B2B Terms and Conditions
Terms and Conditions, Version August 2023, for wholesale by IRENE LUFT COUTURE GMBH (in the following Irene Luft)
§ 1 Scope
1. The delivery of goods is in accordance with the conditions and schedules indicated on the order confirmation and as described in the terms and conditions below.
2. The terms and conditions of IRENE LUFT are the sole applicable terms and conditions. IRENE LUFT is not bound by changes or amendments to the terms and conditions unless IRENE LUFT has accepted them in writing. Our terms and conditions also take effect if we are aware of conflicting or varying terms and conditions of the buyer and fulfill delivery without any reservation.
3. These terms and conditions apply also for all future business with the buyer. The terms and conditions of IRENE LUFT can be viewed and downloaded at www.ireneluft.com
§ 2 Acceptance and contents of the contract
1. The order of the buyer is binding. Transmission of the order confirmation constitutes acceptance of the order of the buyer. Verbal agreements do not enter into effect. In particular, sales personnel or a sales agent of IRENE LUFT is not authorized to make verbal agreements or assurances that reach beyond the written contract.
2. All sales are for particular quantities, articles, quality, dates, and set prices. Both parties are bound by these terms. Transactions on a commission basis are not performed.
§ 3 Place of performance, delivery, receipt
1. Place of performance for all aspects of the delivery contract is Munich, Germany. The delivery of the goods occurs ex works, Munich, Germany. The buyer bears the cost of shipment. The buyer can select the carrier. The delivery is done without insurance. A dispatch notification can be agreed upon.
2. Partial shipments are subject to the consent of the buyer.
3. If, due to the fault of the buyer, a delivery is not received on time, IRENE LUFT has the option, after setting a cure period of 12 days, either to issue an invoice for the amount due or to rescind the contract or to demand damage compensation.
§ 4 Delivery dates, waiver of obligation to deliver
1. In case of force majeure, labour disputes, other interruptions of business that are not due to fault, and also difficulties with procurement of supplies that arise from delay of shipments from suppliers, lasting, or reasonably being expected to last, more than one week, the time of delivery and receipt are extended for the period of the delay, not exceeding 5 weeks in addition to the regular extension of the period of delivery. The extension occurs only when the other party is given prompt notice of the reason for the delay as soon as it is foreseeable that the contracted delivery schedule cannot be adhered to. If the reasons for the delay make delivery impossible or unreasonable, IRENE LUFT’s obligation to deliver is waived.
2. If the delivery or receipt does not occur on a timely basis, the other contracting party can rescind the contract, but not without providing written notice at least two weeks prior to exercising the right to rescind.
3. Damage compensation claims are excluded if the contract party has fulfilled its duties under 1. – 2.
§ 5 Extended period of delivery
1. After the end of the period for delivery an extended period of delivery of 12 business days occurs automatically without a need for notification.
2. After expiration of the extended period of delivery, rescission is deemed to have occurred under exclusion of damage compensation claims.
3. Rescission under 2. does not occur if the buyer declares to IRENE LUFT during the extended period of delivery that it seeks performance of the contract. IRENE LUFT is nevertheless released from the delivery obligation if the buyer, upon inquiry of IRENE LUFT, does not make a statement within the extended period of delivery as to whether it insists on performance of contract.
4. Claims of the buyer on account of late delivery made before expiration of the extended period of delivery are excluded.
§ 6 Notice of Defects
1. Notice of defects must be made by the buyer in writing no later than 12 days after the receipt of the goods.
2. Minor, technically unavoidable deviations or deviations customary in the trade in quality, weight, material, outfittings, cut, design or colour cannot be claimed as defects.
3. In case of justified notice of defects IRENE LUFT has the right of repair or delivery of a replacement free of defects within 25 days of the receipt of the returned item. In this case IRENE LUFT bears the freight costs. If supplementary performance was not successful, the buyer has only the right of reduction of the purchase price or rescission of the contract.
4. After expiration of the period indicated in 3. the buyer can only obtain reduction of the purchase price or rescission of the contract. Damage compensation claims of the buyer including loss of profits or other economic losses are excluded.
5. The buyer has to inform IRENE LUFT of hidden defects immediately upon their discovery. The buyer can on account of a timely notice of defect only obtain reduction of the purchase price or rescission of the contract.
§ 7 Liability
1. IRENE LUFT’s liability is limited to damages reasonably foreseeable at the time when the contract was made.
2. Except when central contractual obligations have been violated, IRENE LUFT is only liable for damages of its statutory organs or auxiliary persons, if IRENE LUFT exercised gross negligence or intent. In the case of the violation of a central contractual obligation IRENE LUFT is liable for culpable actions of IRENE LUFT.
3. Liability for indirect damages, especially any loss of profit, arises only if IRENE LUFT is grossly negligent or acting with intent. Liability is limited to reasonably foreseeable damages.
4. The above described exclusions and limitations of damages do not apply to damages due to personal injury or in the case of mandatory legal requirements.
5. With handover of merchandise to the carrier all risk and expense are transferred to the contract partner.
§ 8 Prices and Payment
1. Prices do not include the statutory sales tax. Tax will be shown on the invoice at the applicable rate prescribed by law.
2. Postponement of due dates is excluded.
3. All payments must be made by bank transfer without charges to IRENE LUFT, Münchner Bank, IBAN DE40701900000002737353, SWIFT / BIC: GENODEF1M01
4. Interest on prepayments will not be provided under any circumstances.
§ 9 Payments after due date
1. For payments after the due date, interest at a rate of 8% above the ECB base rate will be charged.
2. Before complete payment of the due invoiced amounts including interest, IRENE LUFT is not obligated to make any further delivery under any current contract.
3. In case of overdue payments of the buyer, IRENE LUFT can demand, after providing a notice period of 12 days, payment in advance before delivery for outstanding deliveries from any current contract or rescind the contract and/or demand damage compensation.
4. The offsetting and withholding of due invoiced amounts is only permissible for undisputed claims or those which have been established in court. This applies also in the case of cessation of payments by IRENE LUFT. Other deductions (e.g. postage) are impermissible.
§ 10 Reservation of proprietary rights
1. The goods remain property of IRENE LUFT until complete payment of all claims from delivery of goods from the entire business relationship. The retention of title remains active where particular claims of IRENE LUFT have been incorporated in an outstanding invoice and the balance is reflected and acknowledged.
2. The buyer may sell or process the goods subject to retention of title only in the course of ordinary business and insofar as its asset standing does not significantly deteriorate.
3. The buyer assigns the claim, with all related rights, from resale of the goods subject to retention of title – including any accounts receivable – to IRENE LUFT.
4. Using the goods subject to retention of title for a lien or as security is impermissible. IRENE LUFT is to be informed immediately of any lien seizures, with provision of information concerning the lien creditor.
5. If IRENE LUFT takes the delivered good back in exercise of its right of retention, this amounts to a recission of contract only if IRENE LUFT expressly declares it. IRENE LUFT can satisfy its claims by private sale.
6. The buyer stores the goods under retention of title for IRENE LUFT without cost. It has to insure them within the usual scope against common danger such as fire, theft and water. The buyer assigns to IRENE LUFT its rights to compensation from insurance companies or other obligated parties which result from damages of the aforementioned type in the amount of the invoiced value of the goods. IRENE LUFT accepts this assignment.
§ 11 Applicable Law
1. All legal relations that arise between the parties from this contract are governed by German domestic law. The Treaty of the United Nations on Contracts for the International Sales of Goods (CISG) of April 11, 1980 is excluded. In case of dispute the courts of Munich, Germany have jurisdiction.
§ 12 Other stipulations
1. Any agreements that alter, amend or detail this contract need to be in writing. This also applies to the alteration or abrogation of this requirement of written form. If any provisions of the above stipulated terms and conditions should be invalid or become invalid the other provisions remain effective. The invalid provisions will be replaced by the legal regulations.