The offer of Joytex GmbH & Co. KG is aimed exclusively at commercial companies (within the meaning of Section 14 BGB [German Civil Code]). All offers, purchases, orders and deliveries are made exclusively in accordance with our General Terms and Conditions. The following terms and conditions shall be accepted by the purchaser after placing the order and receiving the goods, even if conditions to the contrary are stated in his/her order forms. Deviations must be confirmed by us in writing. If any provision of these Terms and Conditions of Sales and Delivery is invalid, this shall not affect the validity of the remaining provisions.
2. OFFERS AND PRICES
a. All offers of Joytex GmbH & Co. KG are subject to change, samples are non-binding. Descriptions and dimensions (such as colour designations or sizes) are approximate and may vary per batch. They are not subject to any standards and therefore do not give rise to any objections. Arrangements and agreements to the contrary must be confirmed in writing.
b. If the order has not been placed, we are entitled to demand payment for designs, advice and calculations.
c. We will charge you for processing unless the corrections we have made are approved within 6 weeks.
d. Samples are normally calculated on a unit-price-plus- shipping-costs basis and are generally excluded from exchange or return.
e. Our prices are calculated on the basis of the currently applicable material prices, wages and external costs. In addition, the prices are based on the current exchange rates. Should the prices rise by the delivery date, we will be entitled to invoice you the adjusted prices. The purchaser hereby agrees to the foregoing provision. Payments on account or advance payments made by the customer shall not affect the foregoing provision. The purchaser shall be notified of any price increases without undue delay. The latter has the right to cancel the relevant article within 8-day notice. Price increases which do not grant the right to cancellation are tax hikes, revised import duties or other charges at the seller’s expense after concluding the sales contract.
3. DRAFTS/SAMPLES TOOLS/ TECHNICAL/SPECIFICATIONS/DEVIATIONS/WAGE PRESSURE, ETC.
a. We shall reserve the copyrights and property rights to drafts, drawings and other documents. They may only be made available to third parties only upon our consent. If we have supplied bags or other products based on the drawings, models, samples or other documents handed over by the customer, the latter shall assume the guarantee that industrial property rights of third parties are not infringed upon. If third parties prevent us from producing or supplying such items referring to industrial property rights, we are not obligated to review the legal situation, but are entitled to discontinue any further activities in this respect and to demand reimbursement of the costs incurred and the loss of profit. The customer also undertakes to indemnify us without undue delay against any and all claims asserted by third parties in connection therewith. The customer shall indemnify us against any and all damages arising from the property rights asserted by third parties.
b. Where revision is required, the purchaser shall be solely liable for any errors that he/she has overlooked. We shall assume no liability whatsoever if hearing or writing errors occur during the transmission of orders, requests for text or image changes, etc. by telephone or data transmission. In that case, it is recommended that the customer should confirm the transmitted information in writing.
c. All tools, sieves, or other devices and print templates shall remain our property.
d. Any data carriers with graphic or other data, which we receive from our customers shall be regarded as backup copies. We cannot assume any warranty for these data carriers.
e. Please note that product-related deviations may occur in processing, design and material, as well as colour printing, both on the stand and in the final product. For technical reasons, dimensional deviations of up to 10% may occur. Complaints regarding the listed deviations are expressly excluded.
f. We adhere to colour values and remain faithful to the original motif within the normal tolerances for textile printing. Minor colour deviations for dyed goods within a delivery shall be accepted.
g. In the event of repeat orders, colour deviations or model changes may occur due to the production technology reasons. Minor deviations do not grant any claims. To match the same colour of a previous delivery, the relevant production sample should be provided to Joytex by the customer. If no old production sample is provided for a repeat order, no complaints based on an old production sample can be accepted later. No complaints based on the previous production sample shall be accepted unless the previous production sample has been provided for a repeat order.
4. GREEN POINT
We assume that by placing a bulk order for supply of bags you order purely promotional items, which are not subject to the Packaging Ordinance.
5. TERMS AND CONDITIONS OF DELIVERY
a. The delivery dates, whether prescribed by the purchaser or specified by the seller, apply only approximately and are non-binding. Any delays in delivery do not entitle the purchaser to claims for damage. In the event of a delay in delivery, a reasonable period of grace shall be granted to us. An 18-day grace period shall apply. Where Joytex is unable to deliver within the stated grace period, the purchaser shall be entitled to demand the cancellation of the relevant item. No claims for damages shall be asserted in that case. Goods are transported directly to the purchaser either by truck or parcel service. Freight costs and risk shall be borne by the purchaser. The goods will only be insured by Joytex against risks of any kind at the express request and expense of the purchaser.
b. Partial shipments shall be permitted and deemed to constitute independent transactions. Differences arising from independent transaction shall not be deemed to cancel the unfulfilled part of the purchase contract.
c. We reserve the right to make surplus or short deliveries of up to 5 %, since they cannot be avoided for technical reasons. The quantity actually delivered shall be invoiced.
d. Up to 3 % scrap should be factored for textile printing. In this regard, no invoice deduction is possible.
e. Deliveries shall be effected at the cost and risk of the purchaser. Unless specific shipping instructions are provided, shipping shall be effected at our discretion.
f. Circumstances beyond Joytex’s control, which delay or render the delivery impossible, shall further entitle Joytex to deliver the goods, even after the grace period of 18 days. In that case Joytex may choose to withdraw from the order. Circumstances beyond Joytex’s control (this applies to Germany and the manufacturing countries such as China and India as well as corresponding transport destinations and routes) include, for example: War, riots, insurrection, theft, sabotage, flooding, fire, storm, boycott and official measures or delays in obtaining import and export documentation.
g. The purchaser is obligated to accept the goods within the delivery period, extended by the grace period of 18 days. If the purchaser remains in arrears despite a written request, Joytex is entitled to demand payment of the purchase price of the part of the relevant order which has not yet been accepted without further notice of default. Joytex reserves the right to compensation amounting to 15% of the cancelled order value.
6. DELIVERY ABROAD
All deliveries abroad are legally bound to our Terms and Conditions of sale. All rights arising out of or in connection with this contractual relationship shall be exclusively governed by German law. In the event that we have to take legal action abroad to assert our contractual claims, the purchaser undertakes to assume and pay all legal and extrajudicial costs plus any fees incurred for attorneys. By placing an order, the customer abroad acknowledges these conditions.
7. TERMS OF PAYMENT
a. Unless otherwise agreed in writing, our invoices shall be due within 8 days of the invoice date with a 2% discount or shall be payable within 30 days net. Deliveries to first-time customers are subject to prepayment. We reserve the right to deliver only by cash on delivery, cash in advance or other terms of payment to be agreed with the customer instead of the usual terms of payment.
b. In the event of payment arrears, the reminder fees of 5 euros for the second reminder and 10 euros for each subsequent reminder shall be paid. Interest on arrears shall be charged at the standard bank interest rate. Furthermore, all outstanding claims that are not yet due shall be payable without undue delay and deduction.
8. RIGHT OF WITHDRAWAL
Where the seller has reasonable doubts regarding the creditworthiness of the purchaser, the seller shall be released from its duty to deliver. Joytex reserves the right to have the purchaser’s creditworthiness verified through Creditreform or Schufa. The same applies if the purchaser is in arrears with payment arising from previous deliveries.
9. PLACE OF PERFORMANCE AND JURISDICTION
All contracts with Joytex are subject to German law. Place of performance and jurisdiction is Coesfeld.
10. NOTICE OF DEFECT
a. Any complaints shall be asserted in writing within 14 days after receipt of goods. Defects in parts of the delivery shall not entitle buyers to make complaints about the delivery as a whole. The payment obligation shall not be rescinded thereby.
b. Duly notified defects to not entitle the purchaser to demand reduction of the purchase price. The seller reserves the right to avert claims for reduction of the purchase price by delivering defect-free replacement goods against return of the delivered defective one at its discretion. If Joytex fails to fulfil these requirements, Joytex may be obligated to reimburse the net invoice price plus freight costs. Any further claims for compensation are generally excluded. The purchaser therefore is not entitled to claim any further compensation. Purchaser shall assume the risks involved in the return of goods.
Unprinted textiles can only be exchanged in exceptional cases by mutual agreement. The returned goods must be in a perfect, ready-for-sale condition. Any freight and postage costs as well as costs incurred for repackaging shall be borne by the purchaser.
12. RETURNS OF GOODS
Where there is an error on the part of the supplier, we will collect the goods from you free of charge. Otherwise, the purchaser undertakes to send us the goods free of charge. We accept returns of new, unused goods if our delivery was made no more than two weeks ago. After processing the returned goods, you will receive a credit note for the invoiced value of the goods less 15 % handling costs; shipping costs will not be credited.
13. RETENTION OF TITLE
The delivered goods shall remain the property of the seller until the purchaser has paid the purchase price and settled all claims of the seller arising out of or in connection with the business relationship.
a. The goods may be resold by way of an ordinary and proper business transaction, but they may neither be pledged nor transferred by way of security until full payment has been made without the seller’s written consent.
b. If the goods are mixed or combined with foreign objects, the seller shall become co-owner in proportion to his share in the value of the goods. The purchaser shall assign the right of ownership or co-ownership to the seller in advance. The acquisition of the processing property is excluded during the existing retention of title in accordance with Section 950 BGB [German Civil Code]. The purchaser’s claims against third parties arising out of or in connection with the processing or use of the delivered materials or the delivered parts are hereby assigned to the seller up to the amount of the purchase price claims which are still outstanding on the date of further processing/use, without requiring a special letter of assignation thereof. As long as the purchaser fulfils its own payment obligations vis-a-vis the seller, it remains authorised to collect the assigned claims. However, if it fails to meet its payment obligations, the seller may disclose the assignment and demand payment directly from the purchaser’s customers. The seller must be notified without undue delay of any access by third parties to the reserved goods.
14. CONDITION OF THE GOODS
The purchaser is not permitted to change the condition of the goods by changing the affixed labels or affixing other labels. Where the aforementioned provision is violated, Joytex is entitled to demand that the purchaser pay a fine of EUR 10,000.
Joytex GmbH & Co. KG