General Terms and Conditions
KomfortWerk GmbH
Brand „my-lounge“
B2B

§ 1 General - Scope of application

1.1 Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate We do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

1.2 All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. 

1.3 Our terms and conditions of sale shall only apply to entrepreneurs within the meaning of§ 310 Abs. 1 BGB.

§ 2 Offer - Offer documents

2.1 If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks. Orders shall only become binding upon our written confirmation. Offers are always made without obligation, unless otherwise stated in our confirmation.

2.2 We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties.

§ 3 Samples, product examples and textile samples

3.1 KomfortWerk GmbH is happy to provide product samples free of charge. The samples are usually in the design of the my-lounge brand and represent the requested products. They can be tested for up to two weeks, subject to the best practices list. Unless otherwise agreed in writing, the interested party/customer is responsible for the shipping costs of the samples.

3.2 KomfortWerk GmbH provides printed or dyed textile samples (depending on the request) in sizes up to DIN A6 free of charge for full-scale testing. The shipping costs are borne by the interested party/customer.

3.3 KomfortWerk GmbH provides printed or dyed textile samples (depending on the request) in a size up to DIN A4 at the current equivalent value for full-scale tests. In addition, the interested party/customer bears the shipping costs.

§ 4 Prices - Terms of payment

4.1 Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, which is non-returnable. Price and performance details as well as assurances are binding if they have been given in writing. All prices are in EURO unless otherwise stated. We reserve the right to change our prices accordingly if cost increases (e.g. due to tariff increases or material price increases) occur after conclusion of the contract. We will prove this to the customer on request. 

4.2 The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.

4.3 The deduction of a discount requires a special written agreement.

4.4 Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment immediately. The statutory regulations regarding the consequences of late payment shall apply.

4.5 The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. We are entitled to avert the exercise of the right of retention by providing security.

4.6 If the customer suspends payments, is over-indebted or if composition or bankruptcy proceedings are applied for or if he does not honor due bills of exchange or checks, the total claim including our bill of exchange claims shall become due immediately. The same shall apply in the event of a significant deterioration in the financial circumstances of the customer. In such cases, we shall be entitled to demand advance payment or the provision of sufficient security or to withdraw from the contract.

§ 5 Obligations of the customer to cooperate - Third-party rights

5.1 If the customer provides KomfortWerk GmbH with images or other content, he must ensure that this content does not violate the rights of third parties or other legal norms. KomfortWerk GmbH is not obliged and legally not in a position to check the works (layouts, graphics, texts, etc.) created or acquired by the customer for their compatibility with the applicable law. In particular, KomfortWerk GmbH will not carry out any trademark searches or other collision checks with regard to the works provided by the customer. If the customer issues specific instructions regarding the work to be produced, he is liable for this himself.

5.2 KomfortWerk GmbH reserves the right not to execute an order and to withdraw from the contract if the template, the content or the customer layout obviously pursues racist, xenophobic, violence-glorifying, radical or otherwise anti-constitutional goals, if general ethical values are disregarded or if these are to be classified as immoral for other reasons.

5.3 If a customer commissions the execution of an order which is in conflict with the above paragraphs, we shall be entitled to refuse to execute the order. If we become aware of this infringement after part of the service owed has already been provided, we shall be entitled to refuse further execution of the order and to demand compensation from the customer for the costs already incurred by us in this respect and for the loss of profit.

5.4 KomfortWerk GmbH is in no way responsible to the customer for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the customer.

§ 6 Design of print data - light agency work

6.1 Three design drafts of our products, which correspond to light agency work, are included for each completed production order.

Excluded are e.g: High-quality image editing, image research or photography, multi-layer vectorization, free-hand vectorization, the provision of open files or the handing over of print data before production is completed.

6.2 Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs.

6.3 If the production order does not materialize, a fee will be charged for each half hour or part thereof.

6.4 Unless otherwise agreed in writing, the rights to the design shall pass to the rights holder of the logo used in the design upon completion of the order. The print file (e.g. PDF, JPG or PNG) can be handed over on request.

For an additional charge, the customer is also entitled to receive an editable file (e.g. Word, Indesign, Illustrator or similar)./p>

6.2 The client receives a proof for approval before the start of production. The print data will only be sent to production once this has been confirmed in writing.

§ 7 Design of print data - comprehensive agency work

7.1 Comprehensive agency work includes, for example, high-quality image editing, image research, photography, multi-layer vectorization, free-hand vectorization, copywriting, drawing/painting by hand or digitally.

7.2 The agency services agreed in detail result from an individual contract concluded between KomfortWerk GmbH and the client. For this purpose, the customer first submits a request to KomfortWerk GmbH with a precise description of the services desired. KomfortWerk GmbH will check the customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability, feasibility and consistency and prepare an offer based on the wishes arising from the customer's inquiry.

7.3 Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs.

7.4 The remuneration is the subject of an individual contractual agreement between the parties. In all other respects, the statutory provisions shall apply.

7.5 Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, KomfortWerk GmbH owes the delivery of a print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed service items. For an additional charge, the client is also entitled to receive an editable file (e.g. Word, Indesign, Illustrator or similar).

7.6 The client receives a proof for approval before the start of production. The print data will only be sent to production once this has been confirmed in writing.

§ 8 Delivery time

8.1 The start of the delivery period stated by us presupposes that all technical questions have been clarified. If we specify a delivery period, it shall only be binding if it has been expressly stated as such. A delivery period shall commence on the day on which the contract is concluded if we do not specify a new delivery period within a period of three days. The deadline is met when the goods are ready for dispatch at the factory.

8.2 Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract. 

8.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.

8.4 If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

8.5 We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased to exist.

8.6 We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

8.7 We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage. We shall not be liable for delays which are causally attributable to force majeure, in particular war, mobilization, riot, strike, lockout or other unforeseeable events for which we or our suppliers are not responsible. The delivery period shall be extended accordingly.

8.8 Otherwise, in the event of a delay in delivery, we shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 0.5% of the delivery value, but not more than 5% of the delivery value, in each case in relation to the delayed goods.

8.9 We are entitled to make partial deliveries.

8.10 Further legal claims and rights of the customer remain reserved.

§ 9 Transfer of risk - packaging costs

9.1 Unless otherwise stated in the order confirmation, delivery "ex works" is agreed, insofar as shipment is at the risk and expense of the customer. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer for the period of the delay, but at the latest from notification of readiness for shipment.

9.2 If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 10 Liability for defects

10.1 Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

10.2 The customer shall bear the burden of proof that the item was already defective at the time of transfer of risk. If there is a defect in the purchased item, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

10.3 If the subsequent performance fails, the customer shall first be obliged to set us a reasonable grace period if this is reasonable and we have not refused to rectify the defect or if this is impossible. If this grace period expires without result, the customer shall be entitled to claim a reduction in price. If an agreement on the reduction is not reached, the customer may withdraw from the contract.

10.4 We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

10.5 Minor color deviations from other orders or even within batches cannot be objected to in the production processes.

10.6 Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall be limited to compensation for foreseeable, typically occurring damages, even within the scope of paragraph (3).

10.7 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

10.8 Unless otherwise stipulated above, liability is excluded.

10.9 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. Claims for replacement parts or rectification work shall expire at the end of the period applicable to the original goods.

10.10 The limitation period in the case of a delivery recourse according to § 478, § 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.

§ 11 Total liability

11.1 Any further liability for damages other than that provided for in § 10 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.

11.2 The limitation according to paragraph (1) also applies if the customer demands compensation for useless expenses instead of a claim for damages.

11.3 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 12 Retention of title

12.1 We reserve title to the purchased item until all payments arising from the business relationship with the customer have been received. If the customer acts in breach of contract, in particular in the event of default in payment, dishonor of checks or bills of exchange or in the event of over-indebtedness or if an application for composition or insolvency has been filed, we shall be entitled to take back the goods subject to retention of title. The customer is then obliged to immediately give us possession of the goods and, if necessary, to grant us access to the business and storage premises. If we take back the purchased goods, this shall constitute a withdrawal from the contract. After taking back the purchased goods, we shall be authorized to sell them; the proceeds from the sale shall be set off against the customer's liabilities - less reasonable selling costs.

12.2 The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.

12.3 In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us. The customer is not entitled to pledge the goods or assign them as security.

12.4 The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Any costs incurred as a result shall be borne by the customer.

12.5 The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

12.6 If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.

12.7 The customer also assigns to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property.

12.8 We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

§ 13 Place of jurisdiction - Place of performance

13.1 If the customer is a merchant, Pforzheim is the place of jurisdiction; however, we are also entitled to sue the customer at the court of his place of residence. 

13.2 The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

13.3 Unless otherwise stated in the order confirmation, Pforzheim shall be the place of performance.

October 2024