“partnership needs fair rules”
general terms & conditions
§1 validity and collision clause
(1) these general terms and conditions shall apply for all contracts, deliveries and performances made between the company pad home design concept gmbh (hereinafter referred to as „pad“) and other companies (hereinafter referred to as „client“).
(2) the client accepts these general terms and conditions by placing an order.
(3) future contracts, deliveries and services are also subject to the latest version of these terms and conditions even if they are not newly explicitly agreed upon.
(4) any terms and conditions previously agreed upon thus cease to be valid.
(5) contradictory terms and conditions of the client are not applicable and do not become part of the contract unless confirmed by pad in writing. this shall also apply if orders are executed by pad despite being aware of the client`s deviating
§ 2 orders and contracts
(1) orders placed by the client are a binding offer to buy. this shall also apply for orders placed on the telephone, by telefax, by internet or by scans of electronic devices.
(2) the contract, however, only shall be deemed concluded when pad has confirmed the order in writing, by telefax or by e-mail, or when delivery has been made.
(3) agreements which have been made with pad ́s sales representatives, exhibition staff or fair staff and which are deemed to be binding for pad need to be confirmed by pad according to the paragraph above (2).
§ 3 terms and conditions of orders
(1) prices according to price lists, catalogues and item labels are net prices ex works (currently mertingen), value added tax, if applicable, must be added.
(2) the minimum order value for existing clients (clients which have placed an order with pad within the last six months) is € 350.00 (net). the minimum order value for new clients is € 750.00 (net)
(3) the minimum order value for orders which are placed by existing clients at fairs or exhibitions for domestic delivery amounts to € 500.00 (net). for export deliveries, the general minimum order value for both existing and new clients is € 1,200.00 (net).
(4) orders below the corresponding minimum value can be charged with handling fees equal to 10% of the net order value.
(5) a deposit of 40% of the net order value must be paid for custom-made orders.
(6) if the customer requests delivery of cushion covers including filling material, there will be an additional filling fee of € 0.30 per cushion which is added to the material costs.
(7) basically, it is not possible to order quantities smaller than the respective packaging unit which is mentioned in the catalogue or price list.
(8) orders with different order dates or delivery dates on them or regarded as separate orders.
§ 4 terms of delivery
(1) after order confirmation, pad still reserves the right of delivery subject to availability. among others, availability depends on deliveries received from sub-suppliers, possible production stoppage of certain articles due to low demand, etc. if delivery is not possible pad will inform the client without delay and the order is considered to be cancelled insofar as delivery cannot be made.
(2) execution of the order by successive partial shipments according to production progress and according to pad ́s supplies received from sub-suppliers is allowed and not limited in time. back-ordered items will be delivered when available without special written information.
(3) exact dates of delivery are binding only if explicitly confirmed by pad.
(4) delivery of goods made to customer´s specifications is normally made within 120 days from receipt of the deposit.
(5) delivery is made ex warehouse (currently mertingen). transport is at buyer´s expense and risk.
(6) costs for freight and packaging are charged separately, unless otherwise stated in the order confirmation or in our general terms and conditions.
(7) there are no transport costs for deliveries within germany with a value of net € 500.00 and more. for cushion fillings, as an exception to this rule, transport costs are always charged.
(8) transport packagings and all other packagings according to the packaging ordinance or other legal provisions are non-returnable. the client is obliged to dispose of the packagings at his own cost.
(9) delivery against advance payment is requested if there are payment delays relating to earlier deliveries.
§ 5 transfer of risks
the risk of accidental loss and/or accidental deterioration of the goods shall pass to the customer upon delivery of the goods to the forwarding agent, the freight carrier or any other person charged with the execution of the shipment.
§ 6 terms of payment
(1) invoices are payable within 14 days after the invoice date.
(2) for full payment within 7 days after the invoice date pad grants a 2% discount.
(3) if there is a sepa direct debit mandate, the client ́s account will be debited 10 days after invoice date, deducting a 4% discount. the time of pre-notification is shortened to 3 days. the client confirms that he has the corresponding authorization for the relating account. the client has to make sure that the account is sufficiently covered. all costs arising from returning or non-collection of a direct debit are to the client´s account, as long as the returning or non-collection is not caused by pad.
(4) the client authorizes pad to use the payment details mentioned in his first order (credit card, prepaid credit card or bank account) for all future orders or any other costs which the client owes to pad.
(5) bank charges associated with payments by credit card are the responsibility of the client.
(6) complaints do not change the due date of the invoice. if there is a complaint, payments can be withheld only in an appropriate extent to the defect.
(7) the client is not authorized to deduct any disposal costs from the invoice.
(8) in case of delayed payments, non-collection of a direct debit, non-clearing of checks and drafts, or initiation immediately payable.
§ 7 delay in payment
in the event of a default in payment the client must bear all costs related with the debt collection, e. g. dunning costs, legal fees, default interest of 10%, which apply after the first payment reminder, as well as costs of debt collection agencies, if necessary.
§ 8 cancellation of orders
provided that pad grants the client a right to cancel the order upon request, cancellation is made against 30% of the order value pad reserves the right of ownership of the sent items until the customer pays the total outstanding invoice balance.
§ 9 deficiencies
(1) special features, characteristics and specific purposes of goods are only regarded as agreed upon if expressly confirmed by pad in writing.
(2) minor variations of quality, colour or design which are technically not avoidable do not substantiate defects.
(3) pad must be informed about any defects within 5 working days after receipt of the goods. a written notification is necessary. if the customer fails to notify, the goods are deemed to be alright. for any hidden defects shall the statutory provisions apply.
(4) pad shall be granted two attempts of supplementary performance in case of any material defects. if these attempts fail the client has the right to cancel the contract or to claim a price reduction.
(5) if the client rejects supplementary performance without justification, 30% of the general value of the goods concerned can be charged by pad. this amount can be higher or lower, however, if pad can prove that the loss incurred was higher or if the client can prove that the loss incurred was lower.
(6) the limitation period of claims for defects is 12 months from delivery. this does not apply for the liability for damages according to § 12 article (1) and (2).
(7) the client must prove that the defect of the goods already existed on transfer of the risks.
(8) if any damage occurred during transport, immediate written confirmation.
§ 10 returns
(1) returns are to be announced in writing and are subject to prior approval by pad.
(2) returns are only accepted free of charge (freight and/or postal charges).
§ 11 retention of title
(1) pad retains title to all items supplied until full payment is made.
(2) the client is entitled to sell the goods in ordinary course of business and to collect the selling price. the client assigns the resulting claims to us.
(3) the proprietary rights are also effective against third parties.
(4) if the client should be in default of payment he must on request of pad make known the assigned claims and their debtors, provide any information and documents necessary for collection assignment.
§ 12 liability
(1) pad is unrestrictedly liable for damages which are caused by intentional or grossly negligent breach of duty as well as for claims under the product liability law and for the extent of any guarantee it has assumed.
(2) furthermore, pad is unrestrictedly liable for damages to life, body or health resulting from its own negligent violation of duties.
(3) pad ́s liability in the case of minor negligent breach of essential contractual obligations (cardinal duty) is limited to the value of the foreseeable, typically occurring damage. essential contractual duties are those which ensure the proper execution of the order and in whose observance the client may regularly trust.
(4) all other liability of pad shall be excluded.
(5) insofar as the liability of pad is excluded or limited, this also applies to its employees, representatives and other assistants.
§ 13 exclusiveness
the client will offer the goods only in the shop or through the distribution channel assigned when placing the order. other distribution methods need to be confirmed by pad in writing.
§ 14 place of fulfillment
place of fulfillment for all contractual performances is the location of pad.
§ 15 applicable law / place of jurisdiction
(1) the laws of the federal republic of germany shall apply with the exception of the un law on international sales (cisg).
(2) the only court of jurisdiction for all disputes from or in connection with this contractual relationship is pad´s regional court if not opposed by legally mandatory regulations.
§ 16 others
pad is allowed to save the client´s personal and corporate data received connection with the business relationship for its own purposes.
general terms of:
pad home design concept gmbh
königsberger straße 46
86690 mertingen / germany
p: +49 9078 912526-0
f: +49 9078 912526-26
vat no.: de 246772709
managing director: michael rossmann
amtsgericht augsburg hrb 21693
as amended up to: april 2014