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General Terms and Conditions

General Terms and Conditions of Sale, Delivery and Payment of Scantex Textilhandel GmbH

(Version of March 2018)

1. General
(1) All quotations, purchase contracts, deliveries and services related to orders of our customers (hereinafter referred to as customers) placed through our online shop www.shop.scantex.de (hereinafter referred to as the “online shop”) are subject to these General Terms and Conditions.
(2) The products on offer in our online shop are only available to corporate customers.
(3) The Terms and Conditions of the customer are not applicable, even if we do not specifically contradict their validity in each individual case.

2. Conclusion of contract
(1) The offers in our online shop are non-binding.
(2) When placing an order in the online shop, the customer makes a binding offer to purchase the respective product. We can accept the offer until the end of the third working day following the day of the offer. Delivery of the order duplicate or copy by us is considered to be the order confirmation.
(3) If the customer does not comply with the packaging units stated on the order form, the ordered quantity is automatically increased to that of the full packaging unit.

3. Prices and payment
(1) The prices are quoted without the rate of sales tax valid at the time of delivery.
(2) The minimum order quantity for trade fair orders and initial orders of domestic customers is €500, for EU customers EU €1,500 and for customers in any other countries €2,500. For subsequent orders the minimum order quantity for domestic customers is € 150, for EU customers EU €500 and for customers in any other countries €1,500.
(3) If the order values stated in Section 2 are exceeded, the goods will be shipped free of charge within the Federal Republic of Germany or free to the German border. If the order values are lower, delivery is subject to freight and packaging costs.
(4) When customers first place an order, advance payment is required or the goods are delivered cash on delivery; all international orders must be paid in advance. Cheque payments are only valid on account of performance. We do not accept bills of exchange.
(5) The invoiced sum must be paid within 10 days of the invoice date with 2 % discount or within 30 days net. If payment is effected by bank debit, 2 % discount applies.
(6) We are entitled to demand default interest in the amount of 9 percentage points above the base interest rate from the date of default of payment. From the due date, we may charge merchants entered in the commercial register default interest amounting to 9 percentage points above the base interest rate.
(7) We reserve the right to make higher claims for damages in the event of further payment default. In the event of payment arrears on the part of the customer or other serious signs of a risk of payment, we are entitled, subject to further claims, to demand immediate payment for deliveries made and payment in advance or payment on delivery for future deliveries at our discretion. Alternatively, we can demand the provision of sufficient collateral.
(8) The customer has no right of set-off or retention, unless the counterclaim is undisputed or legally binding.

4. Shipment of the goods
(1) The deadlines and dates stated by us for the dispatch of the goods are always approximate and may therefore be exceeded by up to two working days. This does not apply if a fixed shipping date has been agreed.
(2) If agreed delivery deadlines are exceeded, the customer is entitled to set a reasonable extension period of at least 20 working days. Delivery periods shall be suspended for the duration of force majeure or other extraordinary circumstances for which we – or our supplier – are not responsible. Claims for damages due to non-compliance with agreed delivery deadlines are excluded, unless this is due to intent or gross negligence on our part.
(3) All delivery periods stated by us when the order is placed or otherwise agreed upon begin (a) if delivery against pre-payment has been agreed, on the day of receipt of the complete purchase price (including VAT and shipping costs) or (b) if payment by cash on delivery or on account has been agreed, on the day of the conclusion of the purchase contract.
(4) The day on which we hand over the goods to the shipping company shall be decisive for compliance with the shipping date.
(5) If the goods cannot be delivered or cannot be delivered on time, we will notify the customer immediately. If the goods are not available from our suppliers for the foreseeable future, we are entitled to withdraw from the purchase contract. In the event of withdrawal, we will immediately reimburse the customer for any payments made to us. The customer’s statutory rights due to delay in delivery shall not be affected by the above provision, whereby the customer may only claim damages in accordance with the special provisions of Section 8 of these General Terms and Conditions.
(6) We are entitled to make part deliveries of separately usable products included in an order, whereby we shall bear the resulting additional shipping costs. Items in arrears will be delivered at a later date without separate notification.

5. Shipping, insurance and transfer of risk
(1) The risk shall pass to the customer upon loading of the goods, but at the latest upon default of acceptance, even if freight-free delivery has been agreed and/or the goods are shipped by our own vehicles. We are not obliged to take out transport insurance.
(2) Unless expressly agreed otherwise, we shall determine the appropriate shipping mode and the carrier at our own reasonable discretion. We are only responsible for the timely and proper delivery of the goods to the carrier and are not responsible for delays caused by the carrier. A delivery time stated by us is therefore not binding. However, if we have agreed to carry out installation or assembly work at the customer’s site, we are responsible for the timely completion of this work and handover to the customer on the contractually agreed date.

6. Retention of title
(1) We shall retain title to the goods delivered by us until full payment of the purchase price (including sales tax and shipping costs) for the goods concerned.
(2) The customer is not entitled to resell the goods delivered by us and still subject to retention of title without our prior written consent.

7. Warranty
(1) The customer is obliged to examine the goods immediately after shipping. The delivered goods shall be deemed to have been approved by the customer if a defect is not (a) reported to us within five working days after delivery in the case of obvious defects or (b) otherwise within five working days after discovery of the defect.
(2) Further inspection and complaint obligations for merchants according to Articles 377, 378 of the German Commercial Code (HGB) remain unaffected. Deviations in material, form and colour customary in the industry are unavoidable and do not provide grounds for complaints. We do not accept any liability for colour fastness or incorrect care and treatment.
(3) In the event of a defect, we may choose between remedying the defect and delivering a defect-free item; this choice can only be made by notifying the customer in writing (also by fax or email) within three working days of receipt of the notification of the defect. We can refuse the type of subsequent performance chosen by the customer if this is only possible with disproportionate costs.
(4) If the subsequent performance as laid out in Section 7 (3) fails or is unreasonable for the customer or we refuse the subsequent performance, the customer is entitled to withdraw from the purchase contract, to reduce the purchase price or to claim damages or reimbursement of his futile expenses in accordance with the applicable law. The special provisions of Section 8 of these General Terms and Conditions shall also apply to the customer’s claims for damages.
(5) The warranty period is one year from delivery.

8. Returning goods, cancellation
Return of goods and order cancellations by the customer outside our warranty obligations are only permissible in individual cases after prior agreement with us. In this case, we are entitled to claim appropriate reimbursement of expenses even without express reservation when goods are returned or an order is cancelled. Claims for damages with regard to returned goods which have been damaged by the customer or his vicarious agents or during transport shall remain unaffected.

9. Liability
(1) We are not liable (on whatever legal grounds) for damage that is not to be typically expected during normal use of the goods. The above limitations of liability shall not apply in the event of intent or gross negligence.
(2) The limitations of this Article 9 do not apply to our liability for guaranteed characteristics in the sense of Article 444 of the German Civil Code (BGB) because of injury to life, body or health or under the Product Liability Act.

10. Data protection
The buyer gives his consent for us to process the data about the buyer received in connection with the business relationship in compliance with German and European data protection laws for the fulfilment of our own business purposes, in particular that we store it or transmit it to a credit rating agency, insofar as this is carried out within the scope of the purpose of the contract or is necessary to protect our legitimate interests and there is no reason to assume that the legitimate interest of the buyer to exclude processing, in particular the transfer of the data, prevails.

11. Place of fulfilment
The place of fulfilment for payment and goods deliveries is 26180 Rastede.

12. Applicable law and court of jurisdiction
(1) German law shall apply to the exclusion of the conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.
(2) The customer is not entitled to assign claims from the purchase contract without the consent of the Seller.
(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties – also for actions on bills of exchange and cheques – shall be our place of business. However, we are also entitled to sue the customer at his general place of jurisdiction.
(4) If one or more of the above provisions are invalid or unenforceable, this shall not affect the validity of the remaining provisions.