General terms and conditions

§ 1. General scope

1.1 These general terms and conditions (hereinafter referred to as “Terms and Conditions”) apply to all – including future – offers, contracts, deliveries and services between providers SMART TEXTILE SALES SRLS or SMART TEXTILE SOLUTIONS, ARMIN ANTHOLZER, Heiligenbergerweg 6, 39010 Nalles (BZ) ITALY (hereinafter referred to as “Seller”) and the Buyer (hereinafter referred to as “Customer”) as the exclusive basis of the contract, regardless of whether the order is placed verbally or in writing. By placing the order (order), these are expressly recognized as binding by the seller. Conflicting or deviating provisions of the customer, in particular any purchasing conditions of the customer, are always irrelevant and non-binding for the seller, even if the customer has not expressly contradicted these or the order has been carried out or delivered by the seller without raising an objection to conflicting conditions.

1.2 Verbal additional agreements are not valid. All deviations from these General Terms and Conditions, especially all separate agreements, side agreements or assurances with or from the seller's employees are subject to the suspensive condition that they are approved by an authorized representative of S.T.S. ARMIN ANTHOLZER must be confirmed or approved in writing. ​

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§ 2. Conclusion of contract, subject matter of the contract

2.1 Customer inquiries will be accepted by the seller by telephone and in writing (including email). In this sense, an order form submitted by the customer and provided by the seller to simplify order processing simply represents a request from the customer. The seller is not obliged to act as a result of transmitting a request from the customer, in particular not to make an offer.

2.2 Offers that are referred to by the seller as “order confirmation” or “offer” are generally considered to be non-binding, provided that this is the case Offer does not state otherwise.

2.3 The seller reserves the right to make minor adjustments to the contract that occur as a result of an interim improvement in the state of the art or other progress, even after the contract has been concluded, provided that this does not affect the price owed, the functionality or another essential contractual obligation ( Delivery time, warranty claim, liability). The customer declares his express consent to this with his order.

2.4 ONLINE: The online conditions for our goods are subject to change and non-binding. Our presentation of goods on the Internet does not constitute an offer, but rather a non-binding invitation to the customer to order. Technical and other changes in shape, color or weight remain reserved within reason. The online order merely represents an offer from the seller to the customer to conclude a purchase contract. Confirmation of receipt of the order by email does not constitute acceptance, but only informs the customer that the seller has received his order. Acceptance of an order by telephone does not constitute a binding acceptance by the seller. The order is accepted by dispatching the goods or, in the case of advance payment, by requesting payment via email. The seller is free not to accept online orders. In the event of non-availability or only partial availability of the goods, the customer will be informed. The consideration will be refunded. The contract language is German.

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§ 3. Cost estimate, design drafts

The development and creation of a design draft and/or sample, as well as all changes, are generally subject to a charge and will, as agreed, be invoiced to the customer net under the conditions applicable in the relevant price list plus the respective statutory sales tax, whereby the billing is based on actual expenditure. ​

 

§ 4. Industrial property rights and copyright

4.1 All offers, (cost) calculations, sketches, drawings, visualizations, design drafts, samples or others created by the seller Documents, especially the seller's disclosed know-how, as well as catalogs, brochures, illustrations and the like, remain the exclusive property of the seller and are fully protected by copyright. Even after the goods have been handed over to the customer, the seller is exclusively entitled to all exploitation rights. Reproduction (in whatever form) or transfer of the documents to third parties is not permitted without the prior written consent of the seller. If no contract is concluded, the customer must return all original documents provided and all copies (paper and electronic form) must be destroyed or permanently deleted. All offers from the seller must be kept secret.

4.2 The customer must ensure that the logos, graphics or other documents provided by him can be used by the seller in any form and that this does not infringe any third-party property rights - particularly the shape and appearance of the ordered product. The customer must fully indemnify and hold harmless the seller from all demands and claims asserted by third parties as a result of a violation of industrial property rights, in particular copyright or trademark rights.

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§ 5. Obligations of the customer

5.1 The customer must provide the seller with all information and documents necessary for the execution of the order (especially the required graphics in the specified quality and in the file format required by the seller).

5.2 Furthermore, the customer must check the seller's design drafts and/or samples as quickly as possible for completeness and accuracy - particularly with regard to text, position and graphical reproduction - and either a) immediately announce any requests for changes or b) approve them in writing (email is sufficient). grant. Any typographical or other errors that could already be found in the design and were not complained about by the customer are at the expense of the customer, who as a result cannot derive any claims against the seller (produced goods must still be paid for and accepted in full). ​

 

§ 6. Custom-made/personalized goods

6.1 The customer is obliged to accept custom-made products/personalization; these will not be taken back by the seller. If the customer does not fulfill his acceptance obligation or does not do so in a timely manner, especially after notification of the completion of the custom-made product/personalization, the risk is transferred to the customer immediately upon notification, who will be liable to the seller for all resulting damages, including lost profits and consequential damages and indirect damages as well as (storage) costs are subject to compensation. 6.2 Subsequent changes with regard to the quantity, execution and design of custom-made products / personalization require written confirmation from the seller in order to be valid and are only possible after the order has been placed against full reimbursement of the additional costs incurred.

6.3 A deposit of 50% of the order value must be made when placing the order; The remaining amount of 50% of the order value is then, unless otherwise agreed in writing, to be paid without deduction by bank transfer to the seller's account before delivery of the goods (due date), whereby the final invoice amount is made available to the seller's account in full, irrevocably and for free disposal on the due date unrestricted disposal must be credited.

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§ 7. Delivery, transfer of goods, delivery period, acceptance, subsequent delivery, packaging;

7.1 Unless otherwise agreed in writing in individual cases, the handover and thus the transfer of goods to the customer takes place EXW, ex works (warehouse) of the seller.

7.2 If delivery to another place of performance is agreed, transport or shipping will take place at the customer's expense and risk unless otherwise agreed. In any case, the benefit and risk are transferred to the freight forwarder (post office or other shipping company) at the time the goods are handed over.

7.3 If the handover is delayed due to circumstances for which the customer is not responsible, the goods are deemed to have been accepted upon notification that they are ready for handover or dispatch and the risk is therefore transferred to the customer. The shipping costs depend on the market prices of the logistics companies.

7.4 Partial deliveries and corresponding invoices are permitted. Likewise, deliveries that deviate from the offer in terms of quantity (production-related excess or underdeliveries) up to and including 10% of the agreed delivery quantity and corresponding invoices are permitted. Such partial deliveries or partial services or production-related underdeliveries cannot be rejected by the customer.

7.5 Unless otherwise agreed in writing, delivery periods or service provision periods are always to be viewed as non-binding guidelines and in no case represent binding or guaranteed fixed dates. Even in the case of a binding completion date, the seller is not responsible for delays resulting from a change or extension to the original order or from circumstances that could not have been foreseen by the seller when the contract was concluded.

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7.6 The delivery or service provision period begins at the earliest on the latest of the following times:

a) Date of order confirmation;

b) written approval of the design draft;

c) Date on which the seller has a prior delivery of the The goods receive a deposit, advance payment or other security.

7.7 Compliance with the delivery deadline or service provision period requires both the timely provision of all necessary information and documents (especially the necessary graphics, etc.) as well as the necessary cooperation (particularly timely approval of the design draft). the client in advance. If these requirements are not fully met by the client in a timely manner, the delivery period or service provision period will be extended by the corresponding period.

7.8 Any third-party approvals required for the provision of services (e.g. regarding the use of logos) must be obtained by the customer in good time in advance. If such approvals are not granted or are not granted in a timely manner, the customer is not entitled to withdraw from the contract for this reason to resign.

7.9 If unforeseeable, unavoidable circumstances independent of the will of the party occur, such as all cases of force majeure, which prevent compliance with any agreed delivery deadline, this will in any case be extended by the duration of the effects of these circumstances or, if necessary, by a mutually agreed period of time. These include, in particular, armed conflicts, official interventions and bans, pandemics, unrest, fire disasters, floods, earthquakes, traffic disruptions, transport and customs delays, transport damage, shortage of raw materials but also labor disputes (strikes) and the failure of a key supplier. These aforementioned circumstances also entitle the delivery period to be extended if they occur at the seller's suppliers. If one of the aforementioned circumstances lasts longer than 1 month, the seller and customer will seek an amicable arrangement regarding further processing. If an amicable solution cannot be reached, the seller can withdraw from the contract in whole or in part.

7.10 The customer cannot claim damages or penalties, loss of earnings, loss of profits, consequential damages or indirect damages due to delay or complete failure to deliver or provide services due to slightly negligent behavior on the part of the seller or its employees. There is also no right of withdrawal in such cases.

7.11 If the seller or its employees caused the delay in delivery or service provision through gross negligence, the customer can withdraw from the contract by granting an eight-week grace period.

7.12 A delay in acceptance by the customer entitles the seller to charge the costs incurred for interim storage and any manipulation of the goods ready for delivery.

7.13 Unless otherwise agreed, delivery will be made to the delivery address specified by the buyer (against collection). In individual cases, the seller offers that a product that is initially not available will be sent later if it is available (subsequent delivery). There are no additional shipping costs or cash on delivery fees for subsequent delivery. A delivery is handed over and delivered to the best possible logistics provider for the customer location.

7.14 The sales packaging we sell is included in the exemption system and can therefore be placed in the containers used by it (yellow bag and/or bin for lightweight plastic packaging or waste paper containers for paper, cardboard and cardboard or glass containers for glass). Packaging is chosen so that it fulfills the benefit of delivering the ordered goods to the customer undamaged.

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§ 8. Prices and payment conditions

8.1 All of the seller's prices listed or announced in catalogs, brochures, advertisements, advertising literature, price lists and the like, in particular those in the order confirmation or offer, are understood to be the sales price, which includes: net price ex works plus the respective statutory sales tax, packaging -, customs, insurance or transport costs as well as any other commissioned additional costs. Discount rates, discount periods and the granting of any discounts require a written agreement. Any customs duties, taxes or other fees and charges levied in connection with delivery shall be borne by the customer.

8.2 If delivery is agreed upon, this will be charged separately, as will any transport insurance requested by the customer, but does not generally include unloading, contracts or other additional services. The transport and goods packaging delivered will not be taken back. The customer is responsible for proper disposal.

8.3 All prices are based on the basis that the contractually agreed service can be provided by the seller immediately and without interruption. The agreed price is therefore based on the material, personnel and additional costs that were relevant at the time the offer was submitted. 8.4 If deliveries deviate from the offer in terms of quantity (over or under delivery) of the agreed delivery quantity, the seller will make an aliquot adjustment to the final invoice amount; In this case, the final invoice amount increases or decreases.

8.5 Unless otherwise agreed in writing, the final invoice amount is to be paid from the invoice date (due date) without deductions by bank transfer to the seller's account, whereby the final invoice amount must be credited to the seller's account in full, irrevocably and for free use on the due date.

8.6 In the case of partial billing, the corresponding partial payments are due upon receipt of the respective invoice. This also applies to settlement amounts that arise from subsequent deliveries or other agreements in excess of the original contract sum, regardless of the payment terms agreed for the main delivery.

8.7 If the customer is in default with a payment or other service from this or other transactions with the seller, the seller may, without prejudice to his other rights

a) suspend the fulfillment of its own obligations until such payment(s) or other service(s) have been made and take advantage of a reasonable extension of the delivery period;

b) only carry out other legal transactions with the customer against advance payment.

8.8 In the event of late payment by the customer, the seller is entitled to charge a flat-rate reimbursement for the debt collection costs in the amount of € 80.00 in addition to the default interest of 10% p.a. and the necessary costs of legal enforcement. This does not affect the seller's right to claim any additional damages as well as any additional debt collection costs and other necessary costs for appropriate out-of-court debt collection or collection measures.

8.9 If payment of an invoice is delayed by more than 60 days or if insolvency proceedings are initiated or legally dismissed, the deadline will be lost and all outstanding claims from other orders with the customer will become due for payment immediately, regardless of an agreed payment term. Furthermore, in this case, the seller is entitled to withdraw from the existing contracts - even if they have already been partially fulfilled - unless all outstanding claims are paid within 14 days of the written request. If the seller makes use of these rights, any claims or rights of the customer are excluded. Payments are made in advance, invoice and are therefore subject to their terms and conditions and data protection in payment transactions. Payment method is advance payment, for which you can find the bank details in the order confirmation and/or invoice. After receipt of payment, the seller delivers the goods to the delivery address specified by the customer.

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§ 9. Retention of title

9.1 The seller expressly reserves ownership of the goods delivered or handed over to the customer until the total invoice amount has been paid in full and irrevocably, including any additional fees from the contract (reminder fees, interest, costs). If entry in a register is necessary for this, the seller is entitled to unilaterally have a retention of title to the delivered goods entered in the retention of title register at the customer's registered office or place of residence at any time until all claims have been paid in full at the customer's expense. The customer expressly undertakes to cooperate, if necessary, in registering or maintaining retention of title.

9.2 While the retention of title is maintained, the customer is expressly prohibited from reselling, pledging, transferring as security or otherwise disposing of the goods and services covered by the retention of title and remains without legal effect.

9.3 If and to the extent that the customer resells the reserved goods contrary to the agreement, he hereby assigns his resulting claims from the resale with all ancillary rights from the resale of the reserved goods, even if they have been processed, converted or mixed, to the seller upon conclusion of the sales transaction undertakes to make a corresponding note in its books or on its invoices. Upon request, the customer must inform the seller of the assigned claim and its debtor and provide the seller with all information and documents required for the collection of the claim and notify the third-party debtor of the assignment. In the event of seizure or other claims, the customer is obliged to point out the seller's ownership rights and to inform them immediately.

 

§ 10. Duty to check and warn

The seller has no obligation to check and/or warn the customer that goes beyond the statutory provisions.

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§ 11. Warranty, obligation to check and give notice of complaints

11.1 No warranty claims can be derived from information in catalogs, brochures, advertisements, advertising literature, price lists and the like, as well as from other written or oral statements about the quality characteristics and properties of products and/or services; these are completely non-binding.

11.2 In the event of insignificant, minor deviations from the contractually agreed service item, which in any case includes minor deviations or deviations in execution, warranty claims are excluded. Such unavoidable minor deviations do not constitute a defect.

11.3 Any typographical or other errors that were already evident in the design draft submitted to the customer for approval and were not objected to by the customer are at the expense of the customer, who is therefore not entitled to any warranty claims.

11.4 The warranty for business transactions with consumers within the meaning of the Consumer Protection Act is based exclusively on the legal provisions, which apply without restriction.

11.5 Deviating from point 11.4, the following (points 11.6 to 11.9) is agreed exclusively for business transactions with entrepreneurs:

11.6 The warranty period is limited to 6 (six) months. In accordance with point 7, the warranty period begins with the handover of the goods to the customer (or his representative) or, in the event of non-collection by the customer, with the notification that the order has been completed.

11.7 The goods must be checked immediately after acceptance for completeness, accuracy and freedom from defects. Any defects must be reported in writing without delay, at the latest within 3 working days, with precise information and description of the alleged defects including photos (obligation to inspect and report complaints). If the customer does not fulfill this obligation or does not fulfill it on time, there is no right to a warranty, compensation for damages due to the defect itself or a challenge to the contract due to an error as to whether the item is free of defects. After the defect has been reported in writing (in a timely manner) and the complaint has been received, the seller will check whether it is justified. If the defect complained about is to be recognized in principle, the customer will be informed of this and at the same time informed whether the defect will be remedied by replacement or improvement at the seller's discretion or, in the case of minor defects that cannot be remedied or can only be remedied with disproportionate effort, an appropriate price reduction is made. If the complaint is unjustified, the customer is entitled to compensation for the resulting expenses.

11.8 If the defects claimed by the customer are acknowledged and remedied through improvement, the customer is obliged, after the seller has announced that the improvement has been completed, to check it for errors immediately in accordance with point 11.7 and immediately, at the latest within 3 working days to the seller in writing with precise information and description of the alleged defects including photos, otherwise there will be no claim to warranty, compensation for damages due to the defect itself or contesting the contract due to error as to whether the item is free of defects within the meaning of point 11.7.

11.9 If defects are reported in a timely manner, the customer may only withhold payments to the extent that corresponds to the extent or relationship to the defects that have occurred/alleged.

11.10 Special requests or changes that deviate from the original product, which are submitted by the customer to the seller in writing in order to achieve an optimization tailored to the customer and a preliminary test of the product (fit, wearing comfort, tear resistance, etc.) by the seller is no longer possible is no longer subject to the obligation to give notice of defects and is therefore excluded from the warranty.

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§ 12. Liability, product liability

12.1 Contractual or non-contractual liability of the seller only exists if the seller or a vicarious agent employed by the seller caused the damage intentionally or through gross negligence and is therefore excluded in the case of slightly negligent behavior. This limitation of liability also applies to damages that represent lost profits, indirect damages or consequential damages or that arise from delays in delivery for which the seller is responsible. If the customer is an entrepreneur, the burden of proof for the existence of gross negligence lies with him. This does not affect the seller's liability for personal injury; In this case, the aforementioned limitation of liability does not apply and the seller is liable for any culpable cause.

12.2 If the customer is an entrepreneur, the deadline for asserting claims for damages is limited to one year from the handover of the goods to the customer (or his representative) or, in the event of non-collection by the customer, upon notification of the completion of the order . 12.3 If there is liability according to point 12.1, this liability is limited to the amount of €50,000.00 per order.

12.4 Liability of the seller for breaches of contractual obligations that are attributable to events of force majeure or other circumstances beyond the seller's control (e.g. strikes, pandemics, delivery delays from upstream suppliers, etc.) is excluded.

12.5 Liability towards consumers under the Product Liability Act remains unaffected by the aforementioned liability limitations.

12.6 To the extent that liability is excluded or limited in accordance with points 12.1 to 12.4, this also applies to liability arising from the employees and vicarious agents employed by the seller.

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§ 13. Right of retention

The seller's right of retention remains unaffected in any case. If the seller makes use of this right, any claims for compensation or rights of the customer resulting therefrom, and in any case claims for damages and reimbursement of costs by the customer, are excluded.

 

§ 14. Prohibition of offsetting and retention

The customer is not entitled to set off his own claims against the seller's claims or to withhold his performance unless his claims have been legally established by a court or acknowledged by the seller in writing and without reservation.

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§ 15. Withdrawal from the contract

15.1 Regardless of his other rights, the seller is entitled to withdraw from the contract with the customer with immediate effect if:

a) the provision of the service or the start or continuation of the service is impossible for reasons for which the customer is responsible (e.g. because the design draft is not approved by the customer) or is further delayed despite the setting of a reasonable grace period;

b) justified concerns have arisen regarding the customer's solvency and, at the seller's request, the customer neither makes advance payment within a reasonable period of time nor provides suitable security before delivery; or

c) the extension of the delivery time due to the circumstances listed in point 7.10 amounts to more than half of the originally agreed delivery time, but at least 2 months.

15.2 Withdrawal can also be declared with regard to a still outstanding part of the delivery or service for the reasons stated in point 15.1. 15.3 If insolvency proceedings are opened against the customer's assets or an application to initiate insolvency proceedings is rejected due to insufficient assets, the seller is entitled to withdraw from the contract without setting a grace period.

15.4 Without prejudice to the seller's further claims for damages, including procedural costs, in the event of withdrawal, services or partial services already provided must be invoiced and paid for in accordance with the contract. This also applies if the delivery or service has not yet been accepted by the customer and for advance services provided by the seller. Instead, the seller also has the right to demand the return of items that have already been delivered.

 

§ 16. Delivery of documents

All deliveries of documents (e.g. invoices, order confirmations, etc.) are made by the seller to the address last provided by the customer and are deemed to have been received in this case unless the customer has notified the seller of a change of address in writing. Delivery of an invoice by email is also valid and is deemed to have been sent and accepted upon receipt by the customer via the seller's email address.

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§ 17. Applicable law, place of performance, place of jurisdiction

17.1 These General Terms and Conditions and all contracts concluded in accordance with these Terms and Conditions are subject exclusively to Italian law, excluding the reference norms and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

17.2 For all disputes arising from or in connection with these General Terms and Conditions and/or the contracts concluded in accordance with these Terms and Conditions, the exclusive place of jurisdiction is the competent court for I-39100 Bolzano. The seller reserves the right to file a lawsuit with the court responsible for the customer.

17.3 The place of performance for all contracts regarding delivery and payment is the seller's registered office in I-39010 Nals, Heiligenbergerweg 6. ​

 

§ 18. Data protection and confidentiality

18.1 Data processing by the seller is carried out in accordance with the statutory data protection regulations. In particular, the seller has taken technical and organizational precautions to protect the personal data of the customer or its employees against loss, destruction, access, alteration or distribution by unauthorized third parties.

18.2 The customer undertakes to treat confidential information that becomes known to him as a result of the business relationship confidentially and to keep it secret from third parties and to also pass on this obligation to his employees. Any transfer of data is subject to data protection regulations.

18.3 Personal data from the customer is collected on the one hand if the customer expressly informs the seller of this, and on the other hand data, in particular technical data, is collected automatically when visiting the website. Some of this data is collected to ensure that the website functions correctly. Other data may be used for analysis purposes. Personal data from the customer will be used for the period of purchase on the website and any newsletters if the customer authorizes this to the seller. In principle, the website can be used without having to provide personal information. Further data protection declarations can be found on the seller's website under data protection.

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§ 19. Other provisions

19.1 The business language is German without exception.

19.2 If a provision in these General Terms and Conditions or in the contract is not enforceable, the remaining provisions remain unaffected. Any contractual gaps that arise or already exist as a result must be closed in accordance with the meaning and presumed intention of the contracting parties.

19.3 All orders placed by a customer that are accepted by the seller are subject exclusively to the seller’s terms and conditions. The seller's terms and conditions must be accepted and confirmed by the customer.

Date, signature: _____________________________________________