(Conditions for the trade in raw, jet-dyed and finished – dyed, bleached, gassed, etc. – yarns and twisted yarns made of natural and man-made fibres. Manufacturing worsted yarns, multiple twisted yarns for the manufacture of vehicle tyres, jute yarns and yarns made up for retail sale are excluded).
– The German Yarn Contract shall apply exclusively between merchants –
The following General Terms and Conditions of the German Yarn Contract shall apply exclusively to all deliveries and services of the Seller. The Seller does not recognise the Buyer's general terms and conditions unless the Seller has expressly agreed to their validity in writing. This shall also apply if the Seller performs the service without reservation in the knowledge of conflicting or deviating terms and conditions.
Part 1– Terms of delivery and payment
1. Price
The prices apply ex spinning mill, and by agreement for rail shipments also ex dispatch station. They are quoted per kilogramme of yarn. The calculation of the core tare is based on special agreements.
2. Terms of payment
The invoice shall be issued on the day of delivery or provision of the goods.
Invoices are payable
- within 30 days of the invoice date with a 2 % discount
- net from the 31st to the 60th day from the invoice date.
In the event of payment before the 30th day from the invoice date, in addition to a 2 % discount, interest shall be granted from the payment date to the 30th day at a rate of 4 percentage points above the respective base interest rate from the amount reduced by the discount. If payment is made between the 30th and 60th day from the invoice date, no discount shall be granted, but only interest at a rate of 4 percentage points above the respective base rate from the payment date to the 60th day.
Instead of the above regulation, settlement can be made as follows:
- Settlement in the middle expiry, if the summary of the invoices does not exceed the period of 30 days, with 2 % discount.
- Decade regulation
| Invoices from | to be paid with 2 % discount on | to be paid net on |
| 1st - 10th of a month | 5th of the next month | 5th of the month after next |
| 11th - 20th of a month | 15th of the next month | 15th of the month after next |
| 21st - Ultimo | 25th of the next month | 25th of the month after next |
Advance interest is not granted in the case of mid-default and decade settlement. Default occurs from the 61st day in accordance with § 286 Para. 2 No. 1 BGB. For payments after the due date, interest on arrears shall be charged at a rate of 9 percentage points above the base interest rate within the meaning of Section 247 (1) BGB. Otherwise, § 288 BGB shall apply.
Payments shall always be used to settle the oldest due debt items plus the default interest accrued thereon.
The payment date for compliance with the payment deadline shall be the day on which the Buyer or its paying agent has demonstrably cleared the payment to the Seller.
Payment must be made in cash or by bank transfer. Cheques drawn on bank accounts shall be credited upon receipt, bankable bills of exchange shall be credited with interest deducted at the respective base interest rate – if discounting is possible at the Bundesbank – otherwise at the respective usual bank discount subject to receipt. Discount and charges shall be borne by the buyer.
Bills of exchange for secondary seats are not accepted as payment. Promissory notes are generally not considered cash payments. The seller reserves the right to decide whether to accept promissory notes and whether to grant a discount on accepted promissory notes.
Offsetting against and retention of due invoice amounts is only permitted in the case of undisputed or legally established claims, provided that these are not claims for damages that are closely related to the Buyer's claim for defect-free fulfilment of the contract. This shall also apply in the event of the seller's suspension of payments. Other deductions (e.g. postage and bank charges) are not permitted.
The Seller shall not be obliged to make any further deliveries before full payment of invoice amounts due, including calculated and dunned default interest. The Seller shall declare that the yarns are ready for dispatch by sending the invoice. In the event of imminent insolvency or other subsequent significant deterioration in the Buyer's financial circumstances, the Seller may, after setting a reasonable grace period for outstanding deliveries based on the same legal relationship, refuse to fulfil its obligations or withdraw from the contract or claim damages. This shall also apply if the buyer does not immediately dispel objectively justified doubts about his inability to pay or creditworthiness. Otherwise, § 321 BGB applies, § 119 InsO remains unaffected.
3. Packaging
The costs for packaging material shall be charged at a flat rate per kg of yarn. The packaging cost rate must be agreed for special packaging requested by the customer. Reusable logistics aids (e.g. reusable pallets or reusable intermediate layers) shall remain the property of the seller; they shall be charged by the seller if they are not returned in a functional condition within two months.
4. Delivery and acceptance obligation
If a delivery period has not been stipulated upon conclusion of a transaction, the goods shall be deemed to be promptly deliverable, i.e. fulfilment may be demanded after expiry of a reasonable period of time necessary for the production of the yarn and may be effected at any time.
If delivery in instalments within a certain period has been agreed, delivery and acceptance shall take place in approximately equal monthly quantities, unless otherwise agreed. If delivery in instalments has been agreed without specifying a final date, delivery and acceptance shall take place within six months from the date of conclusion of the contract in approximately equal monthly quantities, unless the contracting parties have agreed otherwise. The same shall apply in the case of purchase on call.
In the case of delivery of yarns, technically unavoidable deviations in quantity, which may not exceed the following tolerances, are permissible and may not be objected to:
For carded yarns, semi-worsted yarns and corresponding rotor yarns up to ± 5 % for an order quantity of 1000 kg and above that up to ± 10 % for an order quantity of less than 1000 kg.
For tufting yarns, the number of packages may deviate by up to + 1.5 % from the specified number of packages. Exceeding numbers of bobbins can be supplied as additional bobbins. A tolerance of ± 3 % is permitted with regard to the bobbin running length for tufting yarns.
For other yarns up to ± 5 % for raw yarns, up to ± 10 % for bleached, coloured and special yarns of the quantity to be delivered.
The seller's obligation to deliver shall be deemed to have been fulfilled if he makes the yarn available to the Buyer ex spinning mill or ex warehouse on the last day of the delivery period at the latest.
If two or more contracts exist, the seller shall be entitled to deliver the oldest contract in full first.
If the seller has not fulfilled his delivery obligations or the buyer has not fulfilled his acceptance obligation, a grace period of 4 weeks must first be granted. If this period expires without result, the provisions of civil and commercial law shall apply.
5. Spinning division
The buyer is obliged to provide the spinning division in good time. In the case of contracts with open number and type filling, the seller may claim a division period of four weeks and in the case of contracts with colour-spun yarns a division period of six weeks before the beginning of the delivery month.
If the buyer remains in arrears with the spinning division beyond the prescribed period after being requested to do so twice and if he also fails to observe a grace period of four weeks set by the seller, the seller shall be entitled to make and invoice the delivery in question at his reasonable discretion.
6. Despatch
Notwithstanding any agreement made under Clause 1, dispatch and delivery shall be for the account and at the risk of the Buyer.
7. Place of fulfilment and jurisdiction
The place of fulfilment for the services arising from the contract is generally the registered office of the seller's company. Another domestic place of production may also be agreed as the place of fulfilment for the delivery.
The exclusive place of jurisdiction for all disputes between buyer and seller – including actions on bills of exchange and cheques – is the local or regional court in whose district the registered office of the seller's company is located. However, the Seller shall also be entitled to bring an action before the local or regional court responsible for the registered office of its trade association (Deutscher Garnkontrakt e.V., Frankfurt am Main). The court first seised shall have jurisdiction.
8. Defects
Complaints about the gross weight must be made within three business days of arrival of the yarn at the place of destination at the latest.
Complaints about defects in the yarn (material defects) can only be made within two weeks of arrival at the place of destination, and only if processing of the yarn has not yet begun. Hidden defects must be reported immediately after their discovery. If the complaint is not made in due time, the goods shall be deemed approved.
Minor, technically unavoidable deviations in the quality, colour or finish of the yarns supplied do not constitute a material defect. This also applies to customary deviations. No liability is accepted for defects in the goods produced from the yarn that are caused by improper processing and treatment of the yarn. In the case of fancy yarns and twisted yarns, the right to technically unavoidable deviations in yarn loss is reserved. Yarns may change their technical properties during the storage period (ageing). In this case, the buyer must be informed of this by the supplier upon conclusion of the contract. Technical or chemical changes caused by ageing are therefore not a defect.
If the Buyer has prescribed certain raw materials, certain dyestuffs, certain dyeing processes or certain finishing processes to the Seller for the processing of the order without the possibility of an alternative, the Seller shall only be liable for defects resulting from defects in the raw material, the dyestuff used and the finishing which were not detected despite proper incoming goods inspection to the extent that a guarantee is given by the fibre or dyestuff supplier or the finisher. The seller agrees with the buyer if an order is covered by the aforementioned provisions. In the event of damage, he shall assign any warranty claims he may have against upstream suppliers or finishers to the Buyer.
Obvious defects shall entitle the Seller either to rectify the defect once or to deliver defect-free replacement goods within a reasonable period of time for the Seller and the Buyer from the date on which the Seller recognises the asserted complaint. The Seller shall examine the complaint without delay and decide on the return of the defective goods without delay. Until then, the Buyer shall store the goods free of charge for the Seller. In the event of failed rectification or defective replacement delivery, the Buyer shall have the right to reduce the purchase price or withdraw from the contract, unless Section 10 (2) and (3) apply.
In the case of hidden defects, the buyer is entitled to a reduction in the purchase price of the delivered yarns contained in the defective goods produced from them. For the part of the delivered yarns that has not yet been processed, the buyer is entitled to rectification or a one-off replacement delivery within a reasonable period for the seller and buyer. If this is unreasonable for the buyer or if the repair or replacement delivery has failed, the buyer has the right to reduce the purchase price or to withdraw from the contract, unless clause 10 (2) and (3) applies.
In the event of slight negligence, compensation for any further damage attributable to the defectiveness of the delivered goods shall be limited to twice the value of the yarn value of the affected delivery or partial delivery. In cases of slight negligence, compensation is excluded if the damage is not typical of the contract and was not foreseeable by the seller when the contract was concluded. In cases of wilful intent, gross negligence or culpable injury to life, limb or health, the statutory provisions shall apply. The Product Liability Act applies without restriction.
9. Operational disruption
Force majeure, industrial action through no fault of the Seller, official measures at home and abroad through no fault of the Seller, power failure through no fault of the Seller and unforeseeable, serious operational disruptions and restrictions at the Seller through no fault of the Seller, including those which are attributable to an impairment of the agreed supply of raw materials or other cases of force majeure and which have lasted or are expected to last longer than one week, shall entitle the Seller to postpone the delivery dates accordingly.
However, the prerequisite for this is that the seller has previously made all reasonable efforts and arrangements to minimise or remedy the consequences of the delivery disruptions. If delivery is delayed by more than three months due to the aforementioned circumstances, both contracting parties shall be entitled to withdraw from the contract. In cases of force majeure or operational disruptions described in paragraph 1 through no fault of our own, claims for damages are excluded.
As soon as an impediment to delivery of the type mentioned is clearly recognisable, the buyer must be informed of this immediately.
10. Compensation for damages
Claims for damages are excluded unless otherwise stipulated in these terms and conditions.
The exclusion in clause 1 shall not apply if liability exists under the Product Liability Act, in the event of intent, gross negligence on the part of owners, legal representatives and executives, in the event of fraudulent intent, non-compliance with an assumed guarantee, in the event of culpable injury to life, limb or health or in the event of culpable breach of material contractual obligations. Material contractual obligations are those whose fulfilment characterises the contract and on which the buyer may rely. However, a claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another case referred to in paragraph 2 sentence 1 exists.
A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.
11. Arbitration clause
All disputes of a factual or legal nature shall be decided by a court of arbitration, which shall be governed by the Rules of Arbitration of the German Yarn Contract (Part 3) is decisive, or the ordinary court.
The prerequisite for recourse to arbitration is that both parties agree to the arbitration proceedings being conducted.
It is no longer possible to switch between arbitration proceedings and the ordinary court once the respective proceedings have been initiated.
Part 2 – Technical principles
1. Commercial weight
Unless otherwise agreed, the relevant German or European standards (DIN or EN) shall apply to the commercial weight.
In the case of yarns and twisted yarns, the moisture surcharges prescribed in the Textile Labelling Act (TKG) shall apply for the respective fibre types in the version valid at the time of conclusion of the contract. In addition, the EU Textile Labelling Regulation of 27.9.2011 (OJ EU L 272/1 of 18.10.2011) applies.
For yarns and twisted yarns made from fibres that are not listed in the Textile Labelling Act, the moisture surcharge shall be agreed between the contracting parties.
In the case of blended yarns and twisted yarns, the moisture surcharge shall be calculated on the basis of the percentages applicable to the unblended yarns according to the proportion of each fibre in the blend. The percentages determined in this way are rounded up to 0.5 %. Otherwise, the German or European standards (DIN or EN) applicable for determining the commercial weight shall be deemed to have been agreed.
In the case of a moisture content of more than 8.5 %, the permissible tolerance is ± 1.0 %
± 0.5 % for a moisture content of 8.5 % and below
If these tolerances are exceeded or undercut, the remuneration shall be calculated on the basis of the permissible moisture surcharges on both sides.
Excluded from inclusion in this average calculation are the results of those packaging units whose contents exceed the permissible moisture allowance by a quarter, but at least by 1% in absolute terms. The relevant German or European standards (DIN or EN) shall be deemed to have been agreed for determining the actual moisture allowance. The Seller shall have the right to demand the determination, whereby the involvement of third parties shall also be deemed agreed (e.g. officially recognised testing office).
Packaging units that exceed the above-mentioned tolerance of the permissible moisture allowance are to be regarded as undeliverable and can be made available by the Buyer against reimbursement of the expenses incurred. The Seller shall be entitled to make a replacement delivery within a reasonable period for him and the Buyer from the date of return of the rejected packaging units. This replacement delivery is only permitted once.
2. Commercial number (commercial unit)
a) Determination of the commercial number (commercial count): The metric yarn numbering is decisive for determining the commercial number (commercial count) of all yarns and twisted yarns. At the buyer's request, the fineness according to dtex can also be used. Otherwise, the relevant German or European standards (DIN or EN) shall apply.
b) Run length: The run length of the yarn is deemed to be fulfilled if it is made from the same commercial number (commercial count) of the single yarn. Gassed yarns and twisted yarns are traded according to the final trade number (final trade count). Changes in the running length due to further finishing of yarns and twisted yarns are at the expense of the buyer. In the case of twisted yarns, the deviations apply to the commercial number (commercial count) of the single yarn.
c) Yarn count (count fineness) tolerance: Technically unavoidable yarn count deviations, but no more than the tolerance rates specified below, are permissible:
ca) For carded yarns and corresponding rotor yarns
up to and including Nm 5 (2000 dtex and higher) ± 8 %
above Nm 5 up to and including Nm 7 (below 2000 dtex up to 1450 dtex) ± 7 %
above Nm 7 up to and including Nm 10 (below 1450 dtex up to 1000 dtex) ± 6 %
above Nm 10 (below 1000 dtex) ± 5 %
cb) For semi-worsted yarns and corresponding rotor yarns
up to and including Nm 5 (2000 dtex and higher) ± 6 %
above Nm 5 (below 2000 dtex) ± 5 %
cc) For other yarns ± 3 %
cd) For fancy yarns, technically unavoidable and appropriate higher number deviations are permissible.
No compensation shall be made within the above tolerance limits. In the event of any deviations that exceed this tolerance limit downwards, the full deviation from the agreed yarn count (yarn count) shall be remunerated.
If
- it is unreasonable to expect the buyer to accept remuneration,
- the count (count fineness) tolerances are exceeded upwards and acceptance is unreasonable,
the buyer may demand that the defective quantities be exchanged by the seller free of charge for yarns of the agreed number (count) within a reasonable period of time for the seller and the buyer. This applies to yarns under cc) provided that the deviation from the agreed number (count) is more than ± 5 %. If the buyer proves that a replacement delivery is also unreasonable for him, he shall be entitled to reduce the purchase price or to withdraw from the contract.
3. Incorrect weight and number (fineness) fluctuation
If the buyer claims that a consignment has an incorrect weight or a number (fineness) fluctuation, the seller shall have the right to demand the determination of the commercial weight and/or the commercial number (commercial fineness), whereby the involvement of third parties shall also be deemed to have been agreed (e.g. officially recognised inspection office).
4. Chains
Chains, single and twisted, are sold and invoiced according to the calculation weight, but the seller must reimburse the buyer for any shortfall in weight if it exceeds 3 %.
5. Test dyeing and other tests
In order to recognise possible faults, sufficient quantities of the raw fabric must be tested in a suitable test procedure during weaving, knitting, tufting, warping, braiding and other processing stages. The test quantity must be a suitable, smallest possible production quantity, but no more than 500 metres. This test can be immediately followed by a further test.
In all processing areas
- dyed yarn batches must be checked for streaks and other changes before and during processing,
- If raw white and dyed yarns or yarns with different fibre structures are processed together, an adequate test for uniform shrinkage or other relevant effects that may impair the intended use must be carried out.
6. Marking
The seller is permitted to mark raw white yarn batches with water-soluble dyes unless the buyer expressly objects to this.
7. Testing and testing fees
The provisions of the relevant German or European standards (DIN or EN) shall apply to testing, with the involvement of an officially recognised testing body. The testing fees, including those of any subsequent testing including transport costs, shall only be borne by the losing party if this has been expressly agreed between the contracting parties.
Part 3 – Rules of Arbitration
- All disputes arising from contracts concluded under the German Yarn Contract which have not been brought before the ordinary courts shall be decided by a court of arbitration (Part 1, Clause 10 of the German Yarn Contract).
- Both parties shall each appoint a merchant or industrialist from the textile industry who is in practical business life or retired as arbitrator to the arbitration tribunal.
The claimant party shall inform the other party in writing of the arbitrator appointed by it, with the request to nominate the arbitrator appointed by it within 14 days of the date of receipt of the letter. If the other party does not comply with this request in due time, the president of the Chamber of Commerce of the district to which the company in question belongs, or if it does not belong to any Chamber of Commerce closest to its seat, shall appoint the arbitrator concerned.
The parties may agree that a dispute shall be decided by one arbitrator only.
- The arbitrators appointed by the two parties shall immediately elect an umpire who is qualified to hold judicial office.
If they are unable to agree on such an umpire, the president of the Chamber of Commerce of the district of the party seeking arbitration shall appoint him. The parties may waive the appointment of an umpire. The two arbitrators are also authorised to refrain from appointing an umpire if they agree on the decision of the dispute. The rules of procedure shall also apply mutatis mutandis in this case.
- If an arbitrator resigns from office, he shall notify both parties in writing. The party which had appointed the arbitrator shall appoint another arbitrator within 14 days of receipt of the notification and designate him to the other party.
- The procedure before the arbitral tribunal shall be as follows:
Each of the parties shall submit to the arbitrator appointed by it the contract and copies of the correspondence exchanged between the parties in the matter in dispute, together with their requests, describing the facts of the case.
Both arbitrators shall send their documents to the umpire and, together with the umpire, appoint a day for any inspections or joint consultations, which must be within two weeks of the day of the appointment of the umpire.
The request of a party for the arbitral tribunal to hold an oral hearing with the parties shall be granted. The arbitrators shall reach their decision with the utmost expedition, impartially and to the best of their knowledge and belief, and may not regard themselves as representatives of a party. They shall base their decision first of all on the contractual agreements of the parties, then on the applicable civil and commercial law and, moreover, on the generally recognised customs of the trade.
The exchange of the above-mentioned documents may be omitted if both parties agree.
- The arbitration tribunal shall decide by majority vote.
- The arbitrators shall issue their award in writing. It shall contain:
a) the exact designation of the parties by name, status, place of residence and party status;
b) the names of the arbitrators;
c) a concise description of the facts of the case, emphasising the requests of the parties;
d) the reasons for the decision;
e) the decision formula to be separated from the presentation of the facts and the reasons for the decision.
The arbitral award must be signed by all arbitrators, indicating the date on which it was drawn up.
- The arbitrator shall serve a copy of the award on the parties, signed by the arbitrators, and file it with the clerk of the competent court, together with a certificate of service.
- The arbitral award shall have the effect of a final court judgement between the parties.
- The costs shall be fixed by the arbitrators in the award formula and shall be awarded against the party against whom the award is made. If an asserted claim is only partially recognised by the arbitral tribunal, the costs shall be divided between both parties accordingly.
- Rules of Arbitration shall be made by registered letter.
- Sections 1025-1066 of the Code of Civil Procedure shall apply in addition.