General Terms and Conditions (GTC)

Terms and conditions of sale and delivery of the company HP-Textiles GmbH, hereinafter referred to as HP-Textiles. 

I. Scope of application
The deliveries, services and offers of HP-Textiles are made exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions, whether in the form of counter-confirmations or other forms of the contractual partner referring to its own terms and conditions of business or purchase and delivery, shall not become part of the contract, even if HP-Textiles does not expressly object to them. The final acceptance of deliveries of goods and the placing of an order shall not constitute agreement with the terms and conditions of the supplier of goods or the customer. All agreements made between HP-Textiles and the contracting partner for the purpose of executing this contract shall be set down in writing in this contract. This shall not apply to agreements made between the parties after conclusion of the contract.

II Offer and conclusion of contract
Offers made by HP-Textiles are subject to change without notice and are not binding. Declarations of acceptance by HP-Textiles and all orders shall be made in writing only. All contracts are concluded upon receipt of our written order confirmation, at the latest upon handover of the delivery item. Verbal collateral agreements or promises that go beyond the contents of the written contract are only effective if they are made by a person authorized to represent HP-Textiles. Authorized representatives in this sense are the managing director and the general representatives of HP-Textiles.

III. prices
(a) The net prices quoted by HP-Textiles in the offer or order confirmation shall apply, plus the applicable statutory value-added tax.
(b) If material, wage and/or other costs increase after conclusion of the contract, HP-Textiles is entitled to increase the originally agreed price accordingly.
(c) Unless otherwise agreed, prices are quoted without packaging ex HP-Textiles warehouse. HP-Textiles is entitled to charge separately and additionally the costs for packaging, transport, assembly, insurance and other ancillary services in addition to the value added tax. The buyer shall also bear all fees, charges, duties and taxes incurred at his place of business, even if they are based on laws yet to be enacted. If the price is to be paid in foreign currency, this shall only determine the means of payment; the amount of payment shall be based on the Euro amount which the Purchaser would have had to pay according to the official exchange rate on the date of conclusion of the contract.
(d) In the case of deliveries and services from the Federal Republic of Germany to countries outside the EU, the Purchaser shall provide the export certificate required for tax purposes. If this proof is not provided, the Buyer shall immediately pay the value added tax due for deliveries within the Federal Republic of Germany from the invoice amount.
(e) In the case of deliveries and services from one member state to another member state of the EU, the Buyer shall, prior to the execution of the transaction, provide his VAT identification number under which he is subject to purchase taxation within the EU. Otherwise, the buyer shall pay the legally owed VAT amount on the supplies and services of HP-Textils in addition to the agreed purchase price. In the case of invoices for deliveries and services from the Federal Republic of Germany to other EU member states, the sales tax regulations of the respective recipient member state shall apply if either the purchaser is registered for sales tax in another EU country or HP-Textiles is registered for sales tax in this recipient country.

IV. Time of delivery and performance
(a) Delivery dates or delivery periods shall be agreed in writing. If such a period has been agreed orally, a written confirmation will be issued by HP-Textiles or obtained from the purchaser. An agreed delivery time starts with the date of the order confirmation. The contractual time of performance shall be deemed to have been observed if HP-Textiles has handed over the goods to the person carrying out the transport or has notified the purchaser that the goods are ready for dispatch within the delivery period.
(b) HP-Textiles' compliance with its delivery and performance obligations is conditional upon the timely and proper fulfillment of the obligations owed under the contract - cooperation, advance payments, etc. - by the purchaser. - of the buyer. The delivery periods shall be extended, without prejudice to HP-Textiles' rights arising from the buyer's default, by the period of time by which the buyer is in default with its obligations to HP-Textiles under this or other contracts. This shall apply accordingly to delivery dates.
(c) Delays in delivery and performance due to force majeure and due to events that make it substantially more difficult or impossible for HP-Textiles to perform its obligations - including, in particular, strikes, lockouts, official orders, etc. - shall be excluded. HP-Textiles shall not be held responsible for such events, even if they occur at suppliers or sub-suppliers of HP-Textiles, even if deadlines and dates have been agreed upon as binding. In such cases HP-Textiles is entitled to postpone the time of delivery or performance by a reasonable period of time or to withdraw from the contract in whole or in part due to the part not yet or partially fulfilled.
(d) If the impediment as defined in IV c above lasts longer than two months, the Purchaser shall be entitled to withdraw from the contract with respect to the part not yet fulfilled after setting a reasonable grace period.
If HP-Textiles exercises its right under clause IV c, the purchaser shall not be entitled to any claims for damages, provided that HP-Textiles notifies the purchaser immediately and informs him of the decision taken. In this case, only advance payments made shall be returned. If HP-Textiles is responsible for the non-observance of bindingly agreed deadlines and dates, the buyer shall be entitled to a final compensation for delay in the amount of 2% for each month of the completed delay, but not more than 5% of the invoice value of the services affected by the delay. Any further claims shall be excluded, unless the delay is due to at least gross negligence on the part of HP-Textiles.
(e) HP-Textiles shall be entitled to make partial deliveries and render partial services at any time, provided that such partial deliveries and services are in the interest of the purchaser, are reasonable for the purchaser or the purchaser agrees to them.
(f) HP-Textiles' obligation to perform is subject to correct and timely delivery to HP-Textiles, regardless of the reason for HP-Textiles' failure to deliver.
(g) If the buyer is in default of acceptance, HP-Textiles shall be entitled to claim compensation for the damage it has incurred; upon occurrence of default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer.

V. Right of withdrawal
According to § 357 para. 6 BGB new version, the consumer bears the direct cost of returning the goods.
You may revoke your contractual declaration in text form (e.g. letter, fax, e-mail) within 14 days without stating reasons. The period begins after receipt of this notification in writing, but not before receipt of the goods by the consignee or a third party who has taken possession of the goods (in the case of recurring deliveries of similar goods not before receipt of the first partial delivery) and also does not fulfill our obligations to provide information pursuant to Article 246a § 1 paragraph 2 sentence 1 No. 1 EGBGB new version in conjunction with § 312d paragraph 1 sentence 1 BGB new version.
To comply with the cancellation period, it is sufficient that you send the notification of the exercise of the right of cancellation before the expiry of the cancellation period.
§ 312g para. 2 BGB new version
There is no right of withdrawal for goods that are made up / manufactured according to customer specifications or clearly tailored to the personal needs of the buyer.
This applies to all our fabrics, scrims, mats, nonwovens and films, as we tailor them according to your order.

The revocation is to be addressed to:
HP-Textiles GmbH
(Business division: DeinTeich.de)
Otto-Hahn-Strasse 22
48480 Schapen
info@hp-textiles.com
Tel.: 05905-94598-70
Fax: 05905-94598-74
Seat of the company: D-48480 Schapen
Local court Osnabrück: HRB 205881
Managing director: Christina Schniedergers, Berthold Hoffrogge
If you wish to revoke the contract, you can use the following model revocation form, which is, however, not mandatory.
Link revocation form


Consequences of the revocation
In the event of an effective revocation, the services received by both parties shall be returned.

If you are unable to return the goods received in whole or in part or only in a deteriorated condition, you may be required to compensate us for the loss in value (§ 357 para. 7 BGB new version). In addition, you can avoid the obligation to pay compensation for a deterioration caused by the intended use of the goods by not using the goods as your property and refrain from doing anything that would reduce their value.
If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
End of the cancellation policy

VI Transfer of risk
(a) Unless otherwise agreed, the place of performance for HP-Textiles' performance shall be, at HP-Textiles' option, exclusively the supplier's plant or HP-Textiles' warehouse. HP-Textiles shall notify the purchaser that the goods are ready for shipment. Upon receipt of such notice, the risk of accidental loss shall pass to the buyer.
(b) If it has been agreed that HP-Textiles will ship the goods to the buyer (obligation to send), the place of performance shall remain the supplier's works or the warehouse of HP-Textiles. Subject to the provisions of clause V a), the risk shall pass to the buyer at the latest when the goods are handed over to the carrier. In the absence of any agreement to the contrary, shipment shall be made for the account of the buyer, with HP-Textiles determining the route and method of shipment. If the shipment is made freight prepaid, HP-Textiles shall only be liable for a customary transport to the destination named by the buyer at the freight rates prevailing at the time of conclusion of the contract. Additional costs which occur due to freight price increases after conclusion of the contract, due to special shipping requests or due to shipping difficulties for which HP-Textiles is not responsible, shall be borne by the buyer.
VII. Retention of title
Until all claims and including all claims to which HP-Textiles is entitled against the buyer now or in the future for any legal reason have been satisfied, HP-Textiles is granted the following security.
(a) HP-Textiles retains title to the goods delivered. Processing or transformation shall always be carried out for HP-Textiles as manufacturer, but without any obligation on its part. If the (co-)ownership of HP-Textiles expires due to combination, it is agreed already now that the (co-)ownership of the purchaser in the unified item shall pass to HP-Textiles in proportion to its value (invoice value). The purchaser shall keep HP-Textiles' (co-)ownership in safe custody free of charge. Goods to which HP-Textiles is entitled to (co-)ownership are hereinafter referred to as reserved goods.
(b) The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security on the part of the purchaser are not permitted. By way of security, the purchaser hereby assigns to HP-Textiles in full any claims arising from the resale or any other legal reason in respect of the goods subject to retention of title, including all claims arising from the current account. HP-Textiles irrevocably authorizes the buyer to collect the claims assigned to it for the account of HP-Textiles in its own name. This authorization to collect can only be revoked if the buyer does not meet his payment obligations properly. In such cases, the buyer shall notify the debtors of the assigned claim and, at HP-Textiles' option, notify the debtors of the assignment.
(c) HP-Textiles shall release the securities referred to under b) at its discretion upon request, provided that their value exceeds the claims by more than 20% on a sustained basis. In the event of third party access to the goods subject to retention of title, in particular in the event of seizure, the purchaser shall point out HP-Textiles' ownership and notify HP-Textiles immediately so that HP-Textiles can enforce its ownership rights. As far as the third party is not able to compensate HP-Textiles for the judicial and extrajudicial costs arising in this connection, the purchaser shall be liable for them. In the event of breach of contract by the purchaser, in particular default of payment, HP-Textiles shall be entitled to withdraw from the contract, to take back the goods subject to retention of title or, if necessary, to demand assignment of the purchaser's claims for restitution against third parties.
The taking back or seizure of the goods subject to retention of title shall not be deemed to be a withdrawal from the contract, unless mandatory law provides otherwise or HP-Textiles issues a corresponding declaration.

VIII. Payment
Unless otherwise agreed, HP-Textiles' invoices shall be payable in advance or immediately net after notification that the goods are ready for shipment, without any deductions. HP-Textiles shall be entitled to credit payments first against the buyer's older debts, despite any provisions of the buyer to the contrary. HP-Textiles shall inform the purchaser about the type of set-off made. If interest and costs have already been incurred, HP-Textiles shall be entitled to set off the payment first against the costs, then against the interest and finally against the main performance. Payment orders, checks and bills of exchange will only be accepted after special agreement and only on account of payment, but not in lieu of performance. Payment shall be deemed to have been effected when HP-Textiles can freely dispose of the amount in the Federal Republic of Germany. Collection and discount charges, costs of a prolongation, reissuance, etc. shall be borne by the ordering party. If HP-Textiles becomes aware of circumstances that call into question the creditworthiness of the purchaser, in particular if a check is not honored or if the purchaser stops payments, or if the purchaser becomes aware of other circumstances that call into question the creditworthiness of the purchaser and justify HP-Textiles' assumption that a significant deterioration of the purchaser's assets has occurred, HP-Textiles shall be entitled to call in the entire remaining debt. This also applies if HP-Textiles has accepted checks. In this case HP-Textiles is also entitled to demand advance payments or securities. The buyer shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the Buyer shall also be entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship.

IX. Compensation
If HP-Textiles or the purchaser withdraws from the contract due to circumstances for which the purchaser is responsible, or if the contract is not executed for reasons for which the purchaser is responsible, HP-Textiles shall be entitled to claim liquidated damages in the amount of 20% of the order value for expenses and lost profits without further proof.
HP-Textiles has the right to demand interest from the buyer in the amount customary in banking from the day of the due date.
The buyer is at liberty to prove that lower or no damages have been incurred, just as HP-Textiles is at liberty to prove that higher damages have been incurred.

X. Warranty for defects
The buyer shall observe the duties of examination and notification of defects in the sense of §§ 377, 378 BGB (German Civil Code). The buyer is obliged to take random samples and to carry out an analysis when chemicals are delivered. A period of 10 days shall be deemed to be an immediate notice of defects within the meaning of § 377 HGB.
Defects which cannot be discovered within this period even after careful inspection shall be notified in writing immediately after discovery.
In the event of material defects, HP-Textiles shall, at its option, deliver a replacement, grant a price reduction or undertake to rectify the defect. If a subsequent delivery and rectification have finally failed, the buyer may demand redhibitory action or reduction of the purchase price. Should the buyer request that rectification work be carried out at a location specified by him, HP-Textiles may comply with this request, whereby parts covered by the warranty shall not be charged, while working time and travel expenses shall be paid at HP-Textiles' standard rates.
Changes in the design and condition of the goods supplied by HP-Textiles shall be in accordance with the state of the art. Changes which HP-Textiles or its subcontractors generally make after conclusion of the contract and which do not affect the quality and functionality of the delivered product shall not entitle the customer to make a complaint.
The above paragraphs conclusively contain the warranty for the products and exclude other warranty claims of any kind. This shall not apply to claims for damages arising from warranties of quality, which are intended to protect the Buyer against the risk of consequential damage caused by a defect.

XI. Exclusion of liability
Claims for damages arising from positive breach of contract, from culpa in contrahendo and from tort are excluded both against HP-Textiles and against its vicarious agents, except in cases of wilful misconduct or gross negligence. This also applies to claims for damages due to non-fulfillment, but only to the extent that compensation for indirect or consequential damages is demanded, unless the liability is based on an assurance intended to protect the buyer against the risk of such damages. This limitation of liability shall apply with regard to the breach of essential contractual obligations by HP-Textiles or its vicarious agents.
In case of breach of non-essential contractual obligations, liability of HP-Textiles, respectively its auxiliary persons, is excluded.
The liability of HP-Textiles is limited to the amount of the respective value of the goods.

XII Final provisions
These terms and conditions and all legal relations between HP-Textiles and the buyer shall be governed by the laws of the Federal Republic of Germany.
The place of jurisdiction for all disputes is Lingen (Ems). For legal disputes with a buyer who is not or only as a minor merchant (ß 4 HGB) registered in the commercial register, the court in whose district the buyer is domiciled shall have jurisdiction. However, HP-Textiles shall be entitled to sue the purchaser in Lingen (Ems) if the purchaser's place of residence or habitual abode is abroad or if the purchaser's place of residence or habitual abode is not known at the time the action is brought.
Application-related advice, information and data provided by HP-Textiles shall be non-binding unless HP-Textiles assumes a contractual obligation to provide advice. The buyer is responsible for the observance of official or legal regulations when using the delivered goods.
Should any provision in these terms and conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.