General terms and conditions

1. Scope of application

All of our deliveries and services are carried out solely in accordance with the following terms and conditions. We do not recognize any customer purchasing and / or payment conditions that conflict with or are not in compliance with our terms and conditions unless we have given the customer written approval of his terms and conditions on an individual basis. Our terms and conditions apply to all future transactions even if they are not applied to an isolated case.

2. Prices and Payments

a). The prices we quote are only valid for a single order, not for reordering. They apply from the DI Perle GmbH company and do not include packaging, shipping, insurance, customs, or VAT.
b). In the event of an unforeseeable cost increase in the time after the contract has been concluded to when the order is executed, e.g. increase in cost of labour or materials, we reserve the right to adjust the prices in accordance with the changed circumstances without any additional profit.
c). Our invoices are payable according to our terms of payment.
d). Bills of exchange will only be accepted upon express agreement and as payment only. Discount charges and other exchange charges shall be borne by the customer. Discounts cannot apply to payments by bill of exchange.
e). If multiple invoices or receivables remain unpaid, we reserve the right to determine the order of the principal payments, even if the customer has divergent provisions.
f). If agreed payment deadlines are exceeded, we can - without need for a special reminder - charge interest at the rate of the respective bank charges and interest for unpaid business loans, i.e. at least 4% above the base rate of the state central bank (Landeszentralbank). Further claims shall be unaffected.

3. Offsetting and retention 

The customer may only offset a counterclaim if it is undisputed or has been legally determined. The customer may only assert his right to retention if it is based on the same contractual relationship and if the counterclaims on which it is based are undisputed or have been legally determined.

4. Delivery

a). In the event of ‘Force Majeure’ disruptions through no fault of our own, labour disputes, lack of energy or raw material, official orders and delays in deliveries from subcontractors, our delivery times will be accordingly extended, insofar as the circumstances are unknown, through no fault of our own, at the time the contract is concluded.
b). Notwithstanding our rights arising from customer default, the delivery times shall be extended by a period of time equivalent to any delay by the customer in performing his obligations arising from this or any other order.

5. Passing of risk

a). The goods are shipped to the customer at his risk and expense, even in the event of a possible return which is not due to a justified application of the warranty. This shall also apply when carriage free delivery has exceptionally been agreed to, as well as when the goods are sent to a customer-designated recipient.
b). In the event of returns, as well as selections, the same shipping type must be used as for sending the goods, since otherwise our transport insurance would not apply. If there is a discrepancy in the shipping type used for returns, the risk of loss or damage to the goods in the event of returns is to always be borne by the customer. Returns of selections are, in addition, only insured if the article is returned before the expiration of the selection period.

6. Selections 

a). Goods that we allow the customer to select from are regarded as contractually transferred to the customer, to the extent that the goods are not returned to us within the time period stated on the attached selection bill.
b). The selection goods are, during the selection period, insured via us from theft. The selection goods are only insured from burglary if they are kept in a safe.
c). If selection goods are used by the customer before the end of the time period stated on the selection bill as display pieces, are kept is travel storage, given to a third party for selection or on commission, or not stored in a safe outside of business hours, then the customer shall, from that point in time, bear all risks, including that of accidental loss. In such an event, the customer must provide sufficient insurance coverage of those goods and, in the event of damage, shall assign to us as security the respective claims against the insurance. We hereby accept the relinquishment. Clause 8. lit. a shall apply.
d). The customer is not authorised to transfer goods we have provided him to a third party for selection or as commission without our express written agreement.
e). In the event of returns, the customer must prove the identity of the returned goods. In addition, for selections, only our terms of delivery and payment apply.

7. Complaints and warranty 

a). The customer must promptly examine the delivered goods and promptly notify us of any apparent defect in writing at the latest within one week after the delivery of the goods to the destination.
b). The assurance of certain qualities must be specified individually and in writing for each individual case.
c). In the event of justified defects, our requirement vis-à-vis the customer is only to, at our choice, rectify the defect or deliver a replacement. In the event of failure to rectify the defect or deliver a replacement, the customer may choose to request a reduction or redhibition.

8. Reservation of title

a). The delivered goods remain our property until full payment of all present and future claims resulting from our business relationship, including all ancillary claims and until all bills of exchange or cheques have been redeemed. This shall also apply when the purchase price for certain goods delivered by us has been paid. In the case of an open account, the aforementioned provision stipulating ownership constitutes security for our balance claim. When we, in the interest of the customer, as exhibitor incur liability of a return or acceptor's bill of exchange, we reserve our ownership until the customer's bills of exchange have been paid in full, or the customer has completely freed us from our liability under a bill.
b). The customer may only sell our reserved goods in proper business transactions. Pledges or the granting of security interests of the reserved goods is not permitted. If the customer resells goods subject to reservation that have not been paid to a third party, he must, in the event of a lending transaction, agree upon ownership reservation with the purchaser.
c). Insofar as a resale of our reserved goods should not be carried out against cash, the customer shall immediately assign to us as security his purchase claim with respect to the purchaser for the amount of our invoice price. We hereby accept the relinquishment. The customer is entitled to collect the claim assigned to us in trust for us if he fulfils his financial obligations towards us in due form. If the customer falls into arrears with payment, we reserve the right to disclose the assignment and demand that the third party pay us. Upon request, the customer shall accord us all documentation and information to collect the claim. If the customer accepts his claims from the resale of our goods in an existing or so-called improper account current relationship with his purchaser, he shall hereby assign to us in advance as security his claims to the final balance which is recognised to be in his favour as well as any surplus present at the cessation of the current account relationship (resulting final balance) to the amount of the prices we have invoiced him for our goods that have been resold.
d). The customer may handle or process our reserved goods in proper business transactions. The handling or processing is performed on our behalf as manufacturer pursuant to section 959 of the German Civil Code (BGB) without us assuming liability. In the event a new item is developed through handling or processing, we acquire ownership of it without further ado. If our reserved goods are processed along with other goods that do not belong to us, we shall acquire co-ownership rights to the new item in the ratio of the invoiced amount of our reserved goods to the invoiced amount of the other goods processed along with them. In the event our reserved goods are processed along with other goods that do not belong to us and the customer becomes owner of the new item, there is agreement that the customer transfer the co-ownership rights to the new item in the ratio of the invoiced amount of our processed reserved goods to the invoiced amount of the other goods processed along with them. The customer is revocably obliged to keep our property as well as our co-owned property safe at no cost. In the event one of the items we have delivered should become, as an essential component of another item, the main item, there is agreement that our co-ownership of the main item shall correspond to the ratio of the invoiced amount of our item as per our invoice, or, in the absence of an invoiced amount, of the current value of the main item. In particular, the main item shall be kept safe for us by our customer with due business care at no cost. In the event our reserved goods are resold on credit after being processed, the customer shall immediately assign to us as security his claim to the purchase price for the amount of our invoiced amount. If our reserved goods were processed along with other goods that do not belong to us, the claim to the purchase price, only for the amount of the invoiced amount of our processed goods, shall be assigned to us in advance. In the event that we, through our terms and conditions, obtain co-ownership of items that are the combination of items we have delivered and other items, the customer shall, in the event he resells the combined items, assign his claim to the purchase price for the amount of our combined item as per our invoice to us in advance. In addition, clause 8. c. shall apply for relinquishment and redemption.
e). The customer must sufficiently insure the reserved goods against theft, robbery, extortion, fire, and water damage to our benefit and at his expense. The customer immediately assigns to us all resulting insurance claims regarding the reserved goods. We hereby accept the relinquishment.
f). In the event of a claim by a third party (i.e. seizure or confiscation) to the goods delivered under ownership rights or the claims assigned to us, the customer shall immediately contradict the claim in respect to our rights. In addition, he shall inform us immediately and in writing of such claims, ceding us all the necessary documents (i.e. copy of seizure records) for us to intervene.
g). The customer shall leave our original labels on the goods until resale or, if he uses his own labels, by means of appropriate markings identify the goods as from our deliveries.
h). In the event of default in payment or any other conduct on the part of the customer contrary to the terms of the contract, we reserve the right to take possession of the reserved goods at the expense of the customer or demand the assignment of the customer's claim for return against a third party. The enforcement of our right to retention of ownership as well as any seizure of our goods by ourselves shall not be considered a withdrawal from the contract unless the German consumer credit law applies. The provisions in clause 10 shall apply for the granting of a credit.
i) We shall release the securities with which we are entitled according to the aforementioned provisions, insofar - up to our choice - as their value exceeds the securable claim by 15%.

9. Rights in the event of deterioration of financial position 

In the event the customer's financial position should deteriorate substantially or protests of bills or compulsory enforcement measures arise after the conclusion of a contract, we are, without prejudice to any other rights, entitled to exercise the following measures: In the event our goods have not yet been delivered, we are entitled to withdraw from these contracts; in the event the customer has not, within a reasonable period of time fixed by us, provided sufficient security or completed his return service, insofar as we have delivered our goods, we can declare immediately due the resulting claims not yet due, including those for which a bill of exchange or cheque has been presented. We shall be entitled to exercise this right if the customer is in arrears with payment of at least 25% of his total liabilities for longer than one month.

10. Credit in the event of returned goods 

Goods definitely returned due to pecuniary difficulties or insolvency of the customer shall result in credit. We reserve the right to reduction, namely due to:
a) The visible condition of the goods at the time of the return (i.e. due to costs resulting from retouching work; due to relabeling costs in the event the original labels have been removed by the customer, damaged during storage, or have become unsightly);
b) Depreciation that has occurred in the time between delivery and return as a consequence of changing styles or technical development;
c) A drop in the bullion or exchange rate compared to the date of the invoice. Applicable is the rate on the day on which the reserved goods have returned to our possession. The customer is free to prove that a reduction is not justifiable, or to a much lesser extent.

11. Copyright 

Our creations, patterns, models, and the like shall be considered our intellectual property and may not be imitated or copied in any other form by the customer, even if no special protective privileges exist in this regard.
Culpable breaches against this shall render the customer liable for damages.

12. Data processing

We reserve the right to process or have processed all data relating to the business relationship with the customer according to the German Federal Data Protection Act (BDSG).

13. Place of fulfilment, court of jurisdiction, applicable law

a). The place of fulfilment for all deliveries and payment is, for both parties, exclusively:
Norderstedt.
b). Court of jurisdiction for all legal disputes with fully qualified merchants for both parties arising from the contract relationship as well as the beginning and effectiveness of the contract, including legal actions relating to bills of exchange or cheques, shall be Norderstedt or, at our choice, the customer's headquarters.
c) The contractual relationship shall exclusively be governed by German law. International sales law is not applicable.