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Terms and Conditions

 Payment and Delivery Terms of RIANI GmbH

Section 1 Order acceptance – order confirmation – validity of General Standard Terms and Conditions
a) Offers of the seller
Offers of the seller are subject to change to the effect that no contractual proposal is made but the recipient is asked to submit one. Orders are only binding for the seller if he confirms them in writing or performs by sending the goods.
b) Order of the buyer – order confirmation
Contracts are concluded by written confirmation of the customer order by the seller. As the seller firstly has to check within the scope of the seasonal business whether and to what extent articles offered are produced, he reserves the right to provide this written confirmation within a period of 10 weeks after the date of order. Thus, the purchase order is binding for the buyer for 10 weeks. Orders cancelled after the expiration of 14 calendar days lead to a liability for damages vis-à-vis the seller, directed at the negative interest. Posting within this 10-week period suffices as timeliness for the written confirmation by the seller.
If the seller does not reply to the proposal of the buyer within this 10-week period, it shall be deemed rejected. The seller is entitled to communicate possible deviations from the regulations provided for in the proposal within this 10-week acceptance period by written order confirmation. These regulations are binding for both parties if the buyer does not object to the content of the order confirmation within a period of 10 working days after sending. In case of such an objection, the seller is entitled to withdraw from the contract within another 10 working days by sending a respective written declaration excluding compensation claims.
c) Validity of General Standard Terms and Conditions
Deviations from these Payment and Delivery Terms by contrary General Standard Terms and Conditions of the buyer – also with regard to possible future contractual relationships with the seller, e.g. for warehouse purchases – are invalid.

Section 2 Extraordinary right of withdrawal
The precondition for the delivery obligation is the undoubted creditworthiness of the buyer. If there are circumstances due to which the creditworthiness of the buyer seems doubtful in the amount of the order according to the fiduciary-duty discretion of the seller, particularly a significant deterioration of the financial circumstances, cessation of payment, clearance sale, bankruptcy filing, insolvency application, compulsory enforcement measures, cheque or bill protests, closure of business or if the buyer pledges stocks, receivables or purchased goods or transfers them as a security, does not pay due invoices despite reminder, a credit insurance is not prepared to insure an order of the buyer or the buyer has not completely fulfilled his obligations from previous purchase contracts of the seller, even if he was granted payment by instalments, the seller shall be entitled to demand advance payment or securities or to withdraw from the contract. Agreed delivery periods shall be deemed interrupted from this point in time.

Section 3 Delivery interruption
a) Cases of force majeure (circumstances and incidents that cannot be avoided with the diligence of ordinary business management are deemed as such), industrial action, company holidays as well as disruptions in operations through no fault of one’s own, which last or will last for more than one week, suspend the contractual obligations of the parties for the period of the disruption and within the scope of their effect. The suspension effect (deadline extension) does not apply if the other party is not immediately informed about the reason of hindrance as soon as it can be foreseen that the aforementioned deadlines cannot be adhered to. If the delays resulting from the suspension exceed the period of five weeks, the two contracting parties shall be entitled to withdraw from the contract concerning the respective scope of performance.
b) If the delivery of the goods has not been effected in time for these reasons, the other contracting party shall announce the withdrawal from the contract at least 2 weeks before the exertion of the right of withdrawal in writing by registered mail.

Section 4 Delay in delivery – deadline for delayed delivery
a) If the buyer wants to claim indemnification due to the non-performance or to withdraw from the contract, he shall set a deadline for delayed delivery of 4 weeks with the threat that he rejects performance after the expiration of the deadline to the seller. The deadline for delayed delivery starts with the day on which the notice of the buyer reaches the seller via registered mail. The claims of the buyer due to delayed delivery are excluded before the expiration of the deadline for delayed delivery. The assertion of compensation claims is limited to cases of gross negligence and intent.
b) The passing of the 4-week deadline for delayed delivery cannot be excluded by the addition of the clauses “fix”, “immediately”, “promptly” or “not specified” or similar. No “fixed transaction” in the legal sense is made hereby.

Section 5 Notices of defect, rectification
a) The purchaser is obliged to examine the goods upon receipt and to inform the seller about possible defects within a preclusive time limit of 8 days after goods receipt. The goods shall also be deemed approved if the purchaser does not return the goods within one week upon request of the seller in case of an objection of the goods.
b) Customary or minor technically unavoidable deviations concerning quality, fit, colour or design may not be objected. In case of justified objections, the seller shall be entitled to rectification or delivery of replacement goods free from defects within 14 days following return receipt of the goods.
c) In case of hidden defects, the statutory regulations shall apply.
d) In case of purchase after trial or sample, the liability of the seller for hidden defects is excluded if the goods delivered correspond to the sample.

Section 6 Payment
a) See order confirmation for the payment terms (maturity, cash discount, etc.)!
b) The date of the unconditional crediting in the account of the seller is the basis for every payment receipt, in case of check payment 5 days after its presentation at the earliest. If checks or bills are given, their possible acceptance and encashment by the seller does not change the original maturities. This does particularly not indicate a deferment of the payment by the seller. The seller is not obliged to be satisfied with unrequestedly forwarded checks. The same applies to bills received after the payment deadline as well as bills whose economic recoverability is doubtful from the perspective of the seller. Discount charges are borne by the buyer in this case – protest costs and possible processing charges are always borne by the buyer.
c) The seller is entitled to effect partial deliveries according to the production progress and to separately invoice them.
d) The seller regularly sends account statements about his open invoices. The purchaser is obliged to check these for correctness. If he does not object to possible differences within 10 days, the claims calculated on the statement shall be deemed accepted.
e) Payment is firstly offset against interest, then against costs and – only insofar as these exceed them – on the main thing – primarily on the titled or the less secured claim, otherwise against all previous claims.

Section 7 Delay in payment – non-acceptance of the goods
a) In case of a delay in payment, interest to the amount of 10% p.a. is charged as a lump sum. Before full payment of due invoice amounts including costs and interest or in case of refusal of acceptance of earlier deliveries of the seller by the purchaser, the seller is not obliged to any further delivery from an ongoing contract within the scope of the business relationships. The offsetting against contested claims or the retention of due invoice amounts is not permissible. If the purchaser is in arrears with his acceptance or payment obligations fully or partly for more than 10 days, all other claims of the seller from the current business connection become fully payable. If such accelerated maturity of purchasing price demands has occurred, all other possible further deliveries of the seller effected after this maturity are immediately payable net and subject to interest from the date of invoicing with a discountinuance of an originally possibly agreed other payment term.
b) If the purchaser does not accept ordered goods, returns them without justification or he cannot be supplied by the seller because he is in arrears with his other acceptance and payment obligations (Section 2, Section 7a and others), the seller is entitled to otherwise dispose of the goods and to claim the damage incurred in the form of a lump sum of 50% of the purchasing price from the purchaser following the expiration of a period of 10 days after sending a respective written announcement. The seller may also demand the incurred actual minimum proceeds at his discretion.

Section 8 Reservation of ownership
a) The goods delivered remain the property of the seller until full payment of all principal and secondary claims of the seller from the current business connection (goods subject to retention of title). The buyer is only entitled to sell goods within the scope of normal business operations during the period of reservation. He is not entitled to pledge the goods subject to retention of title, transfer them by way of security or to have bargain sales. If the buyer does not meet a payment date or breaches other contractual agreements or circumstances become known that are suitable to reduce the creditworthiness of the buyer, the seller shall be entitled to prohibit the resale of the goods subject to retention of title, to demand return or granting of indirect possession at the buyer’s expense or, if the goods have already been sold but not fully or partly paid yet, to demand payment directly from the customer of the buyer.
In case of seizure, the buyer shall be obliged to immediately inform the seller about the seizure and to name the address of the creditor, the amount of debt, list of objects seized, auction date, address of the bailiff in charge. The costs for the defence against the seizure of the goods by third parties are borne by the buyer.
b) The buyer assigns his claims from a resale of goods subject to retention of title to the seller, no matter whether the goods subject to retention of title are sold to one or several customers. The buyer shall be entitled to collect the claims assigned from the resale until the revocation by the seller which is possible at any time. The buyer is not entitled to the assignment of the claim. The buyer shall be obliged to immediately inform the customer about the assignment to the seller and to prove the notification to us as well as to forward the information and documents with this notification required for collection upon request of the seller – provided that his customer is not automatically informed in this respect.
c) The seller shall be obliged to release securities insofar as their realizable value exceeds the secured claim by more than 20% upon request of the buyer. The selection of securities to be released is subject to the seller.

Section 9 Price, packaging, shipping
a) The prices are applicable in the currency currently used in Germany ex Schorndorf; plus the value added tax valid on the delivery date for domestic customers.
Shipping is carried out by mail or parcel service in cardboard boxes or as hanging shipping. The shipping costs are invoiced.
b) If another packaging or shipping type is stipulated, the full costs are borne by the buyer. The goods are not insured against loss or transport damage by the seller. The buyer bears the transport risk.

Section 10 Delivery dates
a) Unless otherwise agreed the stipulated delivery dates shall be deemed as approximate shipping date.
b) The passing of agreed delivery periods is interrupted as soon and as long as the purchaser is in arrears with his other payment and acceptance obligations vis-à-vis  the seller.
c) Fixed transactions are not made.

Section 11 Exclusion of delivery
If certain fabrics or designs are not delivered or delivered with defects or the production of individual articles or articles of sets are cancelled due to the low order balance on part of the pre-supplier, the seller shall be entitled to adjust the order placed respectively. Total cancellation on part of the buyer is excluded in these cases.

Section 12 Sending of samples
Samples sent that are not in the possession of the seller after 8 days following shipping again shall be deemed firmly accepted. Delayed return is rejected.
The date of the delivery note is taken as a basis for the calculation of the payment term for the sending of samples.

Section 13 Return of goods
Returns of goods that the seller has not approved before are rejected. However, this does not refer to previously communicated notices of defects.

Section 14 Exclusive sales, exclusivity commitments
a) The buyer shall only offer the pieces purchased for sale in the premises stated in his order. The sale of these goods in other premises or via other companies is only permissible following the express written approval of the seller. The buyer shall be held liable for any damage arising for the seller due to possible breaches of this agreement and obliged to the immediate omission and remedial action.
b) The seller does basically not make any exclusive sale commitments. Exceptions are linked to minimum purchase quantities. Such a commitment only refers to the cuts and models ordered and shall only be valid for the respective season.
In case of breaches of exclusivity commitments made to the buyer based on violations against this agreement by other customers, the seller assigns his claims from this agreement to the party harmed so that it can proceed against the violator itself. Further claims vis-à-vis the seller are excluded hereby.

Section 15 Place of performance – jurisdiction – applicable law
a) The place of performance for all services from the delivery contract is the place of the commercial settlement of the seller.
b) The jurisdiction (also for bill and check situations) is the place of the commercial settlement of the seller. The firstly invoked court is the competent court. If a domestic customer is no commercial trader, the preceding jurisdiction agreement is only concluded in case that the party to be claimed against relocates his place of residence or habitual residence from the area of application of the German Code of Civil Procedure (ZPO) or his place of residence or habitual residence is not known at the time of the institution of legal proceedings after contract conclusion.
c) Only German or in Germany valid internationally uniform law of property such as the UN Convention on Contracts for the International Sale of Goods shall apply to the legal relationship with foreign purchasers. Even if this is not provided for in their home law, foreign purchasers shall be obliged to reimburse any possible costs incurred during the compulsory enforcement for claims based on the goods order including any incurred legal and enforcement costs to the supplier.

Section 16 Miscellaneous
a) If a provision of these terms is or becomes fully or partly invalid, the other regulations shall remain unaffected.
b) If a party does not exert the rights it is entitled to, this does not constitute a waiving of these rights.
c) Otherwise and in case of invalidity of these terms, the current respective uniform conditions of the German clothing industry shall apply; alternatively, the legally valid regulation that comes closest to the sense and purpose of the contract shall apply.