General Terms and Conditions of Business of

Thomaseth GmbH
Management: Sina Thomaseth

Deutenbacher Str. 9
D-90453 Nürnberg

E-mail: info@thomaseth-fashion.com

§ 1 Scope of application, conflict of laws clause

• 1.1 The following General Terms and Conditions shall apply to all contracts, deliveries and services between the company Thomaseth GmbH (hereinafter referred to as Seller or we) and its customers (hereinafter also referred to as Buyer or you) in the respective latest version.
• 1.2 This shall also apply to all future services, even if the GTC have not been expressly agreed upon again.
• 1.3 Deviating terms and conditions of the customer are expressly rejected. This shall also apply in the event of the provision of services in awareness of conflicting GTC.
• 1.4 The range of services offered by Thomaseth GmbH is exclusively addressed to entrepreneurs.

§ 2 Offers and quotations

• 2.1 As a matter of principle, offers made by the seller are subject to change without notice subject to corresponding capacities. The order shall be deemed as accepted if it is confirmed by the seller in writing within 2 weeks. This may also be done by issuing an invoice. The invoice shall include photographs or graphics of the garments, features relating to the fabric and the specific details. The customer is obliged to countersign the invoice and thereby confirm the goods to be ordered. Otherwise the contract is not concluded and the order will not be forwarded to production.
• 2.2 Arrangements made with sales representatives of the Seller which are intended to bind the Seller must be confirmed in writing by the Seller in order to be effective.
• 2.3 Cost estimates shall in principle only apply to the services listed therein, both in terms of type and scope.

§ 3 Internet orders

• 3.1 The representations of the products in the online shop do not constitute legally binding offers by the seller. By clicking the button “Order subject to payment”, you submit a binding declaration of intent to order the goods listed in the shopping basket. The receipt of the order is confirmed by an automated e-mail. It does not constitute acceptance of the contract.
• 3.2 The acceptance of the contract on our part is effected by an order confirmation, which we also send by e-mail. This order confirmation will be sent within 14 days. In this declaration of acceptance, the seller will inform the customer in text form of the terms of the contract (in particular the seller’s address for service, description of the goods, price, delivery and shipping costs, details of delivery and payment) as well as the general terms and conditions.

§ 4 Prices and terms of payment

• 4.1 The prices quoted by the Seller are to be understood as prices in euros including the statutory value-added tax and excluding packaging and shipping costs and discount. Packaging and freight costs or cartage at the place of receipt shall be borne by the recipient.
• 4.2 Delivery to a customer shall only be made against counter-signature of the invoice in accordance with § 2. If the value of the goods is less than € 1,000.00, the purchase price shall be settled as an advance payment within 7 days. . In the case of a value of goods of € 1,000.00 or more, 60 % of the purchase price shall be payable within 7 days as an advance payment. After delivery, the remaining 40 % shall be paid within 10 days after delivery.
• 4.3 In the event of default, the Seller shall be entitled to charge interest at a rate of nine) above the current base interest rate (§ 247 BGB), or, if the Seller can prove that the debit interest rate payable to its bank is higher, to charge this interest rate.

§ 5 Delivery and performance period

• 5.1 The delivery period shall commence on the date of confirmation of the order by the Seller, however not before full clarification of all details of execution, in particular confirmation of the invoice as under § 2.
• 5.2 The agreed delivery period shall be extended, without prejudice to the Seller’s rights arising from the Customer’s default, by the period by which the Customer is in default of its obligations under this or any other agreement.
• 5.3 In the event of a delay on the part of the Seller, the Buyer shall be obliged to grant the Seller a reasonable period of grace. After the expiry of this grace period, he may withdraw from the contract if the goods have not been notified to him as ready for dispatch by that time.
• 5.4 Claims for damages arising from non-compliance with delivery periods or delivery dates are excluded. This exclusion shall not apply if the Seller or one of its employees has caused the delay intentionally or through gross negligence.
• 5.5 Events of force majeure shall entitle the Seller to postpone delivery for the duration of the impediment and a reasonable start-up period or to withdraw from the contract with regard to the part not yet fulfilled. Force majeure shall be deemed to include strikes, lockouts, pandemics and other circumstances which make it significantly more difficult or otherwise impossible for the Seller to deliver, irrespective of whether they occur at the Seller’s or a subcontractor’s premises.
• 5.6 The Buyer may demand a declaration from the Seller as to whether the Seller will withdraw from the contract or deliver within a reasonable period. If no declaration is made by the seller, the customer may withdraw.

§ 6 Shipment of the goods

• 6.1 The seller may choose the means of transport and the route for dispatching the goods, with the exclusion of any liability. The exclusion of liability shall not apply insofar as the seller or one of his employees has caused the damage or loss of the goods at least by gross negligence.
• 6.2 Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of the Seller. The risk of loss of the goods shall pass to the customer when the goods are handed over to the forwarding agent or carrier.
• 6.3 The Seller shall only be obliged to take out transport insurance at the express request of the Customer. The costs incurred shall be borne by the customer.

§ 7 Defects in the delivery or service, notice of defects and warranty

• 7.1 The Seller warrants that its deliveries and services are free from defects, i.e. that they are suitable for the use assumed under the contract or for ordinary use and that they have a quality which is customary for deliveries and services of the same kind and which the customer can expect in view of the nature of what has been ordered.
• 7.2 A defect in this sense shall not be understood to be a reasonable deviation or change in an item with regard to a catalogue or internet description and the information in the invoice. All indications of quantities, dimensions, colours and weights etc. are understood to be within the tolerances customary in the trade as well as the tolerances customary for handicrafts and natural products. Fluctuations within the tolerances are to be accepted by the customer.
• 7.3 Pursuant to § 377 of the German Commercial Code (HGB), the Buyer must notify the Seller in writing of any obvious defects immediately after receipt of the goods at the place of destination.
• 7.4 In the event of defective goods, the Seller shall have the option of making a replacement delivery or rectifying the defect as subsequent performance, depending on the choice of the Buyer.
• 7.5 If the supplementary performance fails, the customer has the option to reduce the price appropriately or to withdraw from the contract.
• 7.6 The rejected goods shall only be returned with the consent of the seller and after consultation. The freight costs are to be advanced by the buyer. A refund shall only be made in the event of a justified complaint.
• 7.7 If the use of trained personnel and separate workshop equipment is required for subsequent performance, the place of performance for subsequent performance shall be the Seller’s registered office.

§ 8 Retention of title

• 8.1 All goods delivered shall remain the property of the Seller until all claims have been satisfied. The goods may neither be pledged nor transferred as security.
• 8.2 The customer undertakes to sell the goods subject to retention of title only in the ordinary course of business, under his normal terms and conditions and as long as he is not in default. The customer is only entitled to resell the reserved goods on the condition that he assigns his claims from a resale of reserved goods to the seller already now, irrespective of whether the reserved goods are sold to one or more buyers.
• 8.3 The Buyer is entitled to collect the assigned claims from the resale until revocation by the Seller, which is possible at any time. Insofar as claims of the Seller are due, the Buyer shall be obliged to pay the collected amounts to the Seller without delay. The Buyer shall not be entitled to assign the claim under any circumstances.
• 8.4 The Buyer is obliged to notify the Seller immediately of any seizure or other impairment by third parties. If the Buyer has missed a payment deadline or violates other contractual agreements or if the Seller becomes aware of circumstances that are likely to reduce the creditworthiness of the Buyer, the Seller shall be entitled to prohibit the resale of goods subject to retention of title, withdraw from the contract and demand their return or the granting of indirect possession to the Seller at the Buyer’s expense, revoke the collection authorisation and/or demand payment of amounts collected by the Buyer or, if the goods have already been resold but have not yet been paid for in full or in part, demand payment directly from the Buyer’s customer.
• 8.5 The seller is entitled to withdraw from the contract and to demand the surrender of the objects in his ownership if he becomes aware of circumstances which indicate that the fulfilment of his claim by the buyer is at risk. A right of retention may only be asserted against this claim for surrender if the claim is expressly declared to be undisputed or has become res judicata. The customer hereby agrees that the persons commissioned by the seller to collect the goods may enter and drive onto the premises where the goods are located for this purpose.

§ 9 Liability

• 9.1 The Seller shall not be liable for damage caused by him, a legal representative or a vicarious agent through simple negligence.
• 9.2 The limitation of liability does not apply to damages resulting from injury to life, body or health and to damages resulting from the breach of essential contractual obligations.

§ 10 Place of performance, place of jurisdiction

• 10.1 Unless otherwise stated in the order confirmation, the Seller’s place of business shall be the place of performance for payment and delivery.
• 10.2 The place of jurisdiction in dealings with merchants shall be the Seller’s place of business.

§ 11 Final provisions

• 11.1 All contractual relationships shall be governed solely by German law, to the exclusion of foreign law and the UN Convention on Contracts for the International Sale of Goods.
• 11.2 Should individual General Terms and Conditions be partially invalid or incomplete, this shall not affect the validity of the remaining provisions.
• 11.3 Unless otherwise stipulated in these General Terms and Conditions, amendments to the contract, supplements and ancillary agreements must be made in writing in order to be valid. The requirement of the written form shall also apply to any waiver of this formal requirement.