§1 Validity and collision clause
(1) These general terms and conditions shall solely 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 despite being aware of deviating conditions.
§ 2 Orders and conclusion of 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, SMS, E-mail, social media (e. g. WhatsApp) or by scans of electronic devices directly to pad or members of staff (e. g. representatives, business travelers or exhibition staff). Pad is entitled to confirm orders within a period of two weeks.
(2) The contract, however, only shall be deemed concluded when pad has confirmed the order inwriting, 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 € 500.00 (net). The minimum order value for new clients is € 1,500.00 (net)
(3) The minimum order value for orders which are placed by existing clients at fairs or exhibitions for domestic delivery amounts to € 800.00 (net). For export deliveries, the general minimum order value for both existing and new clients is € 2,000.00 (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 50% 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 € 0.53 (net) per cushion which is added to the material costs.
(7) Unless explicitly stated otherwise in writing, 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 and default of acceptance
(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) Costs for freight and packaging are charged separately, unless otherwise stated in the order confirmation or in our general terms and conditions.
(6) Even after an order has been confirmed, PAD GmbH reserves the right to charge the customer in full for all (partial) deliveries with the daily updated transport costs of PAD GmbH and/or third parties (e.g. service providers) valid at the time of delivery. Deviating from this are subsequent deliveries caused solely by PAD GmbH, for which no transport costs will be invoiced.
(7) 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.
(8) Delivery against advance payment is requested if there are payment delays relating to earlier deliveries.
(9) In the event of default in acceptance or other culpable breach of cooperation obligations on the part of the client, pad shall be entitled to claim compensation for the resulting damage, including any additional expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer at the time of the default in acceptance or other breach of duties to cooperate.
§ 5 Transfer of risks
(1) Delivery is made ex works (currently Mertingen) at the client´s cost and risk. The risk of accidental loss 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. In all other respects § 4 subsection 9 applies.
§ 6 Terms of payment
(1) Invoices are payable within 7 days after the invoice date.
(2) For full payment within 5 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 7 days after invoice date, deducting a 3% discount. The time of pre-notification is shortened to 5 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 of insolvency proceedings all of our receivables shall be 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 35% of the order value
§ 9 Deficiencies and warranty
(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. Especially for handmade products, this reflects the character and individuality of the goods.
(3) The prerequisite for any warranty rights of the customer is its proper fulfillment of all inspection and complaint obligations owed under § 377 German commercial code; In the case of recognizable defects, an inspection and complaint period of max. five working days shall apply. Complaints and notifications must always be made in writing.
(4) In the event of material defects, pad has the right to subsequent performance. If this fails, the customer’s right to a reduction in price or cancellation of the contract shall remain unaffected.
(5) If the client rejects supplementary performance without justification, 35% 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 the transfer of risks. 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 risks.
(8) If any damage occurred during transport, the client must ask the freight carrier for an 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. In case of breach of contract by the buyer, pad is entitled to take back the goods.
(2) The client shall handle the goods with care, insure them appropriately and, if necessary, maintain them.
(3) Insofar as the purchase price has not been paid in full, the buyer must inform pad immediately in writing if the goods are encumbered with the rights of third parties or exposed to other interventions by third parties.
(4) The client shall be entitled to sell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to pad all claims arising from such resale, irrespective of whether such resale takes place before or after any processing of the goods delivered subject to retention of title. Irrespective of pad´s authority to collect the claim itself, the client shall remain authorized to collect the claim even after this assignment. In this context, pad undertakes not to collect the claim as long as and insofar as the buyer meets his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and
there is no discontinuation of payments.
(5) Insofar as the above mentioned securities exceed the claims to be secured by more than 10%, pad shall be obliged to release the securities according to pad´s selection at the client’s request.
§ 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) Unless otherwise expressly provided above, any further 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 Set-off / retention
The customer is only entitled to set-off insofar as his counterclaims are undisputed or have been legally established. The customer shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.
§ 14 Exclusion of unknown business platforms and trade levels
The client shall market or offer the delivered goods only in its business premises known at the time of placing the order. Any other distribution platform (e. g. webshop) or trading level is only permitted with pad´s prior written consent.
§ 15 Information on property rights / refraining from imitations
Express reference is made to the property rights existing in favor of pad, in particular copyrights and trademark rights. The customer undertakes neither to imitate the products distributed by pad nor to have them imitated and / or to bring imitated products into distribution in his own name or in the name of others. Copyright claims remain unaffected by these provisions.
§ 16 Dispute settlement
The EU Commission provides a platform for out-of-court online dispute resolution (OS platform), which is available at https://ec.europa.eu/consumers/odr. The Institute is neither willing nor obliged to participate in dispute resolution proceedings at a consumer arbitration board.
§ 17 Place of fulfillment
Place of fulfillment for all contractual performances is the location of pad.
§ 18 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.
§ 19 Others
pad is allowed to save the client´s personal and corporate data received in 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
USt.IdNr.: DE 246772709
Geschäftsführer: Michael Rossmann
Amtsgericht Augsburg HRB 21693
Sitz der Gesellschaft: Mertingen
As amended up to: January 2022