General Terms and Conditions of CompoPac, a brand of TVU Garnvertrieb GmbH

I. Scope

These General Terms and Conditions apply to all orders. If the purchaser uses conflicting or supplementary terms and conditions, their validity is hereby rejected. They only become part of the contract if we have expressly agreed to them in writing.
Geltungsbereich
Für alle Bestellungen gelten die nachfolgenden AGB`s. Verwendet der Unternehmer entgegenstehende oder ergänzende Allgemeine Geschäftsbedingungen, wird deren Geltung hiermit widersprochen; sie werden nur dann Vertragsbestandteil, wenn wir dem ausdrücklich schriftlich zugestimmt haben.

II. Contracting Party, Conclusion of Contract, Correction Options

The purchase contract is concluded with TVU Garnvertrieb GmbH. You can initially obtain information about our products without obligation via the contact function on our website, our promotional flyers, or through our sales team etc. By placing a written order, you make a binding offer. If we accept your offer, you will receive a separate order confirmation by email shortly thereafter.

III. Subject Matter of the Contract

Without prejudice to your statutory warranty rights, please note the following: Slight deviations between the displayed and actual product colors may occur due to individual screen settings (e.g., resolution and brightness). In case of uncertainty please contact us.

IV. Delivery and Payment Terms

Our delivery and payment terms apply exclusively, provided they have been explicitly incorporated into the contract. They also apply to future business relationships, as long as the customer has effectively accepted them in a previous contract. Deviating or opposing terms and conditions of our contracting party shall become part of the contract only if we explicitly agree to their applicability in writing. Our silence regarding deviating terms does not constitute consent.

V. Assignment Rights

We may assign claims arising from our business relationships to third parties, particularly for financing (e.g., factoring). This does not affect the obligations of the contractual partner.

VI. Applicable Law

The contract is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory legal provisions of the customer's country remain unaffected. The exclusive place of jurisdiction is the competent court at the seller's registered office.

VII. Due Date in Case of Default

If the buyer is more than 60 days in default with significant payment obligations under this contract, we or the factoring company may declare all outstanding claims immediately due.

VIII. Payments

Payments with a discharging effect must be made exclusively to the bank accounts of ABN AMRO Commercial Finance GmbH, Gereonstr. 15-23, 50670 Cologne. We have assigned our current and future claims arising from the business relationship to this institution. Likewise, our retention of title rights as provided under XIII hereunder, have been transferred as security to this institution. The assignment and security transfer remain in place until all secured claims are fully settled

IX. Confidentiality

Our business partners commit to treating all confidential information received in the course of the business relationship particularly business, technical, or operational data as strictly confidential. They must not disclose this information to unauthorized third parties without our prior written consent and must protect it from unauthorized access and misuse. This obligation continues after the termination of the business relationship for a period of 6 years. Disclosure to affiliated companies or service providers is only permitted if they are subject to an equivalent confidentiality obligation

X. Price Increases Due to Customs, Taxes, and Levies

If changes in customs rates, taxes, or levies on raw materials occur after the order confirmation that lead to increased costs, we reserve the right to adjust the product price in accordance with the actual increase. The price adjustment will reflect the actual increase in the respective levies and will be communicated to the buyer with corresponding documentation. The adjusted price will apply to all quantities yet to be delivered.

XI. Complaints Regarding Quantities, Weight, an Defects

Complaints regarding the weights or quantities must be made within 5 business days after the goods arrive at the destination. Obvious defects in the goods must be notified within 10 business days after arrival, unless the buyer has already begun the processing or handling of the goods. If a notification is not timely, the goods shall be considered as approved. The goods shall also be deemed approved if processing or treatment has commenced before the expiry of the 10-day notice period and the defects could have been identified through a reasonable inspection prior to processing. Hidden defects must be reported immediately upon discovery.

XII. Statute of Limitations for Warranty Claims

Warranty claims expire no later than one year after delivery of the goods to the customer or the designated delivery location. The shortening of the statute of limitations to one year does not apply to claims by reason of harm to life, body, or health caused by willful or negligent breaches of obligations by the seller.

XIII. Retention of Title Rights

  1. The goods shall remain the property of the seller until full payment of all receivables for the delivery of goods arising from the business relationship with seller, including ancillary claims, damages as well as payment of cheques and bills of exchange. The right of retention of title shall remain even if individual claims of the seller are included in an open account and the balance is drawn and recognized.
  2. If the purchaser processes, mixes or combines the goods under retention of title into a new movable good, this shall be done for the seller, without any liability to the seller. By combining, mixing or processing the goods, the purchaser does not acquire ownership of the new item according to sections 947 ff. of the German Civil Code. By combining, mixing or processing the goods under retention of title with items that do not belong to the seller, the seller acquires a joint ownership right in the new item according to the invoice value of his right of retention in proportion to the total value of the new item.
  3. If a central settlement agency, which assumes the accounts receivable risk is involved in the business relationship between the seller and purchaser, the seller shall transfer ownership of the claim upon dispatch of the goods to the central settlement agency under the suspensive condition of payment of the invoice by the central settlement agency. The purchaser is only released from his payment obligation upon payment by the central settlement agency.
  4. The purchaser may resell or further process the goods only under the following conditions:
    a) The purchaser may sell or process the goods under retention of title in the ordinary course of business, provided that his financial situation does not subsequently significantly deteriorate.
    b) The purchaser hereby assigns any claim with all ancillary rights arising from the resale of the goods under retention of title - including any open balance claims - to the seller. The seller accepts this assignment.
    c) If the goods were combined, mixed or processed and the seller has acquired joint ownership in the amount of the invoiced value, then he shall be entitled to the purchase price in proportion to the value of his invoiced right to the goods.
    d) If the purchaser has sold the claim to a factor, the purchaser assigns the claim against the factor which replaces the original claim to the seller and transfers the proceeds to the seller in proportion to the value of the seller´s right. The purchaser is obliged to disclose the assignment to the factor if it is more than 10 days overdue with an invoice or if his financial situation deteriorates significantly. The seller accepts this assignment.
    e) As long as the purchaser meets his payment obligations, he is authorized to collect upon the receivables which have been assigned pursuant to the retention of title clause. The right to collect upon these claims expires in case of payment default by the purchaser or in case of a significant deterioration of the financial situation of the purchaser. In this case the seller is authorized by the purchaser to inform the customers of the purchaser of the assignment and the ownership of the seller in the accounts receivable. To enable the seller to collect upon the assigned claims, the purchaser must provide the necessary information and allow verification of the information. More particularly, the purchaser must provide the seller with a detailed list of all outstanding claims which have been assigned by reason of the retention of title right with the names and addresses of the customers, the amount of each claim, invoice date, etc.
  5. If the value of the existing security provided to the seller by reason of the extended retention of title claims exceeds the total amount of the seller’s claims by more than 10 %, the seller must proportionally release securities at his discretion upon the purchaser's request.
  6. The assigned claims may not be pledged and a security interest in the claims may not be is transferred. In the event of a seizure or an attachment, the purchaser must immediately inform the seller of the name of the creditor who has executed the attachment or seizure.
  7. If, in the exercise of his retention of title, the seller demands the delivered items back, this shall not automatically be deemed a withdrawal from the contract. The seller is free to sell the returned goods subject to the retention of title by means of a private sale.
  8. The purchaser shall store the goods under retention of title for the seller free of charge. He shall insure them against standard risks, such as fire, theft and water damage within the usual scope. The purchaser hereby assigns his claims for damages against insurance companies or third parties because of the realization of the aforementioned in the invoiced amount of the retained goods to the seller. The seller accepts the assignment.
  9. All claims and rights arising from the retention of title and all its special forms defined in these conditions shall remain in force until there is a complete release from the contingent liabilities such as out of checks and bills of exchange that the seller has incurred in the interest of the purchaser. In the case of sentence 1, the purchaser may carry out the factoring of his accounts receivable. As a matter of principle allowed to carry out factoring for his accounts receivable. However, he must inform the seller before incurring any contingent liabilities such as bills of exchanges or checks.

 

XIV. Force Majeure

A force majeure event or any other unforeseeable serious event that is not in the responsibility of the seller (e.g., strikes, blackout, law regulations, impairment of contracted raw material supply or other operational breakdowns) and which has been existent for at least one week or is presumably ongoing for more than one week, allows the seller to change the delivery dates accordingly.
The seller must inform the buyer as soon as the delay is evident.

XV. Compensation

Claims for damages that relate to minor violations of a collateral duty, as well as the compensation for consequential damages that are not related to circumstances typically associated with the product and therefore are not foreseeable for the seller, shall be excluded under all circumstances. This shall not apply for damages to health, life and limb as a result of negligent violation
of duty by the user or a deliberate or negligent violation of duty by a legal representative of the user or person assisting in the fulfillment of the user’s contract.