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Terms & Conditions
General Terms and Conditions of Baronigg – Criação de Avestruzes, Lda.
for business customers and organizations – Textile division.
Our textile range is intended exclusively for business customers and organizations. By placing an order, you confirm that the purchase is made in the course of your commercial or self-employed professional activity.
§ 1 Scope
- For any business relations in the textile division between the purchaser and Baronigg – Criação de Avestruzes, Lda. (hereinafter referred to as Baronigg Import & Export), the following General Terms and Conditions shall apply in the version valid at the time of the order.
- Any differing GTC and purchasing terms of our customers shall not apply and will not be accepted, even if we do not expressly object to them.
- There are no verbal agreements. Deviating or additional agreements must be made in writing and must be accepted by both contracting parties.
§ 2 Conclusion of the Contract and Invoicing
- Offers from Baronigg Import & Export are to be understood as an invitation for the customer to submit an offer and are therefore non-binding. Should the offers and price details on our website be incorrect, e.g. due to typing or calculation errors, we reserve the right to charge the correct price subsequently. In this case, the customer is granted an immediate right of withdrawal if they do not agree with the new price.
- A contract is only concluded upon our written order confirmation and is governed solely by the content of the order confirmation and these terms and conditions. Confirmation by Baronigg Import & Export is sent by email. The scope of delivery is determined by the content of our order confirmation. If items from the order are not available, the customer will be informed by email.
- Invoices are issued to the customer preferably by email. The customer will be provided with the invoice in a printable format.
§ 3 Returns of Goods
- If a goods return is required, we will collect the goods from you by arrangement. The goods must be accompanied by a delivery note.
§ 4 Shipping and Packaging of Goods
- Shipping method and means are at our discretion. The packaging of the goods is always based on production and transport requirements.
- Risk passes to the Buyer at the time the goods are loaded at our warehouse or our producer’s premises onto the carrier’s or the Buyer’s means of transport. This also applies if we bear the transport costs.
§ 5 Delivery Times, Delay and Termination of Contract
- Baronigg Import & Export generally delivers the goods within approx. 12 to 20 weeks after order approval. Delivery times currently fluctuate greatly; therefore, delivery times stated in the order confirmation are estimates and non-binding and are extended in particular in the event of obstacles beyond our control and not foreseeable at the time of contract conclusion, such as force majeure, natural disasters and strikes, provided these obstacles demonstrably have a significant impact on the intended delivery. We assume no procurement risk. We are entitled to withdraw from the contract insofar as, despite prior conclusion of a corresponding purchase contract on our part, we do not receive the delivery item; our liability for intent or negligence remains unaffected. For goods individually designed for the customer, the customer may withdraw, even in the event of unexpectedly longer delivery times, only after consultation, provided production of the goods has not yet begun.
- The customer will be informed immediately of the start and end of such obstacles and has the right to request a statement from Baronigg Import & Export as to whether we will withdraw from the contract or perform within a reasonable period.
- If, after conclusion of the contract, facts become known indicating the customer's lack of creditworthiness, or if the customer breaches its duties of care regarding goods delivered subject to retention of title, Baronigg Import & Export reserves the right to withdraw from the contract.
- Partial deliveries are permitted for justified reasons, insofar as they are reasonable for the customer.
- If the customer does not accept the delivered goods or otherwise breaches cooperation obligations, Baronigg Import & Export shall, after the unsuccessful expiry of an additional period of two weeks, be entitled to withdraw from the contract or claim damages. Without prejudice to other rights, Baronigg Import & Export is entitled to store the goods to be delivered at the customer's risk and expense
§ 6 Prices, Due Date and Payment
- The prices stated by Baronigg Import & Export are final prices excl. VAT and incl. shipping costs. Additional costs for packaging, freight and other shipping charges apply only if expressly agreed.
- In our price calculations, we assume that the items/positions on which the offer is based remain unchanged.
- Agreements such as the granting of discounts and cash discounts must be made expressly and in writing. Deferral arrangements require a written agreement. Set-off against our claims is permitted only with undisputed or legally established counterclaims. Prices from price guarantees for future deliveries may be adjusted to inflation (increased in line with inflation).
- Unless otherwise agreed, the full purchase price must be paid no later than upon delivery.
- For payment on invoice, payment must be made within 3 working days after receipt of the goods. For custom-designed orders, we reserve the right to require 50 percent of the goods value as a deposit. Production of the order will be commissioned after receipt of the deposit.
- All payments will be applied to settle the oldest due debt items and any interest accrued thereon.
- For prepayment orders, the goods will be dispatched only upon receipt of the full invoice amount. If items cannot be delivered, they will be delivered later or the price will be refunded.
- If an invoice is not paid by the due date at the latest, all outstanding invoices and the usual default interest become due immediately.
- We reserve the right to carry out a credit check via Schufa, Creditreform or another credit agency. We reserve the right to deliver, instead of the usual payment terms, only against prepayment or other payment terms to be agreed with the customer.
§ 7 Retention of Title
- Baronigg Import & Export retains ownership of the delivered goods until the purchase price has been paid in full.
- For goods purchased by the customer in the course of its commercial activity, we retain ownership of the delivered goods until all claims arising from the business relationship have been settled, in particular until the account balance has been cleared.
- The customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided the customer is not in default. The customer assigns to Baronigg Import & Export the claims resulting from the resale.
§ 8 Warranty and Liability
- If, through execution of the Customer’s order, third-party rights, in particular copyrights, are infringed, the Customer alone shall be liable. In such a case, the Customer shall indemnify Baronigg Import & Export against all third-party claims. Baronigg Import & Export is entitled at any time to request proof from the Customer of the right to use third-party name and copyright rights.
- The Customer is obliged not to order any prints that violate public decency.
- Baronigg Import & Export shall not be liable for damages caused by slight negligence. This does not apply to injury to body, life or health. The exclusion of liability for slight negligence also does not apply in the event of a breach of so-called cardinal obligations (material contractual duties) and where Baronigg Import & Export claims a special degree of trust. Furthermore, the exclusion of liability does not apply to foreseeable damages.
- No claims for material defects or defects of title shall exist for any infringement by the print requested by the Customer of third-party rights, public decency or other statutory prohibitions.
- Obvious defects (of the goods themselves, transport damage, etc.) must be reported to us immediately; hidden defects immediately upon discovery. The goods must be left, especially in the event of transport damage, in the condition in which the Customer received them.
- In the event of a justified complaint, we have the right to repair, replacement delivery, price reduction or rescission. The right to damages is limited to intent or gross negligence.
- Customary industry deviations in quantity, size, weight (gsm) and color (up to approx. 5%) as well as color deviations between images and the items are technically unavoidable and do not constitute a defect.
- For textiles individually designed by us, the following applies: over- or under-delivery or deviations of up to 10% must be accepted by the customer and are not grounds for complaint regarding the total quantity. If, when placing the order, required data such as the motif size is missing, we will create the motif so that, in our view, a visually acceptable result is achieved.
§ 9 Assignment Exclusion
- The assignment of claims and receivables to which the Customer is entitled from the business relationship with Baronigg Import & Export is excluded.
§ 10 Place of Jurisdiction
- Portuguese law applies. The place of jurisdiction is agreed as Évora or the nearest competent court.
§ 11 Image Rights
- All image rights are held by Baronigg Import & Export or its partners. Use without explicit consent is not permitted.
§ 12 Severability Clause
- Should any provision of the GTC be invalid, the remaining provisions shall remain unaffected. The contracting parties undertake to replace an invalid provision of the GTC with a provision that comes as close as legally possible to the intent and purpose of the invalid provision. This also applies to any potential gaps in the provisions.
As of: 15/09/2022