Terms of Trade
§ 1 Location of fulfilment & place of jurisdiction
Location of all contractual fulfilment and exclusive place of jurisdiction is Hong Kong following the ICC rules of arbitration.
§ 2 Establishing of contract
1. A contract is established after a customer order has been accepted and confirmed by Beautiful Brands.
2. All sales orders specify item, description, quantity, material, colour and fixed price, binding for both parties.
3. Delivery time will only be specified as delivery month; fixed delivery dates will not be accepted.
4. Any deviating purchase conditions of customers are rejected specifically. Such conditions are not binding, even when they have not been individually rejected while signing the contract or when confirming a customer’s order in writing. Any and all purchase conditions of customers will only be binding when accepted in writing separately for each individual contract.
5. The customer in all cases agrees to these Terms of Trade by acceptance of any shipment of goods.
§ 3 Delivery
1. All goods will be delivered out of stock in Hamburg (Germany). The customer pays all cost for packing, handling and shipment. In the case of delivering out of the European Union we shall charge proportionate customs duty.
2. The customer accepts partial deliveries.
3. Shipment is not specially insured, the customer carries the risk of shipment.
4. Should the customer be responsible for delaying acceptance of any delivery, Beautiful Bramds will, after an additional ten (10) days notice have been given, be entitled to either charge an additional fee, terminate the contract or claim compensation.
§ 4 Disruption of deliveries
1. It is agreed to prolong delivery timelines, should delivery be delayed or impossible by reasons beyond Beautiful Brands control (e.g. force majeure, employees, authorities, delays by suppliers, disruption of business for other reasons without Beautiful Brands direct responsibility). Such prolongation will be accepted for the duration of the delay, but for not more than six (6) weeks plus an additionally agreed period of grace for delivery depending on the individual case.
2. After the disruption of delivery has ceased the customer will be asked to accept the delivery. Should the customer deny doing so, Beautiful Brands will be entitled to charge an additional fee, terminate the contract or claim compensation. Execution of this right by Beautiful Brands has to be announced in writing two weeks in advance.
3. The customer has the right to cancel the contract in case Beautiful Brands delays delivery for more than six (6) weeks or is not able to keep the agreed “cure period” (Nachlieferungsfrist). In this case the customer has to notify Beautiful Brands in writing and no later than two weeks before exercising this right.
4. All deliveries depend on correct and timely deliveries by Beautiful Brands suppliers. Beautiful Brands is not obliged to any delivery, should suppliers fail to deliver on time or on quality.
5. Beautiful Brands has no further liability to the customer, unless Beautiful Brands has acted with gross negligence or by purpose. In any case liability is limited to the direct loss. Liability for any indirect losses is specifically excluded.
§ 5 Notification of defects
1. The customer is responsible to check all shipments on arrival and to notify Beautiful Brands within five (5) working days after acceptance of delivery, should defects be found. Notification has to be done in writing. The products will be considered accepted should the customer, in case of notifying Beautiful Brands of any defects, fail to return the shipment within seven (7) days after having been asked to do so. Beautiful Brands will cover cost of shipment should the defects be verified and accepted.
2. Normal or technically unavoidable deviations in quality, fitting, measures, colour, weight or design may not be notified as defects.
3. In case of accepted defects Beautiful Brands is entitled to either fix the defects or deliver non-defective products within thirty (30) days after receipt of the returned shipment.
4. The customer is entitled to cancel the contract or to ask for price reductions, should Beautiful Brands fail to fix the defects or miss the timelines agreed under point 3. Any further liability is excluded, in so far as Beautiful Brands has not acted with gross negligence or purposeful.
5. The customer has to notify Beautiful Brands immediately and in writing, when detecting hidden defects. An exclusion time of three (3) months is agreed. After this period all liability for hidden defects ends.
6. Any promise on quality or product characteristics is only valid when confirmed by Beautiful Brands in writing.
7. Returned shipments will not be accepted, if the customer has not notified the shipment being defective according as to 1.
8. Returned shipments will only be accepted, if all goods are in original condition, including packing and labelling. The defective shipment has to be notified as to 1.
§ 6 Payments
1. Invoices are due:
a) Within ten (10) days from the date of invoice for Trader with 2% deduction when paid in advance, via cash on delivery or debit note.
b) Within thirty (30) days from the date of invoice without any deductions.
2. Payments have to be made directly to Beautiful Brands. Our sales representatives are not entitled to receive any payments.
3. Cheques and credit cards are not accepted.
4. All payments will be used to settle the oldest debts and the related interests first. Beautiful Brands will not follow any deviating orders of the customer.
5. Payments later than thirty (30) days will be without further notice subject to charging debt interest. Interest rates are agreed to be 8% above the discount rate of the Federal Bank of Germany (according to § 287 BGB), but at least as high as the current debt interest rate of Beautiful Brands bank. Interests will be charged from day thirty-one (31) after the date of invoice. Beautiful Brands will not deliver to any further orders or complete outstanding partial orders of existing contracts, unless all open invoices including reminder fees and interests, are settled.
6. Beautiful Brands is entitled to request immediate settlement of all open invoices should the customer fail to meet the payment schedule or should Beautiful Brands gain knowledge of significant worsening of the customers’ financial situation. In such situation Beautiful Brands will be entitled to ask advance payment before shipment of outstanding deliveries.
7. The customer may balance current debts with outstanding payments of Beautiful Brands only, if these outstanding payments have been accepted by Beautiful Brands in writing or if they have been legally confirmed. The same is agreed for the customer holding back payment of open invoices.
§ 7 Maintenance of ownership
1. All delivered goods are fully owned by Beautiful Brands until full and final settlement of open invoices. Nevertheless the customer is entitled to re-sell the goods within the frame of his/her normal conduct of business. All pledge or cautionary transfer of property to the benefit of any third party is strictly excluded without Beautiful Brands written consent given in advance. In case of seizure by a third party the customer has to inform Beautiful Brands immediately and with no undue delay. The notification shall contain: address of creditor, amount of debt, list of confiscated items, date of planned auction, name and address of responsible bailiff.
2. Beautiful Brands is entitled to reclaim the goods or take them away, should the customer delay the settlement of invoices unduly. Beautiful Brands not exercising this right does not imply a resolution of the contract.
§ 8 Deviating agreements
1. Any deviations from the Terms of Trade as stated above will only be valid and binding for Beautiful Brands, if confirmed in writing. There is no exception and no substitute for a written confirmation.
2. The same is agreed for any commitments made by Beautiful Brands sales representatives. The sales representatives are specifically not empowered to formally accept notifications of defects, to agree delivery timings, to negotiate prolongations of payment schedules or enter any similar commitments.
§ 9 Data processing/ General Data Protection Regulation (GDPR)
1. The buyer agrees that Beautiful Brands processes customer data received in connection with the business relationship in compliance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG) for the fulfilment of own business purposes; in particular to store or to transmit necessary information to a credit protection organization, if this is done within the scope of the purpose of the contract or is necessary to protect the legitimate interests of Beautiful Brands and there is no reason to assume that the legitimate interest of the buyer in the exclusion of the processing, in particular the transmission, of this data prevails.
§ 10 Settlement of disagreements
1. Ordinary courts will settle any disagreements from this contract.
2. All disagreements with international customers will exclusively governed by the law of the Federal Republic of Germany. Application of the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded.
3. Current or future, total or partial ineffectiveness of single determinations in these Terms of Trade do not affect the efficiency of all remaining determinations.
4. Both parties agree upfront to replace determinations that are or have become ineffective by determinations serving the same economic purpose.
5. In addition to these Terms of Trade, and if no other determinations are in place, the “Einheitsbedingungen der deutschen Bekleidungsindustrie” will be agreed effective.