General terms and conditions of business

Application Scope These General Terms and Conditions (hereinafter referred to as "GTC") apply to the business relationship between Cotty Textiles GmbH (hereinafter referred to as "Cotty Textiles") and the "Customer", effective as of the date the order is placed and the date the order is placed, respectively.

 § 2 Conclusion of the Contract

2.1 Amount and Content of the Fee

a) The prices specified in the offer to the Customer shall apply, provided that the data on which the offer is based remains unchanged. Prices are net and do not include VAT. Freight, postage, insurance, and other shipping costs will be invoiced separately and charged based on time and materials. 

b) When offers are prepared based on general information, sketches, or drafts, the prices, dimensions, weights, luxury, power consumption, etc., provided here will only be considered approximate and therefore not binding. Final determinations can only be made once a 1:1 drawing is available or after the order has been fulfilled.

c) Unless otherwise agreed, the pricing for design services shall be based on the SDSt/AGD collective agreement for design services.

2.4 Payment Default, Obligation to Accept

a) The order of goods shall be considered a binding offer for a contract. Acceptance shall occur upon written order confirmation or upon delivery of the goods to you. In the event of delayed payment in commercial transactions, Cotty Textiles may demand default interest at a rate of 8% above the current discount rate of the Deutsche Bundesbank. Claims for proven higher damages remain unaffected thereby.

b) In the event of the return or cancellation of orders without supplier error, you will receive a supplier credit note after the return or cancellation has been completed, deducting 25% of the value of the goods, but not less than €5.00 per original delivery, taking transport costs into account.

c) If the fulfillment of payment demand is at risk due to a deterioration in the customer's financial condition that arises or becomes known after the contract has been concluded, Cotty Textiles may demand the prepayment and immediate payment of all invoices for which the customer is in default of payment, retain undelivered goods, and suspend work on all existing orders until all receivables have been fully paid.

§ 3 Special Services, Auxiliary Services, and Travel Expenses

3.1 Reprocessing or alteration of final artwork, handwriting work, or printing control, such as special services, will be communicated to the customer with a separate written cost estimate based on the actual time required.

3.2 After prior written agreement with the customer, Cotty Textiles is entitled to order external services necessary for the fulfillment of the order on behalf of and for the account of the customer. The customer undertakes to grant Cotty Textiles the necessary authorization.

3.3 Unless individual contracts for third-party services are concluded on behalf of and for the account of Cotty Textiles, the customer undertakes to internally indemnify Cotty Textiles for all obligations arising from the conclusion of the contract by Cotty Textiles. This also includes assuming the costs. 

3.4 Special technical expenses for the production of models, especially for special materials and goods. The customer will be informed separately with a written cost estimate regarding the costs of photographs, interim shots, reproductions, textile samples, typesetting, and printing, etc. 

3.5 Travel expenses and expenses for trips related to orders will be borne by the customer.

3.6 Unless explicitly agreed upon otherwise, Cotty Textiles is not responsible for obtaining the necessary official permits (e.g., according to construction regulations, BlmSchG, police law, assembly law). These shall be provided by the customer.

§ 4 Securities

4.1 Guarantees for Design Services

a) Drafts, final artworks, textile concepts, and sample pieces are the property of Cotty Textiles. Therefore, unless expressly agreed otherwise, originals must be returned undamaged after a reasonable period. In the event of damage or loss, the customer shall bear the necessary expenses to restore the originals. This does not affect the right to claim further damages.

b) The dispatch of works and originals shall be the responsibility of the customer, except for private customers/consumers within the meaning of § 474 II BGB (German Civil Code) concerning the sale of consumer goods, in which case this provision shall not apply.

c) Cotty Textiles is not obliged to deliver digitally created files or designs to the customer. If the customer requests the delivery of such data, separate agreement and payment must be made. If Cotty Textiles has provided digital files to the customer, these may only be edited or modified with the prior approval of Cotty Textiles.

4.2 Retention of Title

a) Goods delivered by Cotty Textiles shall remain the property of Cotty Textiles until all claims to which Cotty Textiles is entitled now or in the future for any legal reason have been fulfilled. The customer shall store the goods free of charge and insure them at the replacement value against fire, water, and theft. The customer hereby assigns to Cotty Textiles all claims arising from such insurance relationships. Cotty Textiles hereby accepts this assignment.

b) The customer is entitled to resell the reserved goods in the ordinary course of business. However, the customer hereby assigns to Cotty Textiles all claims to which it is entitled from the resale of the reserved goods. This assignment shall apply irrespective of whether the reserved goods have been resold without or after processing. The customer is authorized to collect these claims even after assignment. Cotty Textiles' authority to collect the claims itself remains unaffected. However, Cotty Textiles undertakes not to collect the claims as long as the customer meets its payment obligations from the proceeds collected, is not in default of payment, and, in particular, no application has been made for the opening of insolvency proceedings or cessation of payments or similar has occurred. 

c) In the event of default in payment by the customer, Cotty Textiles may revoke the customer's authority to resell and process the reserved goods and demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor of the assignment.

d) In the event of attachments or other interventions by third parties, the customer must notify Cotty Textiles immediately in writing so that Cotty Textiles can assert its rights to the reserved goods. If the third party is not able to reimburse Cotty Textiles for the court and out-of-court costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by Cotty Textiles.

e) The customer shall process the reserved goods on behalf of Cotty Textiles, without any obligations arising for Cotty Textiles as a result thereof. If the reserved goods are processed or inseparably mixed with other goods not belonging to Cotty Textiles, Cotty Textiles shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (invoice value including VAT) to the value of the other goods at the time of processing or mixing. If the customer acquires sole ownership of the new item, it shall transfer co-ownership of the new item to Cotty Textiles in proportion to the value of the reserved goods (invoice value including VAT) and shall store the item for Cotty Textiles free of charge.

f) If the reserved goods are inseparably mixed with other goods not belonging to Cotty Textiles in such a way that the customer's item is to be regarded as the main item, it shall be agreed that the customer shall transfer co-ownership to Cotty Textiles on a pro rata basis. The customer shall keep the sole ownership or co-ownership thus created in safe custody for Cotty Textiles.

4.3 Right of Retention The customer may only exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

§ 5 Delivery Time, Delay in Delivery

5.1 Delivery dates and deadlines shall be binding only if they have been expressly agreed in writing. If the delivery date is specified in calendar weeks, delivery shall be deemed to have been made in a timely manner if the goods are handed over to the shipping company in the week specified as the delivery date.

5.2 The beginning of the delivery time specified by Cotty Textiles assumes the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.

5.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, Cotty Textiles shall be entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time the latter is in default of acceptance or payment.

5.4 If Cotty Textiles is in default of delivery, the customer shall be entitled to demand lump-sum compensation for delay. The lump-sum compensation for delay shall amount to 0.5% for each complete week of delay, but in total not more than 5% of the value of the part of the delivery that could not be used for the intended purpose as a result of the delay.

5.5 Both claims for compensation for damages due to delay in delivery and claims for compensation in lieu of performance exceeding the limits specified in paragraph 4 shall be excluded in all cases of delayed delivery, even after expiry of a deadline set for Cotty Textiles to deliver. This shall not apply in cases of intent, gross negligence, or injury to life, limb, or health. The customer may only withdraw from the contract within the scope of statutory provisions if Cotty Textiles is responsible for the delay in delivery.

§ 5.6 It is the responsibility of the customer to ensure that the use of signs, images, and logos provided by the customer does not infringe upon the rights of third parties. The customer shall indemnify Cotty Textiles against any claims by third parties arising from the infringement of rights.

§ 5.7 Cotty Textiles does not guarantee color fastness of templates and presentation pieces without a prior proof. A digital or analog proof shall not be considered a print proof within the meaning of this provision.

§ 5.8 Cotty Textiles shall not accept any liability for delivery delays or restrictions caused by any operational disruptions such as breakdown of significant parts of the production, shortage of raw materials, or transportation difficulties. These shall not entitle the customer to withdraw orders or claim compensation of any kind.

§ 5.9 If finished goods are not accepted by the customer for delivery or need to be stored at Cotty Textiles for reasons not attributable to Cotty Textiles, storage costs and risks shall be borne by the customer. The storage date shall be considered as the delivery date.

§ 6 Warranty

6.1 The customer must immediately inspect the delivered goods for any defects. Any complaints must be made to Cotty Textiles in writing within one week from the delivery of the work or goods. Thereafter, the work or goods shall be deemed accepted as free of defects. This does not apply to hidden defects that cannot be detected immediately after a thorough inspection. Such defects must be claimed within the statutory warranty period.

6.2 Exclusion from warranty for printed/textile products

a) No objections can be raised to slight deviations from the original in color reproductions in all printing processes. The same applies to comparisons between proofs, print runs, and textile prints.

b) Cotty Textiles shall only be liable for deviations in the quality of materials up to the amount of its own claims against the supplier.

c) No objections can be raised to excess or short deliveries up to 10% (printing products) and 5% (textile products, accessories) of the ordered quantity. The quantity delivered shall be invoiced.

d) The risk of any defects shall pass to the customer upon the declaration of readiness for printing (release) unless any defect arises during the production process following the declaration of readiness for printing. The same applies to any other declarations of readiness made by the customer for the continuation of production.

6.4 In case of justified complaints, Cotty Textiles shall, at its discretion and subject to other claims, be obliged to repair or replace the goods up to the order value. This shall not apply in case of the absence of a guaranteed feature or in case of intent or gross negligence by Cotty Textiles or persons responsible for Cotty Textiles' actions. In case of delay, negligence, or unsuccessful rectification or replacement, the customer may demand a reduction (abatement) in payment or cancellation (termination) of the contract. This shall not apply if the defect only slightly reduces the value or suitability of the delivered goods. There shall be no liability for indirect damages unless there is willful or grossly negligent conduct by Cotty Textiles.

6.5 Defects in part of the delivered goods shall not entitle the customer to complain about the entire delivery unless partial delivery concerns the customer.

§ 7 Copyright and Usage Rights for Design Services

7.1 All designs and final artworks are subject to copyright law. If the required level of creation has not been reached according to Section 2 of the Copyright Act, the provisions of the Copyright Act shall apply.

7.2 Designs and final artworks may not be modified or reproduced without the express permission of Cotty Textiles. No imitation - even of parts - is allowed. Violation of this provision entitles Cotty Textiles to demand a contract penalty of the agreed fee plus 50%. In the absence of an agreed fee, the usual fee for design services shall be deemed agreed upon according to the SDSt/ AGD collective agreement.

7.3 Cotty Textiles will transfer the necessary usage rights to the customer for the relevant purpose. Unless otherwise agreed, only simple usage rights are transferred in any case. The transfer of usage rights to third parties requires a written agreement. Usage rights shall not be transferred to the customer until the full fee has been paid.

7.4 Only usage rights shall be granted for drafts and final artworks, but ownership rights shall not be transferred. The dispatch of works and originals shall be at the customer's risk and expense. Unless explicitly agreed otherwise, originals must be returned undamaged after a reasonable period. In case of damage or loss, the customer shall bear the necessary expenses to restore the originals. This does not affect the right to claim further damages.

7.5 Cotty Textiles has the right to be named as the author in reproductions. Violation of the naming right entitles Cotty Textiles to compensation. Without proof of higher damages, the compensation shall be 50% of the agreed fee or the usual fee for design services according to the SDSt/ AGD collective agreement. This provision does not affect the right to claim higher compensation if appropriate evidence is provided.

7.6 Suggestions or other collaborations made by the customer shall not constitute joint copyright unless agreed upon and without justification.

7.7 Drafts and final drawings together constitute a single service when usage rights are granted. If usage rights are not granted and only drafts and/or final drawings are provided, no fee shall be charged for usage. If drafts are subsequently used to a greater extent than originally intended, Cotty Textiles reserves the right to retroactively invoice the usage fee or demand the difference between the agreed usage fee and the actual usage.

§ 8 Correction, Production Monitoring, and Sample Trials

8.1 Correction samples must be submitted to Cotty Textiles before any reproduction is carried out.

8.2 Cotty Textiles will monitor production only on a special agreement basis. If Cotty Textiles assumes the responsibility for monitoring production, it is authorized to make necessary decisions and provide relevant instructions at its discretion. Cotty Textiles is liable for errors only in cases of intent and gross negligence.

8.3 The customer shall provide Cotty Textiles with 5% of all reproduced works (textile) and 10 to 20 pieces (printing) free of charge as agreed. Cotty Textiles has the authority to use these samples for its own promotional purposes.

§ 9 Design and Template Freedom

9.1 There is design freedom within the scope of the order, except for complaints regarding artistic design. If the customer wishes to make changes during or after production, they will bear the additional costs. Cotty Textiles reserves the right to charge for work already commenced. 

9.2 If delivery is delayed due to reasons attributable to the customer, Cotty Textiles may demand a reasonable increase in fees. Claims for further damages due to delay remain unaffected.

9.3 The customer guarantees that Cotty Textiles has the authority to use all templates provided to them.

§10 Legal Succession This GTC shall also apply to the legal successors of the contracting parties. In the event of a change in the contracting party due to the participation of a new contracting party, the other contracting party shall have the right to terminate the contract.

§ 11 Miscellaneous

a) The contractual relationship between the customer and us and the related terms and conditions shall be subject to the laws of the Federal Republic of Germany. If the customer is a consumer, legal provisions and rights favorable to the consumer under the laws of the country of residence of the customer shall not be affected by this agreement, except for the application of the UN Convention on Contracts for the International Sale of Goods.

b) If the customer is a merchant or a public entity within the meaning of the German Commercial Code (HGB), the exclusive place of jurisdiction shall be the court at our registered office. Furthermore, we reserve the right to initiate legal proceedings at the customer's place of business.

§ 12 Final Provisions and Severability Clause

10.2 Unless otherwise agreed in writing, German law shall prevail.

10.3 Application and inclusion of § 306 I BGB. Privacy and data protection We guarantee that the collection, storage, modification, transmission, blocking, deletion, and use of your personal data in our company are always carried out in accordance with valid data protection regulations and other legal provisions to protect your personal data.

As part of the ordering process, we use the customer data form to request various personal data that you provide to us by submitting your order along with other order data. Accordingly, we only collect personal data transmitted by you. This collection is carried out solely for our own business purposes.

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