General Terms & Conditions

of the Silk House© GbR, Heidelberg, Germany

Valid for Business Relationships outside Germany

§1 General

Subject of the general terms & conditions is the regulation of contract terms of all contracts between the company the Silk House © and clients. Those terms and conditions are valid each time that are existing on date of contract conclusion or date of order given. The general terms & conditions also count to all future business connections, even if they are not expressly agreed again.
All - also future - deliveries and servics of the Silk House© are carried out exclusively due to the subsequent terms. At placement of order, latest with the receipt of our delivery, our terms and conditions are considered accepted.
We explicitly contradict herewith any terms & conditions of buyers / clients. Sales personnel or sales agents of the Silk House© are not authorised to accept any purchasing terms of buyers or clients. They are also not authorised to agree any other terms & conditions apart from the here underlying ones. Oral agreements are subject to written confirmations in order to be valid.
In case single terms of these General Terms & Conditions should become prtially or completely non-effective, remaining terms and conditions will remain fully effective.

§2 Offer, Prices and Contractual Agreements

Offers and pricelists (incl. internet) of the Silk House© or of an instructed agent are subject to a written confirmation. Products that are not bindingly confirmed are subject to prior sale.
All internet offers under any of the web sites of the Silk House© are not binding and are subject to available stores. the Silk House© has the right to cancel any purchase within a period of 2 weeks without the indication of reasons.
The pricelist valid is the one existing on the day of order placement. Oral price agreements are only valid if they have been confirmed by the Silk House© in written.
For samples and sample products the Silk House© raises a charge in accordance to the actual price list. There is no claim on the refund of this charge at the time of a following purchase.
Custom-made products require an advance payment of minimum 50% of the total value. Only after the receipt of this payment, the Silk House© will proceed the order. Custom-made products are excluded from redemption.
the Silk House© is entitled to cancel any contract of order in case the client or business partner has given wrong indications, specifically with regards to its identity. Any claim of damages will remain the right of the Silk House©.
Any orders are subject to be confirmed by the Silk House© in a written form. The confirmation may be replaced by the delivery of the ordered product(s).
the Silk House© reserves the right of a deviation tollerance of +/- 2% with regrds the ordered product, specifically in relation to sizes or colours.

§3 Delivery Time, Delivery Period

Delivery times and delivery periods are approximate indications unless the Silk House© confirmed them explicitly as binding in a written form. When verifying specifically agreed delivery times, all deliveries are considered "in time" if the merchandise has left the Silk House© premises or the Silk House© supplier's premises on the last day of the delivery period.
Fix dates are only acknowledged by the Silk House when confirmed explicitely in written format by the Silk House. The hint "fix" or "latest by" does not constitute the requirements on such business.
Delivery times and delivery periods are prolonged by a delay of the client by the same time frame. The same counts for incidents that are outside our control and will, specifically for those that are caused by our supplier(s).
In case the receipt of merchandise does not happen by the client within 14 calendar days, the Silk House© may set a time limitation of 10 additional days. After this period, the Silk House© is entitled to issue a backorder invoice or to cancel the contract and to claim for damage.
Can the client not be found under the address indicated by the same company / person, the client falls behind with the acceptance of the ordered merchandise. The client has to compensate the costs that occured through the vain attempt of delivery.

§4 Disruption of Delivery

Is the compliance of delivery terms delayed or impossible due to reasons that are not caused by the Silk House© (e.g. force majeure, labor disputes, authorities actions, etc.) the delivery and receival term prolongs by the duration of the hindrance, not longer than 8 weeks plus an additional adequate period of grace. In such cases, the Silk House© is entitled to step back from the order partially or as a whole.
This prolongation does not occur in case the Silk House© does not inform the client about the corresponding hinderance, as soon as it can be overseen that the agreed term of delivery cannot be achieved.
Claim of damages due to disruption of delivery is barred.

§5 Subsequent Delivery Period

At order date, automatically both parties agree on a term of 18 days for subsequent delivery. It counts as met if the merchandise leaves our premises or the premises of our supplier on the last day of this agreed subsequent delivery period.
After expiration of this period of grace, the client may cancel the contract. In case the client insists on completion of order, the client has to indicate this to the Silk House© after the expiration of normal delivery period and before expiration of the 18 days for subsequent delivery.

§6 Dispatch, Transfer of Perils and Partial Delivery

Package, dispatch route and means of transport are subject to the choice of the Silk House© unless otherwise agreed.
Dispatch costs are typically paid by the client.
Perils are transferred to the client at latest once the merchandise has left our premises or the premises of our sub-suppliers. This is also applicable for partial deliveries.
the Silk House© is authorised to arrange for reasonable partial deliveries, as long as they are within the agreed delivery period. The simultaneous delivery of attached peices will only be applied to in case a specific agreement has been made. Specifically in relation to custom-made products, variations of +/- 10% of the delivery quantity are permissible.

§7 Payment

An invoice will be issued on the day of delivery. A delay of the due date is excluded.
Valid are those payment terms that were valid on the date of order giving. In case a payment term has not been agreed in written form, automatically the payment term "payable, net at goods received".
Trade discounts are subject to written agreements.
Payments may solely be done to the Silk House©. Agents or any other authorized person of the Silk House© are not authorized to receive any payments.
A cheque will only be accepted in place of cash, if it is covered and the money is transferred.
Payments will always be used to balance the oldest due debits and the applicable interests hereupon.

§8 Default of Payment

At payment after due date, the Silk House© is entitled to claim default interests which are 5% above the European Bank base landing rate, even if the Silk House© does not take out a loan. The assertion of a potentially higher interest damage remains unaffected.
Is the cient behind schedule with a payment or is there a deterioration of its financial circumstances, the Silk House© can request for payment out of existing contracts before delivery of merchandise. In case the client does not follow this payment request, the Silk House© may cancel the order and claim for damages, at a minimum 30% of the order volume.
In case the delivered merchandise is custom-made for the client (e.g. with labels of the client, own designs, customization products of any kind, etc.) or protected by a brand, by copyright, or in any other way, the client already agrees with order-giving to the usage of it by the Silk House© if not received and accepted by the client in order to minimize the damage to the Silk House©. This clause is valid without limitation and without any counterclaim.
The summation of the purchasing price due to potential counterclaim by the client is excluded unless indisputable and legally assessed and effective.

§9 Reservation of Proprietary Rights

All delivered Merchandise remains property of the Silk House© until the completion of all claims, even if payments are made due to specifically marked claims. At concurrent invoicing, the reserved rights of properies serve to secure our payment balance request.
Any claim of the client regarding a resale of the merchandise or the reserved rights of properies are automatically transferred to the Silk House©.
In case our claims according to § 7 are becoming due or if the client does not meet its violates any committments, the Silk House© may
1. revoke the authorization to sell the merchandise of reserved rights and the assigned claims given to the Silk House©,
2. demand the delivery of the merchandise of reserved rights, without the client's cancellation of the order,
3. inform garnishee.
The client is bound to uncover all information that is necessary to assertion our rights. The client entitles the the Silk House© to enter its premises, to withdraw the delivered merchandise including the needed documents.
In case the value of securities for the Silk House© exceeds our claims not only temporarily by more than 20%, upon request we will set free securities geben in a corresponding volume.
Credit notes do not impact the reserved rights of property.

§10 Letter of Complaint and Warranties

The client must inspect the merchandise immediately after receipt with regards to any defect in material, form or handling or if a different merchandise has been dilivered than ordered. Deviations of colour, quality or design that are standard in trade may not be claimed. It is not possible to deduce partial rights due to imperfect partial deliveries.
The client must indicate in a written form any noticeable defects or missing quantities within 5 working days after receipt of delivery. Hidden deficiencies must be indicated 3 working days after discovery. All deficiencies must be indicated to the Silk House© in written form with the exact description of infringement of contract. In case the client does not immediately grant the Silk House© any possibility to verify this deficiency (e.g. immediate provisioning of merchandise), the client looses its claims out of this delivery.
In case of a legitimate and due time claim, the Silk House© takes back the merchandise and will substitute the claimed merchandise within an adequate time frame and after back-receival of the defect merchandise. the Silk House© is also authorized to correct the deficiency or to substitute the minimum value.
In case the Silk House© does not deliver the substitute merchandise or does not correct the deficiency, the client may cancel the order or request for reduction of price. Claim for damages are excluded except for malicious fraud. A right of retention by the client is not given.
For the assertion of shortfalls or damages of the merchandise or of the packaging, the orderer is bound to have a protocol produced by the carrier. In case the orderer does not order for such protocol, such assertions will be helt as ungrounded. The protocoll must be of such content that claims of recourse against the carrier, the forewarder or the insurance company can be exercised.

§11 Right of Withdrawal

The client has the right to withdraw / cancel the order within 48 hours after order giving. This cancellation must be in written form. An oral cancellation will not be accepted.
In case of a cancellation, the client will carry the costs of reconsignment, unless the merchandise does not match the ordered merchandise. The client is bound to send back the merchandise within 2 weeks after the cancellation. The merchandise must be in proper condition, without trace of usage and in original packing as well as free of rights from 3rd parties.
In case the Silk House© started production of individual goods, custom-made merchandise or cut of fabrics, the client is due to a cost refund 50% of the contract value, even when within the time of cancellation right. These costs must be carried by the client.

§12 Place of Jurisdiction

Place of jurisdiction for any claims the domicile of the Silk House©. the Silk House© is entitled to also name the place of jurisdiction of the client.

§13 Disclaimer

As long as the Silk House© as a contractor of the client acts according to instruction of the client, the client is liable for any claims of 3rd parties, as for example registered taste patterns or utility models etc. The client of the Silk House© is obliged in this respect to compensate the Silk House© in case of damages (e.g., loss of earnings, lawyer's costs and costs of court) and to release the Silk House© from possible compensation claims of third parties.
The Silk House© is not oblieged to verify any violation of third party, in case contract objectives have been defined according to the requirements of the client.
As long as damage has neither occured intentionally nor grossly negligent by the Silk House©, the liability that are non-physical will be restricted to the double amount of the invoice price. Tortious liabilities remain open.

§14 Final Clause

Divergent complementary agreements need the written form. In case any regulation of these general terms should become ineffective, the effectiveness of the remaining regulations remains untouched.