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1.1 These General Terms and Conditions shall apply to all transactions of Halbmond with entrepreneurs, merchants, legal entities under public law or special funds under public law. Halbmond provides its deliveries and services exclusively on the basis of the following General Terms and Conditions.
1.2 General terms and conditions of our contractual partner that conflict with or supplement our provisions shall not apply unless Halbmond has expressly agreed to them.
1.3 These General Terms and Conditions shall also apply to all future transactions with our contractual partners, insofar as these are legal transactions of a related nature.
Our offers are non-binding and merely represent an invitation to our contractual partner to submit an offer. All orders placed with the supplier by the purchaser directly or via a sales representative require acceptance by written order confirmation, unless it is a cash transaction in which the services are provided immediately step by step.
We expressly reserve the right to deviate from the ordered or delivered items from the order, in particular with regard to material and design, within the scope of technical progress, if the change is reasonable for the customer.
3.1 All deadlines for deliveries and services are only approximate and non-binding.
3.2 The buyer may only withdraw from the contract after the expiry of a subsequent delivery period; the cancellation must be made in writing.
If the buyer wishes to claim damages instead of performance, he must set the seller a 4-week deadline in writing after expiry of the agreed delivery period. The statutory regulations on the dispensability of setting a deadline (§ 281 Para. 2, § 323 Para. 2 BGB) remain unaffected.
Prior to the expiry of the subsequent delivery period, claims of the buyer due to late delivery are excluded.
3.3 In the event of force majeure, labour disputes for which we or our suppliers are not responsible, machine damage, energy and raw material shortages, official decrees, severe pandemic-related disruptions and unavoidable operational and transport disruptions for which we are not responsible and which have lasted or are expected to last longer than one week, the delivery period shall be extended by the duration of the hindrance plus a reasonable restart period. The extension shall only apply if we have informed the Buyer immediately of the reason for the hindrance as soon as it becomes apparent that the delivery or acceptance deadline cannot be met. Claims for damages shall be excluded in the cases of Clause 3.3. if we have given notice of the impediment in accordance with Clause 3.3. The provision in Clause 10.2 shall apply analogously.
4.1 The place of fulfilment for all services of our company is the registered office of Halbmond (Oelsnitz/Vogtl.).
4.2 The goods shall be delivered uninsured ex works Oelsnitz/Vogtl. unless otherwise agreed. The purchaser shall bear the special packaging and shipping costs. The buyer can determine the carrier.
4.3 Partial deliveries are permitted.
4.4 If, due to the fault of the purchaser, the goods are not accepted on time, we shall be entitled, at our discretion, after expiry of a grace period of 10 calendar days to be set by us, either to invoice the goods with immediate maturity (invoice in arrears) or to withdraw from the contract or to claim damages. In any case, we shall be entitled to invoice the storage costs incurred as a result of late acceptance.
4.5 In the event of delayed or omitted call-off of partial deliveries, despite a request for call-off by Halbmond, Halbmond shall be entitled to store the goods at the buyer's expense or to outsource them.
4.6 Due to the print technology used, the carpet goods can only be produced in lengths or area sections that are a multiple of the print head length. The customer is obliged to accept and pay for the corresponding sections in full. This results in a possible production-related overproduction to be remunerated as follows:
Our sales department will inform you on request about quantities that can be produced without overproduction - which depend on the type of goods ordered and the printing process.
5.1 The invoice shall be issued on the day of delivery or provision of the goods.
5.2 Unless otherwise agreed in writing, the amount receivable from the invoice shall generally be due net 30 days after the invoice is issued without deduction. Our contractual partner shall be in default even without a reminder from us if the full amount due from the invoice has not been credited to the account by the due date. In the event of default in payment, default interest of 9% above the respective base interest rate pursuant to § 288 para. 2 BGB shall be charged.
5.3 In the event of late payment, we shall be entitled to withhold further deliveries
5.4 In the event of a significant delay in payment by the customer, Halbmond shall be entitled, after setting a reasonable deadline, to refuse to fulfil further orders from the customer and/or to suspend their production. In the event of suspension of production, delivery periods shall be extended by the period of suspension plus reasonable restart periods. If the duration of the significant delay in payment and the resulting suspension of production reaches three months, we are entitled to withdraw from the contract or partial withdrawal from the contracts with regard to the suspended products and to demand compensation.
5.5 In the event that the claim is passed on to a debt collection agency and/or for out-of-court legal action by Halbmond after the due date and reminder, the customer shall bear the collection costs and/or out-of-court legal action costs and shall indemnify Halbmond against them.
5.6 The timeliness of a payment to Halbmond shall be determined by the final credit entry in Halbmond's account. The place of fulfilment for payments to Halbmond is the registered office of Halbmond.
5.7 In case of doubt, prices and price agreements are quoted in euros. In case of doubt, prices to entrepreneurs shall be understood as net, i.e. plus the applicable VAT. In the event of changes to the VAT rate, we shall be authorised and obliged to adjust the gross prices to reflect the change in the VAT rate.
Offsetting and retention against our due invoice amounts is only permitted with undisputed or legally established claims.
In the event of a significant deterioration in the customer's financial circumstances (e.g. imminent insolvency or repeated default in payment), we may refuse to fulfil our obligations under all supply contracts based on the same legal relationship or withdraw from these supply contracts after setting a grace period of 12 calendar days. § Section 321 BGB and Section 119 InsO remain unaffected. If the customer is in arrears with a due payment or if there is a significant deterioration in his financial circumstances, we can demand advance payment by the customer before delivery of the goods for outstanding deliveries from an ongoing contract, with the payment deadline being cancelled.
8.1 We reserve title to the delivered goods until all claims arising from the business relationship have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this.
8.2 Our contractual partner is obliged, as long as ownership has not yet been transferred to him, to treat the object of purchase with care and to insure it against the usual risks, e.g. fire, theft and water to the customary extent. As long as ownership has not yet been transferred, our contractual partner must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, our contractual partner shall be liable for the loss incurred by us.
8.3 If a centralised settlement office is involved in the transaction and assumes the del credere, we shall transfer ownership upon dispatch of the goods to the centralised settlement office subject to the condition precedent of payment of the purchase price by the centralised settlement office. Our contractual partner shall only be released upon payment by the centralised settlement agent.
8.4 Our contractual partner is authorised to resell the reserved goods in the normal course of business. Our contractual partner hereby assigns to us the customer's claims arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT); we hereby accept this assignment. This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. Our contractual partner shall remain authorised to collect the claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as our contractual partner fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
8.5 The handling, processing or transformation of the object of sale by our contractual partner shall always be carried out in our name and on our behalf until the invoice has been settled in full, without this placing us under any obligation. In this case, the expectant right of our contractual partner to the purchased item or to the remodelled item shall continue. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the item of our contractual partner is to be regarded as the main item, it is agreed that our contractual partner shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against our contractual partner, our contractual partner shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
9.1 Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our contractual partner. This shall not apply if the law prescribes longer periods in accordance with § 438 Para. 1 No. 2 BGB (buildings and items for buildings), § 479 Para. 1 BGB (right of recourse) and § 634 a Para. 1 BGB (building defects).
9.2 If the goods are defective, we have the choice of either repairing the goods or supplying replacement goods. In the event of justified complaints, the buyer is obliged to actively cooperate and minimise costs. The buyer shall bear the installation and removal costs.
9.3 Once the delivered goods have been cut to size or processing has commenced, any complaint about defects in the goods is excluded if the defect was already recognisable before processing. In the event of a defect, the goods may only be returned to the supplier with the supplier's prior consent. Returns made without the supplier's prior consent need not be accepted by the supplier. Furthermore, the purchaser must ensure that the return consignment is properly packaged and transported.
9.4 Warranty rights of our contractual partner presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The complaint in accordance with § 377 HGB must be made to us in writing.
9.5 Claims for defects shall not exist in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground, improper cleaning or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by our contractual partner or third parties, no claims for defects shall exist for these and the resulting consequences.
9.6 The following product-typical properties of our carpet goods do not constitute defects:
- deviations in colour, dimensions, thickness, weight, finish and pattern, among other things, which are permissible in accordance with the applicable DIN standards and are due to the manufacturing process;
- production-related distortions of broadloom that comply with the tolerance limits of DIN CEN/TS 14159;
- Colour differences which are to be classified as greater than 3 according to grey scale DIN EN 20105 - A 02;
- Pile compressions and displacements that occur during storage, transport and/or use;
- in the case of small-patterned carpets, production-related so-called zip effects after installation are unavoidable state of the art
- Shading due to pile reversal (shading), which is unavoidable in rare cases with velour carpets due to the material or construction.
9.7 The Buyer shall be obliged to inform any end customers in good time about the typical product properties, in particular in accordance with Clause 9.6, and to provide them with our care and cleaning instructions. Goodwill decisions agreed between the buyer and the end customer cannot be asserted at our expense.
10.1 Claims for damages against us are excluded, unless otherwise stipulated in these terms and conditions.
10.2 The exclusion in Clause 10.1 shall not apply in the event of liability under the Product Liability Act, in the event of intent, gross negligence on the part of owners, legal representatives and executives, in the event of fraudulent intent, non-compliance with an assumed guarantee, culpable injury to life, limb or health or in the event of culpable breach of material contractual obligations; material contractual obligations are those whose fulfilment characterises the contract and on which the Buyer may rely. However, a claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another case as specified in Clause 10.2 sentence 1 exists.
10.3 A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.
11.1 This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The exclusive place of jurisdiction for all disputes shall be the registered office of Halbmond Teppichwerke GmbH (Oelsnitz/Vogtl.).
12.1 Amendments and supplements to the contractual relationship between the parties must be made in writing.
12.2 Should individual clauses of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.
Status: 01.01.2022