These General Terms and Conditions have been translated into English to make them easier to understand. Only the German version is legally binding. In the event of deviations or ambiguities, only the German version is authoritative.

1. scope of application

1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts for the development and production of products made of textile and non-textile components of all kinds between Smart Textiles Hub GmbH (hereinafter “Contractor”) and the Client, in particular also for flat and circular knitwear for use in the fields of medicine, sport and fitness, health and well-being, occupational safety as well as technical textiles of all kinds and fashion.

1.2 The GTC shall apply exclusively. Conflicting or deviating terms and conditions of the Client shall not be recognized unless the Contractor has expressly agreed to their validity in writing.

1.3 These GTC apply both to consumers and to entrepreneurs, legal entities under public law, private and public foundations and special funds under public law.

2 Contractual partner and conclusion of contract

2.1 The contract is concluded when we accept an order, either by written confirmation, by sending an order confirmation (OC) or by providing the agreed service. Verbal agreements may also constitute a contract, provided that we execute the order or contract. An offer made by the contractor is subject to change and non-binding unless it is expressly designated as binding.

2.2 The Client shall be bound by its order until the Contractor accepts the order either by sending an order confirmation or by delivering the goods or expressly rejects the acceptance. If the Contractor does not respond within 10 calendar days of receipt of the order, the Client shall no longer be bound.

2.3 All contracts for the development and manufacture of products constitute contracts for work and services within the meaning of Section 631 of the German Civil Code (BGB), whereby in particular projects within the scope of research and development contracts and innovative textile developments can also be agreed.

3. definition of service forms, service phases and subject matter of the contract

3.1 Forms of services: The services offered by the Contractor include in particular

3.1.1 Complete product development including design, sampling and production

3.1.2 Patterning and production according to the client’s specified design concepts

3.1.3 Sampling and production as pure manufacturing services according to the client’s complete specifications

3.1.4 Pure design, development and research services for which no series production takes place.

3.2 Service phases: If agreed, the services shall be provided in the following phases:

3.2.1 Pre-project phase:

• Customer inquiry, project description, detailed coordination, quotation calculation and preparation of a specification sheet and requirements specification
• Acceptance of the offer by the client or, if necessary, reworking of the project documents

3.2.2 Development and design phase:

• Development of design concepts based on the client’s specifications
• Selection of suitable materials (yarns and fibers) taking into account the desired properties and ordering small quantities of the materials for sampling purposes
• Creation of design sketches and technical drawings as required
• Coordination and adaptation of the design according to customer requirements
• Creation of a detailed specification including material selection and quantities
• Cost calculation after completion of the design planning for all costs foreseeable to date

3.2.3 Sampling or prototype phase:

• Production of one or more prototypes based on the approved design
• Review of technical feasibility and adaptation if necessary
• Consideration of subject-specific requirements, such as cabling for smart textiles
• Submission of the prototype for testing and approval by the client
• If necessary, adjustment after feedback from the client
• Finalization of the production specifications

3.2.4 Production phase:

• Ordering the necessary raw materials if required
• Production of knitwear according to the agreed specifications
• Quality control
• Packaging and delivery
• In the case of research-related or pure development projects, only the final documentation of the results takes place instead of a production phase.

3.3 Subject matter of the contract: The exact scope of services, including the service phases to be completed, shall be specified in the respective individual contract.

4 Obligations of the client to cooperate

4.1 The client is obliged to provide all information, documents and materials required for the provision of services in good time, including at the pre-project stage.

4.2 In particular, the client has the following obligations to cooperate:

4.2.1 Provision of precise requirements and design specifications

4.2.2 Timely review and approval of designs, prototypes and other work results

4.2.3 Prompt decisions in the event of necessary changes or adjustments

4.2.4 Active participation as early as the pre-project phase to develop the project description and calculation

4.3 Delays due to a lack of cooperation on the part of the client shall lead to a corresponding extension of the delivery and completion deadlines.

4.4 The Contractor may set the Client a reasonable deadline for the fulfillment of its obligations to cooperate. If the deadline expires without result, the Contractor may terminate the contract.

5. acceptance and delivery

5.1 Acceptance shall take place in stages in accordance with the agreed service phases:

5.1.1 Acceptance of the development and design phase through written approval of the design drafts

5.1.2 Acceptance of the sampling or prototype phase through written approval of the prototypes

5.1.3 Acceptance of the preliminary project phase, insofar as partial results have been defined for this purpose

5.1.4 Final acceptance of the knitwear produced or final acceptance in the case of pure development services

5.2 Acceptance shall be deemed to have taken place if the client does not refuse acceptance within 14 days of being requested to do so, stating at least one defect.

5.3 Upon acceptance, the client recognizes the service as essentially in accordance with the contract.

5.4 Partial acceptances are permissible if they have been contractually agreed or are necessary due to the nature of the matter.

5.5 The work results shall be delivered or handed over in accordance with the conditions agreed in the individual contract. Unless otherwise agreed, delivery shall be ex works.

6 Prices and terms of payment

6.1 All prices are subject to statutory value added tax.

6.2 Unless otherwise agreed, the following terms of payment shall apply:
a) 30% down payment when placing the order
b) 30% after acceptance of the sampling or prototype phase
c) 40% after delivery or final approval of the entire service

6.3 Invoices are payable without deduction within 10 days of receipt.

6.4 In the event of default in payment, the Contractor shall be entitled to demand default interest at the statutory rate. The assertion of further damages caused by default remains reserved.

6.5 Different payment modalities may be agreed for pure development or research projects.

6.6 Additional services that are not included in the original scope of services shall be invoiced separately.

7. rights of retention

7.1 The Contractor shall retain title to all delivered goods and work results until all claims arising from the business relationship have been paid in full.

7.2 If the Client is in default of payment, the Contractor shall be entitled to refuse to provide further services until all due claims have been settled.

7.3 In the event of a significant delay in payment, the Contractor shall be entitled to demand the return of drafts, prototypes or partial deliveries that have already been handed over.

8. rights of set-off

8.1 The client may only offset undisputed or legally established claims.

8.2 The client shall only have a right of retention to the extent that its counterclaim is based on the same contractual relationship.

9. copyrights and other intellectual property rights

9.1 All copyrighted works created within the scope of the contractual relationship, in particular design drafts, samples, prototypes and other creative work results, shall remain the property of the Contractor, unless expressly agreed otherwise.

9.2 Upon full payment of the agreed remuneration, the Contractor shall grant the Client a simple, temporally and geographically unrestricted right of use to the contractual designs and products. This granting of rights does not include the underlying source data, such as in particular program files, editing data or development files. These shall remain the property of the contractor unless their transfer is expressly agreed in writing.

9.3 If agreed, the Contractor shall also grant the Client the right to edit, reproduce and use the work results internally; any disclosure to third parties shall require separate written consent.

9.4 The transfer of exclusive rights of use or further rights requires a separate written agreement and additional remuneration.

9.5 The Client guarantees that all templates, designs or specifications provided by it are free of third-party rights. It shall indemnify the Contractor against all third-party claims due to infringements of property rights.

9.6 The Contractor shall be entitled to refer to its authorship in an appropriate form, unless expressly agreed otherwise.

10 Warranty and warranty rights

10.1 The Contractor warrants that the services provided by it – whether development, prototyping or production – comply with the contractually agreed specifications and are free from defects.

10.2 The warranty period is 6 months from acceptance, unless longer periods are prescribed by law.

10.3 In the event of justified notices of defects, the Contractor shall initially have the right to subsequent performance through rectification or new production at its discretion.

10.4 If the subsequent performance fails, the client may, at its discretion, demand a reduction in the remuneration (reduction) or rescission of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the client shall not be entitled to withdraw from the contract.

10.5 Special warranty provisions may be agreed for research-related or pure development projects.

10.6 Obvious defects must be reported in writing immediately upon receipt of the service. Hidden defects must be reported immediately after their discovery.

11. inspection and complaint obligations according to §377 HGB

11.1 If the client is a merchant within the meaning of the German Commercial Code (HGB), the special provisions of § 377 HGB shall apply.

11.2 The Client must inspect the delivered knitted goods or work results immediately after delivery, insofar as this is feasible in the ordinary course of business, and, if a defect is found, notify the Contractor immediately.

11.3 If the client fails to notify us, the goods or the work result shall be deemed approved, unless the defect was not recognizable during the inspection.

11.4 If such a defect becomes apparent at a later date, notification must be made immediately after discovery; otherwise the service shall be deemed approved in respect of this defect.

11.5 If also applicable to pure development and research services, the inspection and complaint obligations shall apply accordingly if the client is acting as a merchant.

11.6 The timely dispatch of the notification is sufficient to preserve the rights of the client.

12. liability

12.1 The Contractor shall be liable without limitation for damages resulting from injury to life, limb or health that are based on an intentional or grossly negligent breach of duty.

12.2 Otherwise, the Contractor shall only be liable for intent and gross negligence and for breach of material contractual obligations.

12.3 In the event of a slightly negligent breach of material contractual obligations, liability shall be limited to the foreseeable damage typical of the contract.

12.4 The above limitations of liability shall also apply in favor of the Contractor’s legal representatives and vicarious agents.

12.5 These liability provisions shall apply mutatis mutandis to damages arising specifically in the context of innovative development or research projects.

13. confidentiality

13.1 The contracting parties undertake to treat as confidential all confidential information obtained in the course of the contractual relationship, in particular business and trade secrets, technical know-how as well as designs, specifications and project data.

13.2 This obligation shall survive the termination of the contractual relationship.

13.3 Information that is generally known or becomes generally known through no fault of the receiving party is exempt from the confidentiality obligation.

14. termination

14.1 The Client may terminate the contract in accordance with Section 649 BGB at any time until completion of the work. In this case, the Contractor shall be entitled to the agreed remuneration, taking into account what it saves in expenses as a result of the termination of the contract or what it acquires or does not acquire through other use of its labor.

14.2 In the event of termination after completion of the development and design phase, the Contractor shall be entitled to full remuneration for this phase, irrespective of any savings.

14.3 In the event of termination after completion of the sampling or prototype phase, the Contractor shall be entitled to full remuneration for the service phases rendered up to that point.

14.4 The Contractor reserves the right to claim additional costs in the event of termination after completion of individual service phases, in particular the development and design phase and the sampling and prototype phase, as these services often only lead to commercial success during the production phase.

14.5 In the case of projects that serve exclusively to research or develop innovative textiles, different termination provisions may be agreed individually.

14.6 The right to extraordinary termination for good cause remains unaffected. In the event of termination for good cause, the Contractor shall only be entitled to remuneration for its previous performance.

14.7Any termination must be in writing.

15. final provisions

15.1 The place of performance for all obligations arising from the contractual relationship shall be the Contractor’s registered office.

15.2 The place of jurisdiction for all disputes arising from the contractual relationship is, as far as legally permissible, the Contractor’s registered office.

15.3 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

15.4 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the invalid provision.

15.6 Amendments and supplements to the contract must be made in writing. This also applies to changes to the written form requirement.