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General Terms and Conditions

 

§ 1 Scope of Application

All deliveries, services, and offers are made exclusively on the basis of the following General Terms and Conditions of Carl Stahl Technical Webbing GmbH (hereinafter referred to as “CSTW”).

Any general terms and conditions or purchasing conditions of the Buyer are hereby expressly rejected. This shall also apply if no explicit objection is raised in an individual case upon conclusion of the contract. Any exceptions shall require our prior written consent.

Our General Terms and Conditions of Sale, Delivery and Payment shall be deemed accepted no later than upon receipt of the goods.

 

§ 2 Offers, Conclusion of Contract, Delivery

  1. All offers made by CSTW are subject to change and non-binding. Orders, prices, and any other agreements shall become binding only upon our written confirmation. Acceptances and purchase orders require written confirmation by CSTW. We reserve the right to reasonable tolerances regarding quantities and weights.
  2. Sales documents accompanying an offer, including drawings, illustrations, technical data, references to standards, dimensions, or weights, shall not constitute guaranteed characteristics or properties unless expressly designated by us in writing as such.
  3. Deliveries shall be made ex works. Agreed delivery dates and delivery periods are non-binding and merely indicate the earliest possible delivery date. We reserve the right to exceed the stated delivery times due to unforeseen events or production disruptions.
  4. We are entitled to make partial deliveries, which may be invoiced separately in individual cases. We are also entitled to deliver quantities exceeding or falling short of the agreed order quantity by up to 10%.
  5. In the case of “call-off orders,” the Buyer shall take delivery of the goods in full within six months unless otherwise agreed. This period shall commence on the date the goods are declared ready for delivery.§

§ 3 Delay, Damages

  1. In the event of force majeure, industrial action, or other operational disruptions beyond our control, the delivery or acceptance period shall be extended by the duration of such disruption plus an additional delivery period of at least three weeks.
  2. If, due to such or similar circumstances, CSTW is unable to fulfill the order within this extended period, either contracting party may withdraw, in whole or in part, from the unperformed portion of the contract without either party being entitled to compensation of any kind.
  3. In the event of delay, the Buyer’s entitlement shall be limited to a maximum of 5% of the price of the deliveries that could not be made due to the delay. Any further claims—particularly claims for damages resulting from production downtime—are excluded. This exclusion shall not apply in cases of gross negligence or intentional misconduct.

§ 4 Prices, Payment Due Dates

  1. Our invoices are due for payment immediately. All prices are quoted net in euros, plus the applicable statutory VAT, and are ex works, ready for shipment. Payment shall be deemed made only when the Seller has unrestricted access to the funds.
  2. Payments shall be applied to the oldest outstanding claims first, including any accrued default interest. In the event of late payment, we shall be entitled to charge default interest at a rate of 5.5 percentage points above the applicable base interest rate per annum. If payment is more than ten (10) days overdue, all outstanding claims shall become immediately due and payable.
  3. If CSTW becomes aware of circumstances that call the Buyer’s creditworthiness into question, or if payment deadlines are not met in particular, all outstanding claims shall become immediately due and payable. The Buyer shall only be entitled to set-off, retain payment, or reduce payment where the counterclaim is undisputed or has been finally established by a court of law.

§ 5 Retention of Title

  1. CSTW shall retain title to all delivered goods until full payment has been received for all claims arising from the business relationship with the Buyer.
  2. Goods subject to retention of title that are processed by the Buyer shall be processed on behalf of the Seller into a new movable item without creating any obligations for the Seller. The new item shall become the property of CSTW. If processing is carried out together with goods not owned by CSTW, CSTW shall acquire co-ownership of the new item in proportion to the value of the retained goods relative to the value of the other goods at the time of processing. In the event of mixing, blending, or combining with goods not owned by CSTW pursuant to Sections 947 and 948 of the German Civil Code (BGB), CSTW shall acquire co-ownership in accordance with the applicable statutory provisions. If the Buyer acquires sole ownership of the new item through such combination or mixing, the Buyer hereby transfers to CSTW a co-ownership share corresponding to the ratio of the value of the retained goods to that of the other goods.
  3. If goods subject to retention of title are resold, whether alone or together with goods not owned by CSTW, the Buyer hereby assigns to us, by way of security, all claims arising from such resale in the amount of the value of the retained goods, together with all ancillary rights and with priority over the remaining balance. If the resold goods are co-owned by the Seller, the assigned claim shall extend to the amount corresponding to the Seller’s ownership share.
  4. The Buyer shall insure the goods at its own expense against fire, water, and theft damage at replacement value. The Buyer hereby assigns to the Seller all claims arising under the relevant insurance policies.
  5. Subject to revocation, the Seller authorizes the Buyer to collect claims assigned to the Seller. The Seller shall refrain from collecting such claims itself as long as the Buyer duly fulfills its payment obligations. Upon request, the Buyer shall disclose the debtors of the assigned claims and notify them of the assignment. The Seller shall also be entitled to notify the debtors directly.
  6. Apart from the foregoing, the Buyer may dispose of the delivered goods only in the ordinary course of business. The Buyer shall not be entitled to pledge the goods or transfer them by way of security. If third parties initiate enforcement measures against the goods subject to retention of title or the assigned claims, the Buyer shall reimburse the Seller for all costs incurred in defending against such measures. The Buyer’s right to resell, process, or collect assigned claims shall cease upon suspension of payments, the opening of insolvency proceedings, or the commencement of out-of-court restructuring proceedings.
  7. To secure the Buyer’s obligations, the Seller shall be entitled to require appropriate collateral. If the value of the collateral exceeds the secured claims by more than twenty percent (20%), the Seller shall, at its discretion, release or reassign the excess collateral.
  8. If, after withdrawing from the contract, we demand the return of goods subject to retention of title and are entitled by law to claim damages in lieu of performance, we may dispose of the returned goods by private sale while giving due consideration to the Buyer’s interests, or alternatively reimburse the Buyer for the ordinary market value of the goods at the time of repossession. The Buyer shall bear all costs associated with repossession and realization of the goods. In the event of a breach of contractual obligations by the Buyer, we shall be entitled to repossess any goods remaining our property. The Buyer shall surrender such goods upon request and bear all resulting costs.
  9. Goods supplied on consignment shall remain our unrestricted property. They may only be disposed of with our prior written consent. Payment shall become due immediately upon resale. Any limitation periods shall commence only after an inventory inspection carried out under our supervision.

§ 6 Notice of Defects

  1. Defects that are identifiable upon proper inspection of the goods upon receipt must be notified to us in writing without undue delay after receipt of the goods. Any other defects must be reported in writing within ten (10) days of their discovery. All claims arising from defects shall become time-barred twelve (12) months after the Buyer has received the goods. Once processing or use of the delivered goods has commenced, any complaint regarding apparent defects shall be excluded, without prejudice to Section 377 of the German Commercial Code (HGB).
  2. Production-related or product-specific tolerances that are technically unavoidable, customary in the trade, or contractually agreed with regard to dimensions, weights, quality, colour, finish, or design shall not constitute defects.
  3. In the event of a notice of defects, we shall be entitled to examine the alleged defect in accordance with the standards applicable to us. If the complaint is justified, we shall have the option either to remedy the defect or to supply replacement goods free from defects. If we fail to remedy the defect or provide replacement goods within more than four (4) weeks, or if two attempts at rectification have failed, or if rectification is impossible, the Buyer shall be entitled to withdraw from the contract or demand an appropriate reduction of the purchase price. Any further warranty or defect claims are excluded. The occurrence of a warranty claim shall not restart the warranty period.

§ 7 Liability and Damages

  1. Any claims for damages by the Buyer, irrespective of the legal basis, in particular claims arising from breaches of contractual obligations, delayed delivery, or tort, are excluded. This exclusion shall not apply to claims under mandatory product liability legislation, cases involving intent or gross negligence, injury to life, body, or health, or the breach of essential contractual obligations (cardinal obligations). In the event of a breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for this type of contract unless the damage results from intent, gross negligence, or injury to life, body, or health.
  2. Where the Buyer is entitled to claims for damages, such claims shall be subject to a limitation period of one (1) year commencing upon expiry of the limitation period applicable to warranty claims. This shall not apply to claims arising under applicable product liability legislation.
  3. In all cases in which the Buyer is liable for damages instead of performance (for example, due to refusal or failure to accept delivery), CSTW shall be entitled to claim liquidated damages amounting to twenty percent (20%) of the purchase price, unless CSTW proves that a higher loss has been incurred. The Buyer shall have no right of retention. However, both parties shall remain entitled to prove that the actual damage suffered was substantially higher, substantially lower, or that no damage was incurred.

§ 8 Place of Performance and Jurisdication

  1. The contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
  2. In commercial transactions with merchants and legal entities under public law, the exclusive place of jurisdiction and place of performance for all disputes arising directly or indirectly from the contractual relationship—including actions relating to bills of exchange or cheques—shall be Heidenheim, irrespective of the amount in dispute. The claimant shall also be entitled to bring proceedings at the registered office of the professional or cartel association having jurisdiction over the Seller in Stuttgart. The court first seized of the matter shall have jurisdiction.

§ 9 Final Provisions

For deliveries to foreign countries, the laws of the Federal Republic of Germany shall apply.

For all present and future claims arising from business relationships with registered merchants (Kaufleute), the court having jurisdiction over the registered office of our company shall have exclusive jurisdiction.

Should any provision or part of these Terms and Conditions of Sale and Payment be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. Any invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose and intent of the original provision.

 

§ 10 Severability Clause

Should any provision of these General Terms and Conditions be wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

The contracting parties undertake to replace the invalid provision with a valid provision that most closely reflects the economic intent and purpose of the invalid provision.

 

Version: 01.07.2026