General Terms and Conditions

of the Halbmond Teppichwerke GmbH including the HTW Design Carpet operating part

§ 1 Application, Scope of Application

1.1 These General Terms and Conditions apply to all transactions of Halbmond with businesses, business people, 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 Any General Terms and Conditions of our contractual partner that contradict or supplement our provisions do not apply unless Halbmond has expressly agreed.

1.3 These General Terms and Conditions also apply to all future business transactions with our contractual partners, insofar as those transactions are legally similar in nature.

§ 2 Conclusion of Contract

Our offers are non-binding and merely constitute an invitation to our contractual partner to submit an offer in turn. All orders placed with the supplier by the buyer directly or by a sales representative/sales representatives must be accepted by written order confirmation, unless it is a cash transaction in which the services are provided immediately on a step-by-step basis.

Deviations of the items ordered or supplied from the order, in particular regarding material and design, are expressly reserved within the framework of technical development, if the customer deems this change reasonable.

§ 3 Delivery Periods

3.1 All periods for deliveries and services are only approximate and non-binding.

3.2 The buyer may withdraw from the contract only after an extended delivery period has expired. The withdrawal must be in writing.  

If, after the agreed delivery period has elapsed, the buyer wishes to claim damages rather than receive a service, he/she must grant the seller, in writing, a four-week period. The statutory regulations regarding the dispensability of a grace period (Section 281 [2], Section 323 [2] of the German Civil Code [BGB]) remain unaffected.

Before the extended delivery period has expired, 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, lack of energy and raw materials, official decrees, severe pandemic-related disruptions and unavoidable non-culpable operational and transport disruptions that have lasted or are expected to last longer than one week, the delivery period will be disruption by the duration of the hindrance plus a reasonable restart period. The extension may only take effect if we have immediately informed the buyer of the reason for the disruption as soon as it becomes apparent that the delivery or acceptance period stipulated cannot be met.  Claims for damages are excluded in the cases of No. 3.3. excluded, if we have to pay in accordance with Para. 3.3 have indicated the disruption. Regulation No. 10.2. applies analogously.

§ 4 Place of Performance, Deliveries

4.1 The place of performance for all services of our company is the registered office of Halbmond (Oelsnitz/Vogtl.).

4.2 The goods are delivered uninsured from our Oelsnitz/Vogtl factory, unless otherwise agreed. The costs of delivery and special packaging are covered by the buyer. The buyer may determine the choice of carrier.

4.3 Partial deliveries are permitted.

4.4 If, due to the fault of the buyer, acceptance of the goods does not take place on time, we are entitled, at our discretion, after a grace period of 10 calendar days to be set by us has expired, either to invoice the goods with an immediate due date (invoice for arrears) or to withdraw from the contract or to claim damages. In any case, we are entitled to invoice the storage costs incurred as a result of late acceptance.

4.5 In the event of delayed or omitted retrieval of partial deliveries, despite the request for retrieval by Halbmond, Halbmond is entitled to store the goods at the expense of the buyer or to outsource them externally.

4.6 Due to the printing technology used, the carpet may be produced only in lengths or surface sections that are a multiple of the print head length. The customer is obligated to accept and pay in full for the relevant sections. This results in possible overproduction due to production technology, which is to be compensated as follows:

  • >    100 sqm = 7 %
  • >    200 sqm = 5 %
  • >    500 sqm = 3 %
  • > 1000 sqm = 1 %

Our sales department will inform you on request about quantities that can be produced without any overproduction ‑ which depend on the type of goods ordered and the printing process.

§ 5 Terms and Conditions of Payment

5.1 The invoice will be issued for the day of delivery or, respectively, the day when the goods are available.

5.2 Unless otherwise agreed in writing, the claimed amount from the invoice is generally due 30 days net after the invoice has been issued without any deduction. Our contractual partner is also in default without our reminder notice if the claimed amount from the invoice is not credited in full to the account when due. In the event of default in payment, default interest will accrue at a rate of 9% above the respective base interest rate in accordance with Section 288 (2) of the German Civil Code (BGB).

5.3 In the event of default in payment, we are entitled to withhold any further deliveries

5.4 In the event of a significant default in payment by the customer, Halbmond is entitled, after setting a reasonable grace period, to refuse to perform any further orders of the customer and/or to suspend their production. In the event of production suspension, delivery periods are extended by the suspension period plus reasonable restart periods. If the duration of the considerable default in payment and the resulting production suspension reaches three months, we are entitled to withdraw or partially withdraw from the contract or the contracts with regard to the suspended products and to claim damages.

5.5 In the event that the claim is handed over by Halbmond to a collection agency and/or for out-of-court legal action after the due date and reminder notice, the customer covers the collection costs or out-of-court legal costs and shall indemnify Halbmond against these. 

5.6 Payment shall be deemed to have been made to Halbmond in a timely manner if it is finally credited to Halbmond’s account. The place of performance for all payments to Halbmond is Halbmond’s registered office.

5.7 In case of doubt, price quotations and agreements are quoted in euros. In case of doubt, prices to businesses shall be quoted as net, i.e., plus the respectively applicable value added tax. In the event of changes in the rate of value added tax, we are entitled and obligated to adjust the gross prices to businesses in accordance with the change in the tax rate.

§ 6 Set-off and Retention

Set-off and retention against our due invoice amounts is permitted only with undisputed or legally binding claims.

§ 7 Deterioration of the Financial Circumstances of the Customer

In the event of a significant deterioration in the financial circumstances of the customer (e.g. imminent insolvency or repeated default of payment), we may refuse the service incumbent on us for all delivery contracts based on the same legal relationship, or withdraw from these delivery contracts after setting a grace period of 12 calendar days. Section 321 of the German Civil Code (BGB) and Section 119 of the Insolvency Statute (InsO) remain unaffected. If the customer is in arrears with a due payment or if there is a significant deterioration in his/her financial circumstances, we may demand advance payment from the customer for outstanding deliveries from an ongoing contract, with the payment deadline being waived, before delivery of the goods.

§ 8 Retention of Title

8.1 We retain ownership of the property delivered until all claims from the business relationship are paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this.

8.2 Our contractual partner is obligated, as long as the ownership has not yet been transferred to him/her, to treat the purchased item with care and to insure it/them against the usual risks, e.g. fire, theft and water to the usual extent. For as long as the ownership has not yet been transferred, our contractual partner must notify us immediately in writing if the delivered item is seized or subjected to other interventions by third parties. If the third party is unable to reimburse us for both the in-court and out-of-court costs of legal action in accordance with § 771 ZPO, our contractual partner is liable for any loss or losses incurred by us.

8.3 If over the course of the business relationship a centralised authority is invoked to assume del credere liability, we will transfer ownership of the goods at dispatch to the centralised authority subject to the condition of payment of the purchase price by the centralised authority. Our contractual partner must settle payment through the centralised authority.

8.4 Our contractual partner is entitled to resell the reserved goods in the normal course of business. Our contractual partner cedes to us any claims by the new customer arising from the resale of the goods in the amount of the mutually agreed final invoice amount (including VAT); we now accept this assignment. This assignment applies regardless of whether the purchased item has been resold before or after being processed. Our contractual partner remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we will not collect the claim as long as our contractual partner fulfils his/her payment obligations from the revenues collected, is not in default in payment and, in particular, no application for opening insolvency proceedings has been filed or no payments have been suspended.

8.5 Any treatment or processing of the purchased item by our contractual partner is always carried out in our name and on our behalf until the invoice has been paid in full, without us being obligated to do so. In this case, our contractual partner’s vested right in the purchased item remains valid with respect to the processed item. If the purchased item is processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that our contractual partner’s item is to be regarded as the main item, it is deemed agreed that our contractual partner transfers proportional joint ownership to us and safeguards the sole ownership or joint ownership for us. In order to provide security for the amounts owed to us by tour contractual partner, our contractual partner also assigns those receivables to us that are created against a third party by the combination of the reserved goods with real property; we hereby accept this assignment.

§ 9 Warranty / Notification of Defects

9.1 Claims for defects expire 12 months after delivery of the goods supplied by us to our contractual partner. This does not apply if the law imposes longer time periods in accordance with Section 438 (1) No. 2 of the German Civil Code (BGB) (buildings and materials used for building), Section 479 (1) of the German Civil Code (BGB) (right of recourse) and Section 634 a (1) of the German Civil Code (BGB) (construction defects).

9.2 In the event of defectiveness of the goods, we have the choice to either repair the goods or deliver replacement goods. In the event of justified notifications of defects, the buyer is obligated to actively co-operate in the processing and to minimise costs. The installation and removal costs are covered by the buyer.

9.3 No claims can be made regarding defects once the goods in question have been cut or other processing has begun, insofar as 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 that are made without the prior consent of the supplier must not be accepted by the supplier. Furthermore, the buyer must ensure that the return is properly packed and transported.

9.4 For our contractual partner to have warranty rights, our contractual partner must have duly satisfied their duty to examine and object to defects in accordance with Section 377 of the German Commercial Code (HGB). The notification of defects in accordance with Section 377 of the German Commercial Code (HGB) must be made to us in writing.

9.5 Claims for defects are excluded in cases of natural wear and tear as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable building ground, improper cleaning or due to special external influences that have not been foreseen under the contract. If improper repairs or modifications are made by our contractual partner or third parties, no defect claims can be made for these or for any damages resulting from these.

9.6 The following product-typical characteristics of our carpet goods do not constitute defects:

- Deviations due to manufacturing technology, permissible in accordance with the valid DIN standards, including in colour, dimensions, thickness, weight, equipment and pattern

- Production-related distortions of assembly-line products that comply with the tolerance limits of DIN CEN/TS 14159

- Colour differences that are to be classified as greater than 3 according to the grey scale DIN EN 20105 ‑ A 02

- Pole compressions and displacements that occur during storage, transport and/or during use

- In the case of small-patterned carpets, production-related so-called zipper effects are the unavoidable state of the art following installation

- Shading caused by the inversion of the pile (shading), which in rare cases inevitably occurs in velour carpets as a result of the material or construction

9.7 The buyer is obliged to inform any end customers in good time about product-typical properties, in particular in accordance with No. 9.6., and to send our care and cleaning instructions to him/her. Goodwill decisions that are agreed between the buyer and end customer cannot be enforced at our expense.

§ 10 Compensation for Damages

10.1 Claims for damages against us are excluded, unless otherwise regulated in these Terms and Conditions.

10.2 The exclusion in No. 10.1 does not apply as long as liability exists under the Product Liability Act, in the event of intent, gross negligence of owners, legal representatives and senior staff, malice, non-compliance with an accepted guarantee, culpable injury to life, body or health or culpable breach of essential contractual obligations; essential contractual obligations are those whose fulfilment characterises the contract and on which the buyer may rely. A claim for damages for breach of substantial contractual obligations is, however, limited to damages that are typical for the contract and foreseeable insofar as there is no other matter referred to in Para. 10.2. Clause 1.

10.3 A change in the burden of proof to the detriment of the buyer s not foreseen through the above regulations.

§ 11 Choice of Law / Place of Jurisdiction

11.1 This contract and the entire legal relations of the parties are subject to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).

11.2 The exclusive place of jurisdiction for all disputes is the registered office of Halbmond Teppichwerke GmbH (Oelsnitz/Vogtl.).

§ 12 Final Provisions

12.1 Any changes and additions to the contractual relationship between the parties must be made in writing.

12.2 If individual clauses of these General Terms and Conditions are or become invalid, this will not affect the remaining provisions. In place of the invalid regulation, the contracting parties undertake to adopt a legal regulation that comes closest to the economic purpose of the invalid regulation and/or which closes this loophole.

Version: 01/01/2022

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