurisdiction , in each case taking into account the value in dispute, the district court or district court of Norderstedt.

12.4 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

12.5 The invalidity of individual provisions does not affect the validity of the remaining provisions.