General terms and conditions (AGB)

§ 1 Scope

(1) These general terms and conditions (AGB) apply to all contracts between Daylo Casuals UG (haftungsbeschränkt) (hereinafter "Daylo") and its customers for the supply of stock goods and for the custom manufacturing and decoration of textiles.

(2) Our offer is aimed mainly at businesses within the meaning of § 14 BGB, legal entities under public law and special funds under public law. We also supply consumers within the meaning of § 13 BGB; § 12 of these terms and our consumer information with the withdrawal notice apply to them in addition. We may ask businesses to prove their business status, for example with their VAT identification number or a commercial register extract.

(3) Deviating or supplementary terms of the customer do not become part of the contract, even if we do not expressly object to them. Individual agreements take precedence over these terms.

§ 2 Conclusion of contract

(1) Items, stock levels and prices shown on our website do not constitute a binding offer. Stock levels are updated continuously; prior sale is reserved.

(2) Requests sent through the stock quote basket, the forms or by email are non-binding. A contract is concluded only when we confirm your order in text form (order confirmation) or deliver the goods.

(3) Our quotes are valid for 14 days from the quote date unless stated otherwise.

§ 3 Prices and payment

(1) All prices are in euros, net, plus statutory VAT, ex warehouse Dreieich, excluding packaging, shipping and customs, unless agreed otherwise. Tier prices apply per item and order as stated in the order confirmation.

(2) Invoices are payable within 14 days of the invoice date without deduction. For custom manufacturing, a deposit of 30 percent is due with the order confirmation; production starts once it has been received.

(3) In the event of late payment, the statutory rules apply, in particular default interest of nine percentage points above the base rate and the lump sum under § 288(5) BGB.

(4) You may only set off or exercise a right of retention with claims that are undisputed or have been finally established by a court.

§ 4 Samples, approval and artwork

(1) For custom manufacturing, the sample you approve in text form is the binding basis for bulk production. Changes requested after approval may affect price and delivery date; we confirm such changes separately.

(2) Sample costs are set out in the respective quote. Sample costs are credited against a bulk order only if the quotation expressly says so.

(3) You ensure that logos, designs, trademarks and other artwork you supply do not infringe third-party rights, and you indemnify us against third-party claims based on such an infringement.

(4) Rights in patterns, tech packs and designs that we develop exclusively for you to your specification pass to you upon full payment, for use on your products; we keep all rights in Daylo base styles, standard patterns and general know-how.

§ 5 Industry-standard tolerances

(1) For custom manufacturing, over- or under-delivery of up to 10 percent of the ordered quantity per item is permitted; the quantity actually delivered is invoiced.

(2) Minor deviations in colour, dimensions and fabric weight from the sample or description, in particular between different dye and production lots, do not constitute a defect as long as they are within industry-standard tolerances. In particular, deviations in fabric weight of up to ± 5 percent are customary in the trade.

§ 6 Delivery and transfer of risk

(1) Delivery dates are binding only if we expressly confirm them as binding. Lead times for custom manufacturing start only once all technical details are settled, the sample has been approved and any agreed deposit has been received.

(2) Partial deliveries are permitted where reasonable for you.

(3) For shipped orders, risk passes to you once we hand the goods to the carrier. For collection, risk passes to you when we notify you that the goods are ready for collection.

(4) In the event of force majeure and other events beyond our control, such as strikes, official measures or supplier failures, delivery periods are extended by the duration of the hindrance. If the hindrance lasts longer than 8 weeks, either party may withdraw from the affected part of the contract.

§ 7 Retention of title

(1) The goods remain our property until all claims arising from the business relationship have been paid in full.

(2) You may resell or process the goods in the ordinary course of business. You hereby assign to us the resulting claims against your customers up to the amount of our invoice; we accept this assignment. You remain authorised to collect these claims as long as you meet your payment obligations.

(3) If the realisable value of the securities exceeds our claims by more than ten percent, we will release securities of our choice at your request.

§ 8 Inspection and notice of defects

(1) You must inspect the goods without undue delay after receipt and notify us of visible defects in text form within 7 working days, and of hidden defects without undue delay after discovery (§ 377 HGB).

(2) Please inspect the goods before any decoration, processing or passing them on. Claims for defects that would have been visible on proper inspection before printing, embroidery or other processing are excluded if they are only reported afterwards.

§ 9 Claims for defects

(1) In the event of defects, we will at our discretion remedy the defect or deliver a replacement. If this fails, you may withdraw from the contract or reduce the price in accordance with the statutory provisions.

(2) Claims for defects become time-barred twelve months after the transfer of risk. This does not apply to claims under § 10, to fraudulently concealed defects, or to supplier recourse cases (§§ 445a, 445b, 478 BGB).

§ 10 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee we have given.

(2) In the event of a slightly negligent breach of an essential contractual obligation, meaning an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance you may regularly rely, our liability is limited to the foreseeable damage typical for this type of contract. Otherwise, liability for slight negligence is excluded.

(3) These limitations also apply in favour of our employees and vicarious agents.

§ 11 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Unless agreed otherwise, the place of performance is the location of our warehouse. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our registered office. We may also sue at the customer's general place of jurisdiction.

(3) Should any provision of these terms be invalid, the validity of the remaining provisions is not affected.

(4) The German version of these terms is authoritative. Translations are provided for information only.

§ 12 Special provisions for consumers

(1) A consumer is any natural person who enters into a legal transaction for purposes that are mainly outside their trade, business or profession (§ 13 BGB).

(2) In distance contracts, consumers have a statutory right of withdrawal. The withdrawal notice, the model withdrawal form and the cases in which the right of withdrawal does not apply, for example for goods made to your specification (§ 312g (2) no. 1 BGB), are set out in our consumer information.

(3) Towards consumers, § 3 (3) and (4), § 4 (3), § 6 (3), § 7 (2) and (3), § 8 and § 9 (2) do not apply; the statutory provisions apply instead. § 3 (1) applies to consumers on the basis that our offers state prices including statutory VAT. In particular, for shipments to consumers the risk passes only when the goods are handed over to the consumer, and claims for defects in new goods become time-barred two years after delivery.

(4) Our liability under § 10 applies to consumers only to the extent the law permits. The statutory rights of consumers remain unaffected.