General Terms and Conditions of Sale and Delivery

§ 1___Scope of Terms and Conditions
1.
The deliveries, services and offers are exclusively effected on the basis of these general business conditions of Messrs. Josef Reinl Schmuckfedern Import-Export GmbH + Co. KG (Contractor). These conditions thus also apply to all future business relations, even if they have not been agreed explicitly again. These conditions are considered to be accepted with the receipt of the goods or services at the latest.

2.
Contradictory stipulations of a contract on the part of the customer are not admitted by the Contractor.

§ 2___Conclusion of Contract
1.
Offers contained in brochures, advertisements, etc. are – also concerning the price quotations – without engagement and not binding. The Contractor is bound to specifically elaborated offers for 30 calendar days. Ordered samples are invoiced at the full value of the goods.

2.
Orders will only be effective, if confirmed by the Contractor.

§ 3___Prices, Changes in Prices
1.
The prices are understood net in Euro plus statutory value-added tax, unless agreed otherwise, however ex works Cham or Furth im Wald plus postage, packing and insurance.

2.
All price quotations are prepared on the basis of the commodity prices, valid on the day on which the offer is made, as well as on the basis of the reference rate of the ECB (European Central Bank) concerning Euro to US-Dollar, valid on this day. If the commodity prices change by 10 % or the reference rate of the ECB between Euro and US-Dollar changes by more than 10 % between the making of the offer and the delivery, the Contractor will be entitled to adapt the prices accordingly.

If at least 4 months have passed between the conclusion of the contract and the delivery of the goods, the Contractor can raise the price in so far as the cost of living index has increased in this period.

§ 4 ___Right of rescission
1.
The Contractor can withdraw from the contract, if it is not possible for him to effect the delivery within the time stipulated due to all kinds of operating troubles (both with him and with the supplier), transport problems or cases of force majeure. He is, however, obligated to inform the customer immediately about the unavailability of the goods and to refund already effected payments.

2.
The Contractor will also have a right of rescission, if the customer gets into financial difficulties. The Contractor is, however, obligated to inform the customer about it immediately and to refund already effected payments.

3.
If the Contractor comes in default with the delivery, the customer can withdraw from the contract in accordance with the legal provisions or claim damages for nonperformance.

4.
The period of grace to be set by the customer is fixed at 4 weeks, which starts on receipt of the deadline at the Contractor.

§ 5 ___Costs of cancellation
If the customer withdraws from a placed order without justification, the Contractor can claim – irrespective of the possibility to enforce a higher actual damage - 10 % of the selling price for the costs resulting from the order processing and for the lost profits. It is left to the customer to prove a lower damage.

§ 6___Dispatch and Passage of Risk
1.
The risk is passed onto the customer as soon as the goods have been transferred to the person responsible for transport or have left the storage area of the Contractor for the purpose of dispatch. The risk of accidental loss will be passed onto the customer already before that time, if the dispatch is delayed at the customer’s request, although the goods would be ready for dispatch.

2.
The delivery deadline will be met, if the readiness for dispatch is communicated or the delivery item has left the works of the Contractor before the expiration of the deadline.

3.
In particular cases the goods are dispatched by direction of the customer. If no special dispatch instructions are given, it will be left to the Contractor’s discretion to choose the most economical form of dispatch.

4.
At the customer’s request, consignments are insured in his name and on his account.

§ 7___Warranty
1.
Slight arrangement and material deviations, which result from differences in the material or from technical conditions between draft and final drawing, must be excepted explicitly and do not constitute a defect.

2.
The Contractor guarantees that the products delivered by him are free from fabrication and material defects. The warranty period is one year. For customers, who are not businessmen as defined by the German Commercial Code, the warranty period is two years.

3.
The warranty period starts with the date of delivery or the collection of the goods respectively.



4.
If there are defects or a warranted quality of the object is missing, the customer can claim rework or a substitute delivery. He only has the right to conversion and reduction of the purchase price after the rework or the substitute delivery has failed.

5.
The goods have to be checked immediately on receipt by the purchaser. Apparent defects have to be notified in writing without delay, however, not later than within 1 week after delivery. For the observance of the deadline it will be sufficient, if this notice of defects is sent off to the Contractor still within the prescribed time limit. In case of defects, which are not apparent, the period in which the written notice of defects has to be raised is 6 months. The defective delivery items have to be held ready for the inspection through the Contractor in that state in which they are at the time when the defect is noticed. If the obligation to raise the written notice of defects within the indicated time limit is disregarded, any warranty claims will be excluded.

§ 8___Liability
The liability for simple negligence is excluded. This applies also to damages resulting from the violation of duties during the contractual negotiations.

If the Contractor is provided with the goods by the customer, the liability for possible processing damages will be limited to gross negligence and intent.

§ 9___Terms of Payment
All deliveries are effected against invoice, unless it has been agreed otherwise in particular cases. Initial deliveries to customers are only made against advance payment or cash on delivery.

The minimum order value is 50.00 EURO net. For orders below 50.00 EURO a small quantity surcharge of 5.00 EURO is invoiced in a lump sum.

Invoices are payable within 30 days. For payments made within 3 days from receipt of invoice a cash discount of 3 % is granted, for payments made within 4-10 days from receipt of invoice a cash discount of 2 % is granted.

§ 10___Retention of Title
1.
The delivered goods shall remain the Contractor’s property until all claims have been settled (proviso goods). The purchaser is entitled to resell the goods in the normal course of business; however, already now he assigns to the Contractor all demands to the value of the purchase price (agreed with the Contractor) arising from reselling, namely regardless whether the goods are resold without or after processing. The purchaser is entitled to collect these claims after the assignment. The right of the Contractor to collect the claim himself is not affected by it. The processing or remodelling of the goods through the purchaser is always carried out for the Contractor. If the goods are processed with other goods, which are not the Contractor’s property, the Contractor will acquire co-ownership in the new object in proportion of the value of the delivery items to the other mixed items. The purchaser keeps the co-ownership for the Contractor.

If the value of the existing securities exceeds the secured claim by more than 20 %, the Contractor will be obligated to release security to that amount on request of the purchaser.

2.
In case of access to the proviso goods by third parties the customer is obligated to emphasise the fact that the goods are subject to retention of title of the Contractor. In such a case the Contractor has to be informed without delay.

§ 11___Dyeing, special dyeing and individual manufacture
Special dyeing is only possible from 1 kilogram per type of feather and colour.

Special dyes according to colour sample, RAL or PANTONE colour table can only be reached approximately. Although the Contractor will make every effort to attain the highest possible congruence, a complete correspondence with the colour sample cannot be guaranteed. It mainly depends on the type of feather to be dyed. The colour table of the Contractor, shown in the Internet with colours and colour numbers, can only serve as a basis and is not suitable for a precise colour sample.
Special dyes, other individual designs as required by the customer or special designs with individual impression cannot be taken back.

All feather products, if dyed or washed, are provisionally protected against pest infestation. Natural feathers or raw products, which are not washed, have to be protected against pest infestation immediately by the purchaser.

A guarantee for water and light fastness cannot be furnished. Dyed feathers have to be protected from wetness.

§ 12___Tolerances
In case of special dyeing the ordered quantities can be exceeded or not reached by approx.
10 % as customary in the trade.

Feathers are natural products. It is not possible that all feathers look alike. That’s why the indicated dimensions shall be deemed as „rough“ or „approximate“ data. Tolerances or flaws, which are customary in the trade, do not justify a complaint.

Slight, commercially usual deviations from samples, illustrations and indicated dimensions, which arise from the handiwork, are permissible.

Errors, misprints or modifications due to reasons relating to manufacturing techniques or reasons conditioned by the nature (raw products) are excepted by the Contractor.

§ 13___Place of fulfilment and jurisdiction, applicable law
Place of fulfilment for all claims resulting from this contract is our place of business. Place of jurisdiction for all disputes arising from this legal business is Cham. This contract shall be governed by the law of the Federal Republic of Germany under explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

§ 14___Offset prohibition
The purchaser will only be entitled to offset, if the counterclaim is undisputed or legally effective.

as per 05/04/2004

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(c) Christian Zangl, Josef Reinl Schmuckfedern Import-Export GmbH & Co. KG, Cham