Terms & Conditions

Terms and Conditions of Stars & Stripes GmbH HRB 782067

§ 1 General

1. All deliveries and services, including future ones, of the Stars and Stripes company (hereinafter referred to as Stars & Stripes) shall be subject to the following Terms and Conditions. They are considered accepted upon placing the order, at the latest by acceptance of the delivered goods.
2. Conditions of purchase by the buyer are hereby rejected. Neither sales staff nor commercial agents of Stars & Stripes are entitled to make agreements deviating from the terms of Stars & Stripes. Agreements or deviations from the General Terms and Conditions shall be effective only if confirmed in writing by Stars & Stripes.
3. If any provision of these Terms and Conditions is wholly or partially invalid, the remaining provisions shall remain fully effective. This applies in particular to those provisions which can have no legal effect on non-traders. For non-traders, the following provisions shall apply only insofar as they do not violate the Terms Act.

§ 2 Conclusion

1. Offers by Stars & Stripes are subject to change; Stars & Stripes is entitled to change its price list at any time. An intermediate sale of as yet non-binding ordered goods is always reserved by Stars & Stripes.
2. By ordering the goods, the buyer makes a binding intent to purchase the goods (contract offer). Stars & Stripes is entitled to accept the contract offer in the order within two weeks of receipt.
3. In case of cancellations following invoicing, a 10% cancellation fee will be charged.
4. An order is only valid when Stars & Stripes confirms acceptance of the order in writing or by telex. The delivery of the goods can replace the written confirmation.

§ 3 Delivery deadlines, delivery time, delayed delivery

1. Delivery times and dates are non-binding and are only approximate, unless Stars & Stripes expressly declares them as binding in writing. In the case of binding specified delivery times, all deliveries are deemed as punctual if the goods are transferred to the carrier by Stars & Stripes or by suppliers of Stars & Stripes on the last day of the delivery deadline.
2. Fixed dates as defined by § 376 HGB (German Commercial Code) require express written confirmation by Stars & Stripes. The instruction "fixed" or "no later than ..." does not meet the requirement of such a fixed transaction.
3. If the buyer is in default to Stars & Stripes with his/her obligations from this or previous transactions, the delivery times and dates are extended to the period during which the buyer is in default.
4. If the buyer cannot punctually accept the goods through his/her own fault, Stars & Stripes is entitled to issue a statement of accounts to withdraw from the contract or to claim damages after setting a deadline of 10 days.

§ 4 Interruption of delivery

1. If compliance of the delivery date is delayed or made impossible due to reasons for which Stars & Stripes is not responsible (e.g. force majeure, labour disputes, governmental actions, delay in delivery of sub-suppliers due to force majeure, disruption of operations), the delivery date or acceptance date shall be extended by the duration of the delay, however at the latest a duration of 8 weeks plus a reasonable grace period. In such cases, Stars & Stripes is also entitled to withdraw in whole or in part from the contract for the unfulfilled part of the contract.
2. The extension does not apply if Stars & Stripes does not inform the buyer immediately upon becoming aware of the delay that the agreed deadlines cannot be met.
3. If the delay lasts longer than 8 weeks, the buyer is entitled to withdraw from the unfulfilled part of the contract. Stars & Stripes must, however, be informed of this in writing.
4. Claims for damages are excluded.

§ 5 Shipment, transfer of risk, and partial delivery

1. Goods are shipped from the Kirchentellinsfurt warehouse. The mode of packing, shipping, and transportation remain the choice of Stars & Stripes in the absence of any other agreement.
2. Shipping costs are borne by the buyer, unless otherwise agreed. If the buyer requests special types of shipment (express, express delivery, or the like), the buyer will be charged for them. Responsibility for the cheapest and fastest shipping by Stars & Stripes is excluded.
3. The risk shall pass to the buyer when the goods are handed over by Stars & Stripes or suppliers of Stars & Stripes to the carrier. This also applies to partial deliveries.
4. Our goods are carefully packaged. If goods are damaged during transportation a complaint must immediately be made to the carrier, as Stars & Stripes accepts no liability for this. In addition, Stars & Stripes is to be immediately informed of such a complaint.

§ 6 Payment

1. The invoice will be issued on the date of delivery or the date of provision of the goods. A value date (postponement of maturity) is excluded. Early delivery only entitles the buyer to a value date if the goods are delivered and invoiced more than 18 days before the agreed delivery date.
2. The buyer agrees that invoices are received electronically, provided that the transfer complies with legal requirements.
3. The agreed terms of payment apply when placing the order. If no payment terms are set out in writing, the payment term "net payable upon receipt of the goods" automatically applies.
4. Acceptance of checks and bills of exchange is only for processing. Bills of exchange are accepted only upon specific prior written agreements.
5. Payments will be used to settle the oldest due debt item plus any accrued interest on arrears. Stars & Stripes is not bound to any other specifications by the buyer.

§ 7 Late payment

1. In the event of payment after the due date, Stars & Stripes can demand interest at the normal bank borrowing rate, at least 5% over the base rate pursuant to the Discount Transition Act, even if Stars & Stripes does not avail itself of a bank loan. Stars & Stripes reserves the right to claim any higher interest losses.
2. If the buyer is in default of payment or his/her financial condition deteriorates, Stars & Stripes may require payment before delivery of goods for outstanding deliveries from current contracts.
3. If the buyer does not make the corresponding payment, Stars & Stripes may withdraw from the contract and claim damages in the amount of at least 30% of the contract value.
4. If the buyer? does not accept the goods for whatever reason? that have been made or changed for him/her (e.g. with the buyer's customised labels or designs), the buyer already agrees that Stars & Stripes may utilise these goods for themselves to reduce damages without limitation or counter-claims.
5. The buyer is not entitled to withhold the purchase price for any counterclaims arising from other orders. The buyer only has an offset right if the claim is an undisputed, decision-free, or legally established claim.

§ 8 Retention of title

1. All delivered goods remain the property of Stars & Stripes (reserved goods) until all claims have been fulfilled, even if the buyer has made payments for specifically designated claims. If the buyer is a trader, the reserved property is in a current account to secure the outstanding balance.
2. The buyer is obliged to treat the goods with care for the duration of the above retention of title.
3. The buyer's claims from the resale of the goods together with all ancillary rights are hereby assigned in full to Stars & Stripes, namely whether the reserved goods are sold to one or more buyers.
4. If claims of Stars & Stripes are due pursuant to § 7 of the Terms and Conditions, or if the buyer is in breach of otherwise incumbent obligations, Stars & Stripes is entitled to: a) revoke authorisation to sell the goods, b) revoke authorisation to collect the claims assigned to Stars & Stripes, c) to demand the return of the goods, without the buyer's entitlement to retention and without Stars & Stripes hereby withdrawing from the contract, d) inform a third party debtor of the assignment.
5. The buyer agrees to provide the necessary information for asserting the rights of Stars & Stripes and entitles Stars & Stripes to enter his/her premises in order to withdraw the goods delivered and hand over the required documents.
6. If the value of the existing collateral for Stars & Stripes exceeds claims not only temporarily by at least 20%, Stars & Stripes releases at their own choice in the corresponding amount the requested collateral.
7. Credits in cheque / exchange methods do not affect retention of title.

§ 9 Defects and warranty

1. The buyer shall inspect the goods for defects immediately upon receipt in sufficient, verifiable by him/her spot checks as to the accuracy, materials, shape, and workmanship. Commercial, technically unavoidable deviations in quality, colour, equipment, or design do not constitute defects and may not be contested. Changes to the label or logo also do not constitute a defect. No partial rights with respect to other partial deliveries can be derived from defective deliveries.
2. The buyer must demonstrate visible defects and deficiencies within 5 working days after delivery or arrival at the destination, and hidden defects within 3 working days after becoming aware of them. Breach of contract must be accurately identified here and Stars & Stripes must be asked to investigate the matter or be investigated by an authorised representative. If the customer gives Stars & Stripes no opportunity to inspect the defect, or in particular does not immediately make the rejected goods available to Stars & Stripes at their request, all defect claims shall lapse.
3. In the case of justified and timely complaints, Stars & Stripes shall exchange defective goods with faultless products free of charge within 10 days of receipt. Stars & Stripes, however, is also entitled to replace or rectify the reduced value. If Stars & Stripes does not follow up on the contractual obligation to repair or replace the goods, the buyer may withdraw from the contract or demand a price reduction.
4. The buyer has no right of retention. If the buyer is not a trader, he/she is entitled to the right of retention to the extent that it is based on the same contractual relationship. Offsetting with counter claims is only admissible to the extent that they are recognised as valid and due by Stars & Stripes and are legally binding.
5. The buyer can only claim for shortages and damage to the goods or the packaging material if he/she has the facts taken and recorded by the carrier. If this protocol is not carried out, any complaints about shortages or damage to the goods or packaging are unfounded. The protocol to be carried out must meet the requirements that are necessary for the performance of any claim against the other carrier or its insurance company.

§ 10 Place of performance / jurisdiction

1. Performance for all services and counter services are the offices of Stars & Stripes.
2. If the buyer is a trader, jurisdiction is the offices of Stars & Stripes for all claims arising from the contract concluded with Stars & Stripes. Stuttgart Stars & Stripes, however, is also entitled to assert claims against the buyer at his/her place of business or residence.

§ 11 Data protection

1. We are entitled to process data that are known to us in connection with the business relationship with the customer in accordance with the Data Protection Act. For the purpose of deciding on the establishment, implementation, or termination of the contract, we ascertain or use probability values ??included in their calculation, among other address data. See §28b No.4 BDSG.
2. The resale, reproduction or transfer of data, images, prices, passwords or login data to third parties is not permitted.

§ 12 Final provisions

1. Different agreements or supplementary agreements must be in writing. In addition to the above Terms and Conditions, the standard conditions of the German textile industry apply.

§ 13 Miscellaneous

1. These terms and conditions apply to the entire contractual relationship between us and the customer, and also to any future transactions. Without having to refer again to these conditions.
2. Should one of these provisions be invalid, the validity of the remaining provisions shall not be affected.
3. Additionally, the statutory provisions of the German Commercial Code, the requirements of the German Civil Code concerning purchase and the trade practices of the textile industry are also applicable.