Legal information

General:

The following Terms and Conditions of Supply and Payment shall apply to all of PREFORM’s supplies and services. Other conditions, e.g. the purchasing conditions of the customer, shall form part of the contract only if expressly acknowledged in writing by PREFORM. Legal provisions shall apply in the event of a dispute.

Quotes/offers:

Unless otherwise agreed, specific written offers issued by PREFORM shall be valid for a period of two (2) months, following which they become non-binding in nature.
It shall be possible to rectify evident mistakes prior to acceptance of the offer.

Prices:

Prices are understood to be in euros and do not include value added tax. In the event that more than four (4) months separate the concluding of the contract and the agreed date of delivery, PREFORM shall be entitled to apply the prices in force at the time of delivery.

Orders; concluding the contract:

The customer is deemed to have accepted these conditions of sale by placing an order. A verbal or written order shall be deemed accepted when it has been acknowledged in writing by
PREFORM. The customer is required to verify any room measurements issued by PREFORM. In the absence of any order acknowledgement, PREFORM’s Terms and Conditions of Supply and Payment shall be deem accepted at the latest with the acceptance of the goods.
If, after issuing the order acknowledgement or invoice, PREFORM is made aware of a substantial deterioration in the customer’s financial circumstances or receives unfavourable information regarding its commercial conduct and method of payment, then PREFORM shall be entitled either to make the performance of the delivery dependent upon a prepayment or other form of security deemed appropriate, or to withdraw from the contract.

Amendments to an order:

Any amendment to an order requires an acknowledgement in writing from PREFORM.
Amendments shall be possible only within eight (8) days of the order acknowledgement being issued and can result in the delivery period being extended. Any costs arising from the amendment of the order shall be chargeable to the customer.

Cancellation, withdrawal:

In the event of cancellation of an order by the customer, PREFORM reserves the right to charge the customer for all and any work undertaken and costs incurred up to that point. It shall not be possible for the customer to cancel an order in the case of goods which have been specially fabricated or purchased.

Delivery period and impairment:

The delivery period, expressed in terms of calendar weeks, shall begin with the dispatch of the acknowledgement of order by PREFORM, but not before clarification of all details of execution of the delivery. It shall be for PREFORM to decide the exact day of delivery within the agreed week of delivery.
Should PREFORM be prevented from fulfilling its obligations by the occurrence of unforeseen events which PREFORM could not avoid – in particular interventions by the authorities, disruptions to operations, industrial disputes or delays in the delivery of essential materials, whether on the premises of PREFORM or those of its suppliers – despite exercising due care as required by the circumstances of the individual case, the delivery period shall be extended in a manner commensurate with the circumstances.
Should the above-mentioned events render delivery or
performance impossible, PREFORM shall be released from its delivery obligations; the customer shall remain bound by the contract and not be entitled to compensatory damages. Should such impediments occur in respect of the customer, analogous legal consequences shall also apply in respect of its obligation to take delivery. The contracting parties shall be obliged to inform each other without delay of any such impairments.
Orders in respect of which a definite delivery period cannot be given (call-up orders) shall be subject to a minimum call-up period of thirty (30) days unless otherwise agreed.
If deliveries, including those arising from framework agreements and call-up orders, are not accepted within the prescribed time limit, PREFORM shall be entitled to put them into storage at the expense of the customer.

Delivery/dispatch:

Delivery of the goods shall take place ex works by road on a carriage-paid basis within the Federal Republic of Germany, and will include any necessary packaging. Export: as a rule ex works by prior agreement. Customer shall ensure that vehicle movements and unloading can proceed unimpeded. PREFORM shall have the discretion, following appropriate notice, to choose alternative forms of dispatch such as part-load consignments or rail freight to the customer’s railway station. If the customer requires particular packaging or a particular form of shipping,
any additional costs involved shall be at the expense of the customer.
The customer shall ensure that deliveries can be effected during normal business hours. Exceptions shall be the subject of prior agreement by the customer and PREFORM.
The customer shall be responsible for transporting the goods to the point of use, unpacking them and putting them in place.
If PREFORM transports and/or puts the goods in place on the customer’s premises, this shall be at the expense of the customer.
The shipping of e.g. accessories and small items below a net value of E 500,00 shall be at the expense of the customer.

Transport risks:

Where the shipping is performed by PREFORM or a freight forwarder contracted by PREFORM, risk shall pass to the customer when it accepts the goods.
The risk of loss of or damage to the goods during the shipping for which neither PREFORM nor the customer is at fault shall be borne by PREFORM or its freight forwarder, but only on condition that the customer brings the nature and extent of the
damage occasioned during the transport to the notice of the freight forwarder by means of the delivery note or consignment note, if possible providing details of its cause. The report shall be countersigned by the freight forwarder.
Where the goods are collected by the customer or its freight forwarder, risk shall pass to the customer when the goods are handed over on the PREFORM premises.

Defects:

PREFORM shall be notified in writing of evident defects or incorrect deliveries within one week. Deviations and tolerances of a technological nature that are customary in the trade in respect of dimensions, shape and unavoidable colour variations due to the nature of the materials (fabric, wood, etc.), shall not be deemed cause for complaint. Slight defects shall not be cause to withhold payment. Minor deviations in the goods in respect of dimensions, colour or design compared to illustrations, patterns or PREFORM sales literature shall not be deemed cause for complaint.
Deviations in colour and texture are attributable to production-related processes and shall not be deemed cause for complaint – particularly in the event of subsequent deliveries.
Where a complaint is justified, PREFORM shall be within its rights to remediate the goods or provide replacements. The customer shall be entitled to a rescission of the contract or reduction in the agreed price only if, when notified of the defect, PREFORM is unable to remediate or replace the goods within a reasonable period of time, or the remediation/replacement does not correct the defect. Goods may be returned only with the prior agreement of PREFORM. Returns occasioned by the customer shall be at the expense of same.

Acceptance of returns:

With the exception of covers defined as patterns, there is no general entitlement to return goods. Custom-made goods and specially procured items cannot be returned.

Warranty:

PREFORM shall assume warranty for a period of 24 months from delivery; this covers all and any defects caused by the materials used, the workmanship or the design. The warranty does not cover natural wear and tear or damage caused by improper treatment or want of care, e.g. mounting in new premises that are not yet dry, storage in humid environments, insufficient protection from strong thermal gain, inappropriate cleaning and use, wilful damage, and alterations by third parties.
The warranty does not cover custom-made goods, where the defect can be traced back to the customer’s specifications.
The liability for claims under the warranty shall apply only if the defect is notified in writing to PREFORM or its agents immediately upon discovery. The defective goods shall be removed from circulation without delay.
Claims under the warranty shall not be entertained if the customer continues to use or disposes of the goods after discovering the defect or after the defect should have been discovered. PREFORM shall not be held accountable for any work carried out by the customer, such as the securing of cupboards to walls,
electrification of office workstations, etc. The warranty does not cover damage caused by the customer or
third parties using force or carrying out inappropriate installation
work, alterations or repairs or improper maintenance.

Patterns and drawings:

PREFORM reserves all proprietary rights and copyrights in illustrations, drawings, sketches, other documents and patterns. They shall immediately be returned on request and may not be passed on to third parties without the agreement of PREFORM.

Sample goods:

Unless otherwise agreed, samples shall be returned within four weeks. Samples not returned within this period shall be deemed
purchased and an invoice raised accordingly. Custom-made samples shall be paid for.

Custom-made goods:

Custom-made goods are goods that are not manufactured in a standard production process and do not appear in price lists. Special colourways produced to match the customer’s colour samples are also deemed custom-made unless otherwise agreed in writing.

Payment:

Unless otherwise agreed in writing, PREFORM’s standard payment terms are 30 days net after date of invoice. Unauthorised deductions of discounts will be charged to the customer.
PREFORM reserves the right to request alternative payment modalities or payments on account / in advance.

Retention of title:

The goods supplied shall remain the property of PREFORM until all claims arising from the business relationship with the customer have been settled. The customer shall be entitled to dispose of the goods in the ordinary course of business provided it meets its obligations in respect of PREFORM in due time. It may, however, neither pledge the supplied goods nor assign title thereto by way of security.
In the event of a default by the customer PREFORM is entitled, following a reminder, to demand the provisional return of the supplied goods at the customer’s expense, without exercising the right of revocation or granting an extension. The customer herewith assigns to PREFORM as security all its claims and rights arising from the sale or rental (where this has been permitted) of the goods to which PREFORM has property rights. PREFORM hereby accepts that assignment.
Any processing of the supplied goods is performed on behalf of PREFORM. If the supplied goods are processed or inextricably combined with products that do not belong to PREFORM, the latter acquires joint title to the new object in proportion to the invoiced value of the supplied products compared with that of the other objects processed or inextricably combined, this being the value at the time of processing or combination.
If goods from PREFORM become an integral part of a mobile object and if that object is considered to be the main item, it is deemed agreed that the customer grants joint ownership to PREFORM to an extent which is proportionate to the value of PREFORM’s property in the new object in so far as the customer is the owner of the main item.
The customer undertakes to care for the property or joint ownership on behalf of PREFORM. The same applies to the item created by the processing or combining as to the goods supplied. The customer undertakes to notify PREFORM without delay of any enforcement orders by third parties relating to the goods supplied and for which assigned claims or other collateral exist, submitting all the documents required for PREFORM to intervene; this is deemed to apply equally to impairments of any kind.
PREFORM undertakes to release the above-mentioned collateral in its favour at the request of the customer to the extent that the recoverable value of the collateral exceeds the receivables by more than 10%.

Place of performance and of jurisdiction:

The place of performance in respect of delivery and payment is the domicile of PREFORM. The place of jurisdiction for all legal disputes arising from the contractual relationship in respect of the validity of this contract shall be exclusively the domicile of PREFORM insofar as the law does not specify otherwise.

Closing remark:

The invalidity or unlawfulness of individual provisions of this contract as deemed by a court of law shall not affect the legal force of the remaining provisions.

Data protection:

PREFORM stores the personal and company related data of its customers in compliance with the provisions of the German Federal Data Protection Act.