I.) Scope of Application
1. These General Terms and Conditions apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. These General Terms and Conditions also apply if we carry out delivery to the customer without reservation, even with knowledge of conflicting or deviating terms and conditions of the customer.
2. All agreements made between us and the customer for the purpose of executing this contract are set forth in writing in this contract.
3. These General Terms and Conditions apply only to businesses. These General Terms and Conditions also apply to all future transactions with the buyer, provided the buyer is a business within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.

II.) Offers and Orders
1. The information in the CCS GmbH product catalogs and price lists is subject to change and non-binding.
2. The order is to be considered an offer pursuant to § 145 of the German Civil Code (BGB) and can be accepted by us within two weeks by order confirmation or, at our discretion, by dispatching the ordered goods.
3. We reserve all proprietary and copyright rights to illustrations, drawings, calculations, and other documents.

III.) Delivery Time, Delivery Delays
1. All delivery deadlines are binding only upon express written confirmation by CCS GmbH. Adherence to the delivery deadline is subject to correct and timely delivery to us by our suppliers. We will inform the customer as soon as possible of any impending delays.
2. Partial deliveries are permitted and obligate the customer to pay the corresponding portion of the purchase price, unless the customer demonstrably has no interest in the partial delivery.
3. Our obligation to deliver is further contingent upon the customer’s timely and proper fulfillment of their obligations. We reserve the right to raise the defense of non-performance of contract.
4. If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, including any additional expenses. Further claims or rights remain reserved.
5. If the conditions for default of acceptance or default of payment are met, the risk of accidental loss or accidental deterioration of the goods passes to the customer at the time the customer is in default of acceptance or default of payment.
6. We are liable in accordance with statutory provisions insofar as the underlying purchase agreement is a fixed-date transaction within the meaning of Section 286 Paragraph 2 No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We are also liable in accordance with statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that their interest in further performance of the contract has ceased.
7. We are furthermore liable in accordance with statutory provisions if the delay in delivery is based on a willful or grossly negligent breach of contract for which we are responsible; the fault of our representatives or vicarious agents is attributable to us. If the delivery delay is due to a grossly negligent breach of contract on our part, our liability for damages is limited to the foreseeable, typically occurring loss.
8. We are also liable in accordance with statutory provisions insofar as the delivery delay for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring loss.
9. Otherwise, in the event of a delivery delay, we are liable for each completed week of delay in the form of liquidated damages amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
10. Further statutory claims and rights of the customer remain unaffected.
11. If circumstances beyond our control make it difficult, delay, or impossible for us to fulfill accepted orders, we are entitled to postpone delivery/remaining delivery for the duration of the impediment or, in the case of a non-temporary disruption of performance, to withdraw from the contract in whole or in part, unless we are in default. In the event of withdrawal, we are obligated to inform the seller immediately of the unavailability and to promptly refund any payments made by the buyer. Partial withdrawal is only possible if partial performance is of interest to the buyer. Circumstances beyond our control include, for example, government intervention, operational disruptions, strikes, lockouts, work stoppages caused by political or economic conditions, shortages of necessary raw materials and supplies, transport delays due to traffic disruptions, and unavoidable events that occur at our company, our suppliers, or at third-party companies upon which the continuation of our operations depends. A shortage of necessary operating and raw materials entitles us to extend the delivery time and to withdraw from the contract only if we have concluded a specific hedging transaction with our suppliers before the contract was signed.
12. Properly delivered goods will only be accepted for return with the prior written consent of CCS GmbH. In this case, CCS GmbH will charge its customers 10% of the net price of the goods valid on the day of return as damages, but at least €5.00; unless the customer proves that no damage or a lower amount of damage has been incurred, or we can prove a higher amount of damage.

IV.) Transfer of Risk, Transport Insurance
1. Unless otherwise stated in the order confirmation, delivery is agreed to be „ex works“. The risk of transport therefore passes to the customer at the latest upon handover of the goods to the carrier.
2. If the customer so desires, we will cover the delivery with transport insurance; the customer shall bear the costs incurred in this respect.

Defects, Warranty and Liability
1. If the customer is a merchant as defined by the German Commercial Code (HGB), Section 377 HGB applies, and the customer’s warranty claims are contingent upon the customer having properly fulfilled their obligations to inspect and report defects as required by Section 377 HGB.
2. Otherwise, obvious defects of any kind, as well as transport damage or the delivery of an item that is obviously different from the one ordered, must be reported immediately upon acceptance, provided the buyer is an entrepreneur as defined by Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. All notices of defects must be made in writing, even if prior oral notification has been given. Timely dispatch of the notification is sufficient to preserve the customer’s rights. If the notice is not given in the correct form and/or within the specified time, the goods are deemed accepted.
3. If a defect in the purchased item exists for which we are responsible, we are entitled, at our discretion, to remedy the defect or provide a replacement. In the event of a defect, we are obligated to bear all expenses necessary for remedying the defect, in particular transport, travel, labor, and material costs. If the remedy fails, the customer is entitled, at their discretion, to demand rescission of the contract or a reduction in price.
4. We are liable in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or agents. Unless we are accused of intentional breach of contract, liability for damages is limited to foreseeable, typically occurring damages.
5. We are liable in accordance with statutory provisions if we culpably breach a material contractual obligation; however, even in this case, liability for damages is limited to foreseeable, typically occurring damages.
6. Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
7. Furthermore, we are not liable for damages that did not occur to the delivered item itself; in particular, we are not liable for lost profits or other financial losses of the buyer.
8. Unless otherwise stipulated above, liability is excluded.
9. The limitation period for claims based on defects is 12 months, calculated from the transfer of risk.
10. The limitation period in the case of a supplier’s recourse claim pursuant to Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it is 5 years, calculated from the delivery of the defective item.

V.) Liability for Other Reasons
1. Any liability beyond that provided for in Section V is excluded – regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo (fault in contract formation), other breaches of duty, or tortious claims for compensation for property damage pursuant to Section 823 of the German Civil Code (BGB). This does not apply to claims pursuant to Sections 1 and 4 of the German Product Liability Act (ProdHaftG). Unless the limitation of liability to typical contractual damages applies to claims arising from product liability pursuant to Section 823, our liability is limited to the compensation provided by our insurance. To the extent that this compensation is not provided or is incomplete, we are liable up to the amount of the insurance coverage.
2. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

VI.) Security Rights
1. The delivered goods remain our property until all claims arising from the business relationship with the customer – including future claims – have been fully satisfied; the retention of title applies to the acknowledged balance. The customer may neither pledge nor assign our goods as security.
In the event of a breach of contract by the customer, in particular in the event of default in payment, we are entitled to repossess the goods. Repossession of the goods by us constitutes a withdrawal from the contract. After repossession, we are authorized to sell the goods. The proceeds of the sale shall be credited against the customer’s liabilities – less reasonable costs of sale.
2. The customer is obligated to treat the goods with care; in particular, the customer is obligated to insure them at their own expense against fire, water, and theft damage for their full replacement value.
3. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the resulting loss.
4. The customer is entitled to resell or process the purchased goods in the ordinary course of business, unless
the customer has already effectively assigned the claim against its contractual partner to a third party in advance or has agreed to a prohibition of assignment. 5. To secure our rights under paragraph 1, the customer hereby assigns to us all claims in the amount of the final invoice total (including VAT) that arise from the resale against its customers or third parties, regardless of whether the purchased goods were resold before or after processing. The customer remains authorized to collect these claims even after the assignment. Our right to collect the claims ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer fulfills their payment obligations from the proceeds received, does not default on payments, and in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If, however, this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
6. Any processing or transformation of the purchased goods by the customer is always carried out on our behalf. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount, including VAT) relative to the other processed items at the time of processing. The same applies to the item created through processing as to the purchased goods delivered under reservation of title.
7. If the purchased goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount, including VAT) relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be regarded as the principal item, it is agreed that the customer transfers proportionate co-ownership to us. The customer holds the resulting sole or co-ownership in trust for us.
8. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is at our discretion.
9. The buyer may neither assign nor pledge its claims against subsequent purchasers to third parties, nor agree to a prohibition of assignment with subsequent purchasers.

VII.) Prices and Terms of Payment
1. Unless otherwise stated in the order confirmation, our prices are „ex works“ plus the applicable statutory value-added tax, including packaging. Shipping costs will be invoiced separately.
2. Discounts require a separate written agreement.
3. Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) within 14 days of the invoice date.
4. The customer is only entitled to set-off rights if their counterclaims are undisputed, acknowledged by us, legally established, or ready for adjudication in legal proceedings. Furthermore, they are only entitled to exercise a right of retention to the extent that a counterclaim is based on the same contractual relationship.
5. All our claims – even those granted deferred – become due immediately if the customer defaults on any of their obligations to us, suspends payments, is over-indebted, insolvency proceedings are applied for or opened against their assets, or if the opening of such proceedings is rejected for lack of assets, or if we become aware of facts that significantly call into question the customer’s creditworthiness, such that our claim for payment appears to be at risk. In such cases, we are entitled, at our discretion, to reclaim the delivered goods, make further deliveries contingent upon advance payments or security deposits, or withdraw from the contract and claim damages for non-performance.
6. CCS GmbH is not obligated to accept checks or bills of exchange. Bills of exchange and checks are accepted only by special prior agreement and only on account of payment, subject to the deduction of all collection and discount charges.
7. Incoming payments from the customer will be applied to us in accordance with Section 367 of the German Civil Code (BGB), first to costs, then to interest, and finally to the principal, unless the customer expressly specifies a different allocation.

Special contractual terms, finishing conditions

1. Our special terms and conditions, „Ordering Information for Trade“, apply in addition to these general terms and conditions.
2. Our „Special Terms and Conditions for Textile Finishing“ apply in addition to these general terms and conditions.

VIII.) Jurisdiction, Applicable Law, Place of Performance
1. If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to bring legal action against the customer at their place of residence.
2. The substantive law of the Federal Republic of Germany applies, excluding international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).
3. Unless otherwise stated in the order confirmation, our place of business is the place of performance.

CCS GmbH
Caps-Computer-Stickereibedarf
Oberer Markt 9
DE – 92507 Nabburg

Telephone: +49 (0)9433 7 9999 99
Fax: +49 (0)9433 7 9999 88
E-mail: info@ricoma.de

Managing Director: Hubert Gietl
Commercial Register: Amberg HRB 2614
Tax Number: FA Cham 123 / 20005
VAT ID No.: DE 812 381 417
EORI: DE 46 50 913

Download the terms and conditions: HERE