General Terms and Conditions of Delivery and Payment
for the Sale of Goods by Julius Zorn GmbH
1. Scope, General.
These Terms and Conditions of Delivery and Payment shall apply to all business relations of Julius Zorn GmbH (hereinafter the “Supplier“) with a commercial customer (Sec. 14 German Civil Code (“BGB”)) (hereinafter the “Customer“) even if not specifically mentioned in later contracts. They shall also apply where Customer refers to its own terms and conditions of business, in particular if Customer does so when placing the order. Any departure from Supplier‘s Terms and Conditions of Delivery and Payment requires Supplier‘s explicit written approval.
The parties to the contract hereby conclude a processing contract. You can view the relevant contract pursuant to GDPR, including the appendices required by law, on the supplier’s website at www.juzo.com/gdpr after you have successfully signed in through the login area. The parties to the contract agree that the processing contract in this form, including appendices, shall become an integral part of the contract.
2. Supply Agreement.
(1) All deliveries are made at Customer‘s risk by a shipping service provider instructed by Supplier.
(2) Deliveries or parts of deliveries will be delayed in the event of force majeure (i.e. circumstances and events which cannot be prevented by exercising the due care required for proper management), in case of measures relating to industrial action, in particular strike or lock out, as well as in the event of unforeseeable obstacles beyond Supplier‘s control, e.g. operational breakdown, delays in the supply of essential materials. The foregoing shall also apply where those circumstances occur at Supplier‘s suppliers. The delivery period will be extended according to the duration of such measures and obstacles. Supplier is not responsible for such circumstances even where they occur during an already existing default. Supplier will communicate the beginning and end of such obstacles to Customer as soon as practicable, where important.
(3) Specifications or illustrations are not binding. Designs and forms are subject to change as a result of technical progress or legal requirements during the period of delivery, provided the item to be delivered is not materially changed and the change is reasonably acceptable to Customer.
(4) If Customer desires a specific shipping service provider, Supplier will pass on all relevant costs. An increase in costs beyond our control may result in an adjustment of the amounts indicated. Partial deliveries made by us will be free of charges.
(5) If Customer cancels an order already placed without being entitled to such cancellation, Supplier may claim 25 % of the sales price to compensate the costs incurred for processing the order and lost profit, without prejudice to its right to claim any higher damage actually suffered. Customer may prove that less damage was suffered.
(6) Custom made garments, made to measure garments, custom and special designs, dip dye, trend colour or Batik Collection stockings as well as “Light Line” products cannot be returned.
3. Prices, Payment.
All prices are in Euros ex works, plus VAT as applicable from time to time. Payment to be made immediately after presentation of the invoice. First deliveries are only made against advance payment. In the event of a default in payment by Customer, e.g. resulting from Customer‘s failure to make payment within a given period, subject to additional claims for damages, interest will be charged at the standard bank lending rate, but in any case at a minimum of 8 percentage points above the basic interest rate as applicable from time to time, pursuant to Sec. 247 BGB. In the event of default in payment, or if Supplier has reason to doubt Customer‘s ability to pay or credit-worthiness, Supplier may – without prejudice to any other rights – demand security or advances for any outstanding deliveries and call for immediate payment of all claims resulting from the business relationship. If Customer is a merchant in accordance with Sec. 1 German Commercial Code (HGB) (Kaufmann), a legal person under public law (juristische Person des öffentlichen Rechts), or a special fund under public law (öffentlich-rechtliches Sondervermögen), Customer is entitled to set-off or retention only in respect of claims which are undisputed or have been established by valid and final judgment.
4. Warranty, Exclusion of Liability.
On receipt of the goods, Customer shall immediately inspect the goods delivered for defects and in respect of quality and fitness for the intended purpose, otherwise the goods shall be deemed accepted. Rejections will be considered only if made in writing, providing proof of the defect, within 8 days from receipt of the goods or, in the event of hidden defects, after the discovery of such defect, but in any case within one year from receipt of the goods. If goods are defective, Customer may claim remedy of defects or substitute delivery. If remedy fails, Customer may at its discretion rescind the contract or demand a reasonable reduction of the purchase price. Rejected goods may be returned only upon obtaining Supplier‘s explicit approval. For hygienic reasons, Supplier can accept only washed goods for repair, alteration or checking. Supplier shall not be liable for damages based on contractual or quasi-contractual claims, tort or other legal grounds; the foregoing shall not apply to damage claims arising from an injury to life, body or health or to any violation resulting from intent or gross negligence of Supplier or its vicarious agents or in the event of a violation of a material duty, the performance of which is essential to the contract‘s purpose. In the latter case, liability for slight negligence shall be limited to foreseeable damage typical for this kind of contract.
5. Retention of Title.
Until full payment of Supplier‘s claims arising from the business relationship with Customer,the goods sold shall remain the property of Supplier. However, Customer may dispose of the goods purchased in the ordinary course of business. If Customer is in breach of contract, in particular in the event of default in payment, Supplier is entitled to collect, and Customer is obliged to surrender, the goods after a reminder. The assertion of retention of title or the attachment of the items delivered by Supplier shall not be considered a rescission from the contract. Any claims against third parties resulting from the resale of the goods delivered are hereby collectively assigned to Supplier by Customer as security, irrespective of whether the items delivered were resold with or without prior processing. Customer will still be authorised to collect such claims, despite the assignment agreed herein. The foregoing shall be without prejudice to the authority of Supplier to collect such claims on its own; but Supplier undertakes not to collect such claims, unless Customer fails to properly meet its payment obligations and is in default of payment. Otherwise Supplier may demand Customer to disclose the claims assigned and their debtors, to provide all information necessary for collection, to surrender all relevant documents, and to communicate the assignment to the debtor (third party). Customer may not attach, or transfer as security, the items delivered. In the event of attachment or seizure or other disposal by a third party, Customer shall inform Supplier of the same without undue delay, providing all information and documents necessary to safeguard Supplier‘s rights. Enforcement officials or third parties shall be advised of the Supplier‘s retention of title. If the value of security exceeds the claim of Supplier by more than 20 %, Supplier will release security upon Customer‘s request to such extent at its discretion.
6. Provisions with respect to Regulation (EU) 2017/745.
6.1 Role of the Supplier and the Customer
Within the scope of these Terms and Conditions of Delivery, the Supplier adopts the position of manufacturer in accordance with Art. 2, No. 30 of Regulation (EU) 2017/745 and the Customer adopts the position of distributor in accordance with Art. 2, No. 34 of Regulation (EU) 2017/745.
6.2 Distributor’s obligations
The Customer undertakes to comply with the obligations imposed on it as a distributor in accordance with Art. 14 Regulation (EU) 2017/745.
The Customer and the Supplier shall work together to guarantee the traceability of the goods.
The Customer undertakes to ensure that it is able to provide information to the responsible authorities at all times about who provided the goods and/or to whom it sent the goods after it has handed over the last goods for a period of ten (10) years in accordance with Art. 25, Para. 2 Regulation (EU) 2017/745. In this respect, the Customer undertakes to set up a suitable procedure for this provision of information and shall document the procedure in accordance with point 7.5.9 ISO 13485:2016.
The Customer undertakes to hand over the suitable documentation for the provision of information to the Supplier after the ten (10) years mentioned have elapsed or to dispose of it properly following a written request from the Supplier.
The Customer undertakes to comply with the obligations regulated in 6.3 even if business operations cease before the ten (10) years mentioned have elapsed or if insolvency proceedings are initiated against it.
6.4 Acceptance and Documentation of Experiences, Findings and Other Information about the Goods
The Customer undertakes to document all experiences and findings about the goods, including trends to be observed and all incoming complaints or reports about suspected incidents in connection with the goods and store this documentation for a period of ten (10) years. In this respect, the Customer undertakes to establish a suitable procedure for the acceptance of such experiences, findings, complaints or reports about the goods, and their documentation and keep this documentation up to date.
The Customer undertakes to hand over documentation regarding experiences and findings about the goods, including trends to be observed and incoming complaints or reports to the Supplier after the ten (10) years mentioned have elapsed or to dispose of it properly following a written request from the Supplier.
The Customer also undertakes to comply with the obligations regulated in 6.4 even if business operations cease before the ten (10) years mentioned have elapsed or if insolvency proceedings are initiated against it.
6.5 Forwarding of Experiences, Findings and Other Information to the Supplier
The Customer undertakes to forward all experiences and findings about the goods, including trends to be observed and all incoming complaints or reports about suspected incidents in connection with the goods to the Supplier without delay or to forward it to a person specified by the Supplier. The forwarding is to be carried out in writing to Julius Zorn GmbH, Juliusplatz 1, 86551 Aichach, Germany. In the case of suspected serious incidents in accordance with Art. 2, No. 64 Regulation (EU) 2017/745, information shall be passed on in advance by telephone +49 (0)8251 9010, fax +49 (0)800 08 35 393, or e-mail firstname.lastname@example.org.
The Supplier shall make all materials for the advertising of the goods (e.g. texts, names, trademarks, illustrations and other symbols) available to the Customer if the Customer is performing the advertising of the goods. The Customer undertakes to exclusively use the materials provided by the Supplier for advertising the goods.
7. Jurisdiction; Applicable Law; Severability.
The Regional Court (Landgericht) of Augsburg shall have jurisdiction over all disputes arising from this contractual relationship if Customer is a merchant in accordance with Sec. 1 HGB, a legal person under public law, or a special fund under public law; Supplier is entitled to bring action also at Customer‘s principal place of business. The laws of the Federal Republic of Germany shall apply exclusively; the United Nations Convention on Contracts for the Sale of Goods shall however not apply even if Customer‘s registered office is located outside of Germany. If one of the provisions above is or becomes null and void, in whole or in part, the validity of the remaining provisions shall remain unaffected thereby.
Subject to change. No liability for errors.