This is a courtesy translation of our German Terms & Conditions. The German original is legally binding; in case of any discrepancy or dispute, the German version prevails. Read the German original.
These terms apply exclusively to business customers (B2B).
All sales, deliveries and services provided by Ekinci Textile Consulting & Trading are subject to the following terms and conditions. Deviations from these, in particular conflicting terms of the customer, apply only insofar as we have expressly agreed to their validity. These terms and conditions also apply to all future business with the customer, without requiring renewed explicit reference.
These General Terms and Conditions apply exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB). By placing an order, the customer confirms that they are acting within the scope of their commercial or independent professional activity.
All offers are non-binding unless expressly stated otherwise. A contract is only formed upon written order confirmation. The same applies to additions, amendments and side agreements. Delivery and invoicing take the place of an order confirmation.
Information in catalogues, price lists, circulars, advertisements, on the website, or in other promotional material is non-binding unless expressly designated as binding.
Information on expected delivery times is non-binding. Partial deliveries are permitted and may not be refused by the customer. Should Ekinci Textile Consulting & Trading fall into delay, the customer must set a reasonable grace period of at least 4 weeks before exercising any rights under § 281 BGB.
Ekinci Textile Consulting & Trading is not responsible for delays in delivery or performance caused by force majeure or by events that materially impede or make delivery impossible, e.g. strikes, lockouts, official orders, national or international pandemics, etc. — even where binding deadlines and dates have been agreed. Such events entitle Ekinci Textile Consulting & Trading to postpone delivery or performance for the duration of the hindrance, or to withdraw from the contract in whole or in part with respect to the portion not yet fulfilled.
Ekinci Textile Consulting & Trading is entitled to use third parties, in particular production and logistics partners, to fulfil its contractual obligations.
If the customer fails to accept the goods or services provided or offered in a timely manner, they are in default of acceptance. In this case, Ekinci Textile Consulting & Trading is entitled to charge reasonable storage costs and, after a reasonable grace period has passed without result, to otherwise dispose of the goods.
Prices are quoted in euros, plus shipping costs and the applicable statutory VAT. Unless other prices have been agreed, the prices issued by Ekinci Textile Consulting & Trading apply.
Should the costs of materials, raw materials, energy, freight or exchange rates increase by more than 5% between the conclusion of the contract and the agreed delivery date, Ekinci Textile Consulting & Trading is entitled to adjust the price accordingly. The customer will be informed of any such adjustment.
Unless otherwise agreed, invoices are payable within 7 days without deduction. Ekinci Textile Consulting & Trading is entitled, notwithstanding any differing instructions from the customer, to first apply payments to the customer's older debts, and will inform the customer of the manner of offsetting. The customer is not entitled to set off claims against Ekinci Textile Consulting & Trading or to assert rights of retention. This does not apply to claims that we have recognised as justified.
An assignment of claims — including any warranty claims — by the customer is excluded. Should the customer fall into default, Ekinci Textile Consulting & Trading is entitled, from that point on, to demand interest at a rate of 8% above the base rate as liquidated damages.
Ekinci Textile Consulting & Trading is entitled to demand an advance payment of up to 50% of the order value prior to the commencement of production. The start of production and any related services is subject to full receipt of the agreed advance payment.
Should the customer be in default of payment, Ekinci Textile Consulting & Trading is entitled to withhold further services and deliveries until outstanding claims have been settled in full, without prejudice to further rights. A flat dunning fee of €15 may be charged per reminder, unless the customer proves that the damage incurred was lower.
Notices of defects must be submitted in writing to Ekinci Textile Consulting & Trading no later than 7 days after receipt of the goods. Where a notice of defect is justified and submitted in the correct form and within the deadline, the customer is entitled, following return of the goods, to a replacement delivery or repair of the defective goods. The cost of returning the goods is borne by the customer. If a replacement delivery or repair cannot be carried out, the customer has the right to withdraw from the contract.
In line with the standard terms of the German textile industry, we reserve the right to small deviations in quality, colour and finish. Ekinci Textile Consulting & Trading gives no guarantee that deliveries will be entirely uniform in colour and shape, or that they will match samples or specimens exactly.
The burden of proof that a defect was already present at the time of transfer of risk lies with the customer. In particular, no defect exists in the case of improper use, storage or care of the goods, or where the goods have been altered after delivery by the customer or third parties.
The delivered goods remain the property of Ekinci Textile Consulting & Trading as reserved goods until full payment of the purchase price and settlement of all claims arising from the business relationship, existing now or in the future, regardless of legal basis. This also applies where individual or all claims have been included in a running account and the balance has been drawn and acknowledged.
Should reserved goods be resold by our contractual partner, or combined with other items, the customer hereby assigns to Ekinci Textile Consulting & Trading, in advance, the claims arising from such sale or combination in the amount of the value of the reserved goods, together with all ancillary rights and ranking ahead of the remainder. Ekinci Textile Consulting & Trading accepts this assignment.
The customer is entitled and authorised to resell the reserved goods only in the ordinary and proper course of business, and only on the condition that the claims described in the preceding paragraph actually pass to Ekinci Textile Consulting & Trading. The customer is not entitled to otherwise dispose of the reserved goods, in particular by way of pledging or assignment as security.
The customer is obliged to handle the reserved goods with care and, at their own expense, to insure them adequately against theft, fire and water damage at replacement value. The assertion of the retention of title and the repossession of the reserved goods do not constitute a withdrawal from the contract, unless expressly declared in writing.
Liability for damages of any kind (contractual and non-contractual) is excluded unless caused by intent, gross negligence, or breach of a material contractual obligation (cardinal obligation). The foregoing limitations of liability do not apply to injuries to life, body or health attributable to us. Liability under the German Product Liability Act remains unaffected.
Should liability nevertheless apply, it is limited, for all damages, to the value of the goods delivered by Ekinci Textile Consulting & Trading and the goods used by the customer. Insofar as the liability of Ekinci Textile Consulting & Trading is excluded or limited, this also applies to the employees, staff, representatives and vicarious agents of Ekinci Textile Consulting & Trading.
In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the liability of Ekinci Textile Consulting & Trading is limited to the foreseeable damage typical for this type of contract at the time the contract was concluded. Liability for indirect damages, in particular loss of profit, production downtime or other consequential damages, is excluded to the extent permitted by law.
Claims by the customer for defects in the goods shall, to the extent permitted by law, become time-barred 12 months after delivery of the goods. This does not apply to damages arising from injury to life, body or health, or in cases of intent or gross negligence.
Düsseldorf is agreed as the place of jurisdiction for all disputes arising from or in connection with this contract. Ekinci Textile Consulting & Trading is furthermore entitled to sue the customer at the customer's general place of jurisdiction.
These terms and conditions and the entire legal relationship between Ekinci Textile Consulting & Trading and the customer are governed by the law of the Federal Republic of Germany, to the exclusion of the uniform law on international sales (CISG). The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
Personal data of contractual partners is processed solely within the framework of applicable data protection law, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Further information on data processing can be found in the privacy policy at www.yourbrandnow.de.
In the event of a subsequent cancellation of an order by the customer, Ekinci Textile Consulting & Trading is entitled to claim, at its choice, either a flat processing fee of 50% of the order value or the actual, higher damage incurred. The customer retains the right to prove that no damage, or a substantially lower amount of damage, was incurred.
Should any provision of these terms and conditions, or any provision within the framework of other agreements, be or become invalid, this shall not affect the validity of all other agreements. The invalid provision shall be replaced by a provision that comes as close as legally possible to the economic purpose of the invalid provision. The same applies to any gaps in these terms.
Ekinci Textile Consulting & Trading — Krahkampweg 1 — 40221 Düsseldorf, Germany — VAT ID DE266881840
www.yourbrandnow.de — contact@yourbrandnow.de — Phone +49 211 93 36 43 70 — Fax +49 211 93 36 43 90
Bank details: BIC GENODEM1IBB — IBAN DE77 4036 1906 1643 1358 00