General Terms and Conditions
Fashion Roof Services (hereinafter abbreviated by FRS)
represented by Stefan Eckert – Managing Director
Überseeboulevard 2, Studio Stefan Eckert
Tel: 0049 40 6370 8915
Fashion Roof Services offers articles and services related to the development and production of premium and luxury fashion. Here, startups, brands and fashion brands can commission individual or packaged services in the areas of design, marketing, product development, textile production and materials purchasing.
1. scope of application and general
Fashion Roof Services provides its services exclusively on the basis of these General Terms and Conditions (hereinafter: GTC). Terms and conditions of the contractual partner (hereinafter: Client) that are in contradiction to or otherwise deviate from these Terms and Conditions shall not become part of the contract, even through acceptance of the order or its unconditional execution, unless this has been expressly agreed between the parties.
These General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed upon again and exclusively vis-à-vis entrepreneurs, i.e. natural or legal persons or a partnership with legal capacity who, when concluding a legal transaction, act in the course of their commercial or independent professional activity.
Agreements made with the client in individual cases (including ancillary agreements, additions and amendments) shall in any case take precedence over the GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements. Legally relevant declarations and notifications that are to be made by the client to FRS after the conclusion of the contract must at least be in text form to be effective, e.g. e-mail or message via messenger service such as WhatsApp.
The client agrees to these GTC at the latest upon payment of the services defined in the proforma invoice.
2. Description of services
FRS offers articles and services related to the development and production of premium and luxury fashion.
2.2 Content and definition of a product development
A product development is the technical realisation of a design submitted by the client. This can be communicated by means of sketches, collages or garments.
Product development requires the client’s cooperation in the form of submission of necessary product information and timely feedback during the process of pattern making and preparation of all production-related documents.
In the event of non-fulfillment of the aforementioned points by the client, there shall be no right to withdraw from the contract or to a refund.
The contents of a product development in chronological order are as follows:
– Submission of the design by the client.
– Submission of measurements or a sample by the client to communicate the preliminary fit.
– Creation of a technical drawing or similar to communicate the design idea.
– Creation of a fitting piece from raw cotton or similar, based on the submitted sample or measurement.
– Optional Fitting and Design Day at the Hamburg studio to finalize the fit and design.
– Creation of a techpack.
Prior to production, there is the option of creating a approval sample. The prerequisite for this is that all components have been ordered by the client according to the respective minimum quantities in the process. The costs for the production of a approval sample correspond to the final production price plus a surcharge for individual production of 100% of the production price.
2.4 Material production and workmanship
In the production of textiles, materials and ingredients, the exact quantity of goods ordered may differ slightly from the actual quantity delivered. Extra quantities will be delivered and invoiced as is customary in the industry. In this respect, the client undertakes to accept and remunerate an overproduction of up to 10%. The subsequent invoicing shall take place prior to delivery of the goods and shall be settled by the client prior to delivery.
With regard to colors specified by the customer as a template for the production of materials, these are to be understood merely as orientation standards. Minor deviations, which do not entitle to complaints, are always to be expected. Even in the case of standard articles ordered after selection from a color chart, minor color deviations may occur which do not entitle the client to make a complaint.
The material properties listed in the respective description are approximate values and not guaranteed properties. For example, slight percentage deviations may occur in the composition of a blended fabric, which do not entitle the client to make a complaint.
The manufacturing of the sewing work is carried out by qualified skilled workers. Since the work is manual, there may consequently be certain irregularities in the individual work steps. Only deviations that make distribution to the end customer impossible are subject to complaint. These include serious defects, such as holes or burst seams. They do not include, for example, slight differences in the stitching of seams or minor deviations in the positioning of print motifs or flag labels. In general, a non-reclamable error tolerance of serious defects of up to 3% of the production quantity applies.
The client authorizes FRS to carry out all necessary shipments within the scope of product development and production of the order at the client’s expense. This does not require any explicit confirmation regarding the individual shipments. The corresponding costs are listed in the final invoice for any additional quantities and for shipping and are to be paid by the client. The shipment of the finished products to the client is not included in the total price and is only carried out if the client explicitly agrees this with the provider and at the expense and risk of the client. The invoiced shipping costs are due before shipment.
Communication between the client and FRS during an ongoing contractual relationship can also take place by telephone, e-mail and or via messenger services. In particular, agreements and / or approvals via the latter have the same effect as if an agreement had been made by e-mail.
If the client has not given FRS explicit instructions regarding the design of the order, which are generally recorded in writing, complaints regarding the artistic-technical design are excluded. If the client requests changes during or after the development and/or production, he shall bear the additional costs.
3. Offer and agreement conclusion
FRS offerings are non-binding and subject to change without notice based on the documents and information provided by the client, unless the client expressly designates them as binding. In the event of changes to the task by the client (e.g. due to changes in shape, dimensions, material, etc.), FRS reserves the right to review and, if necessary, adjust the offer.
Information in the offers and/or order confirmations of FRS that is based on an obvious error, e.g. a clerical or calculation error, shall not be binding on FRS. Rather, the obviously intended statement shall apply.
A contract between the parties shall be concluded at the latest at the point in time at which the client accepts the offer by paying the proforma invoice.
The text of the contract in the form of the preforma invoice payment together with details of the services shall be stored by FRS.
4. Prices and payment conditions
Unless a separate agreement has been made in the contract, the remuneration for the services listed in the invoice shall be a lump sum. The price already includes all work services such as consulting and project management. The remuneration shall be exclusive of statutory value-added tax and exclusive of any shipping and courier costs incurred as well as any customs duties after production has been completed.
FRS may send invoices exclusively by electronic means, provided that such invoices comply with the requirements of value-added tax law.
The agreed remuneration of FRS shall be due upon placement of the order. The costs for shipping and courier charges as well as any customs duties shall be invoiced to the client prior to shipment of the goods and shall be due for payment by FRS prior to shipment. In the case of multiple partial shipments, invoicing may occur prior to the last shipment or prior to the first shipment, at the option of FRS.
If, between the conclusion of the contract and the date of fulfillment, increased costs arise on the part of FRS due to legal changes, e.g. due to higher customs duties or other levies, FRS shall be entitled to adjust the lump sum price accordingly, stating the changed parameters to the client.
FRS reserves the right to increase the lump sum price by notifying the client prior to the date of delivery if any circumstances beyond the control of FRS (e.g. changes in exchange rates, currency regulations, changes in duties and taxes, unexpected increases in manufacturing costs), changes in delivery dates, delivery quantities and specifications of the goods caused by the client or delays for which the client is responsible and which the client has not notified FRS of in due time force FRS to do so.4.6
Beide Parteien verpflichten sich, den vereinbarten Preis neu auszuhandeln, wenn dieser von wesentlichen Änderungen auf dem internationalen Markt oder von politischen, wirtschaftlichen oder sozialen Lagen im Herkunfts- oder Bestimmungsland des Erzeugnisses betroffen ist, die eine der Parteien beträchtlich schädigen.
5. Terms and dates
Intended dates and timelines are generally non-binding. However, the forecast by FRS is based on the fact that the client provides FRS with all necessary documents, data and information in due time and in full. Delays and/or cost increases resulting from incorrect, incomplete or subsequently adjusted information shall be borne by the client.
Compliance with non-binding delivery dates shall be subject to timely delivery by our suppliers.
Cases of force majeure and events that make product development or production difficult or impossible for FRS – these include in particular strikes, lockouts, official orders, etc. – shall be excluded. – even if they occur at FRS or their sub-suppliers, service providers or contractors, entitle FRS to extend the non-binding delivery periods by the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part with regard to the unfulfilled part of the contract.
Offer documents, samples, calculations, illustrations and drawings and similar information may not be made accessible to third parties unless FRS has expressly consented to such access. This shall apply regardless of whether the information has been marked as confidential or not.
FRS in turn undertakes to keep secret for an unlimited period of time all information and documents accessible in connection with the order which are designated as confidential or which are clearly recognizable as business or trade secrets of the client on the basis of other circumstances and not to record, pass on or exploit them unless this is necessary to achieve the purpose of the contract.
FRS cannot guarantee that the suppliers, service providers and work contractors commissioned by it will also comply with the existing duty of confidentiality, but it selects them conscientiously and has usually already been working with them for years in mutual trust.
7. Obligations and Liability of the client
The client is obligated to cooperate in the execution of the order – insofar as this is necessary for the fulfillment of the order. For this purpose, it shall provide FRS with all information, documents and aids in a timely manner and at its own expense.
The client is obligated to check the material provided for the order for any existing copyrights and copyright laws and to obtain any necessary permission to use it for this purpose. Any claims for copyright infringement shall be borne by the client.
If and insofar as design services of FRS are based on drafts and/or templates of the client, the client assures that the representations do not violate any rights of third parties. Should third parties assert claims against FRS due to possible infringements of rights resulting from the contents of these representations, the client undertakes to indemnify FRS from any liability and to reimburse necessary costs incurred by FRS due to the infringement of rights or a defense against it.
The marking and labeling of textile products in accordance with EU Regulation 1007/2011 on the designation of textile fibers and the associated labeling and marking of the fiber composition of textile products (VO) is the original responsibility of the client. Liability of FRS is excluded in this respect. The client shall indemnify FRS against liability in accordance with section 7.3. The client is aware that a violation of the textile labeling obligations due to missing or incorrect labeling is not only subject to a warning for unfair competition, but also constitutes an administrative offense that can be fined.
8. Approval of the prototype
Production of an order shall only take place after approval of the previously developed sample.
Failure to accept the approval sample shall not entitle the Customer to withdraw from the production. If the client refuses acceptance due to alleged technical defects, these shall be defined in text form to the client and communicated within a period of 5 days after presentation of the prototype. The assessment of the alleged defects shall then be carried out by an expert to be determined by the Hamburg Chamber of Crafts. The approval sample will be presented by the supplier and the expert’s report will be forwarded to the client without delay. If no defect can be determined, the client is obliged to accept the approval sample. If he does not do so within 14 days from receipt of the expert opinion, FRS has the right to withdraw from the contract and to assert claims for damages against the client.
If the client neither declares acceptance nor refuses to do so, the approval sample shall be deemed accepted after 14 days without any further action by the client being required. FRS shall then be entitled to go into production.
Approval shall be made in text form (e-mail, messenger services).
9. Confidentiality and data protection
The client has the right to revoke his consent at any time with effect for the future. In this case, FRS is obligated to immediately delete the client’s personal data. The deletion shall take place after completion of the service to be provided.
Furthermore, FRS undertakes to maintain confidentiality regarding confidential circumstances of the client that become known during and after the end of the service, insofar as and as long as there is no contractual or legal obligation to disclose.
10. Advertising Permission
The client agrees that the provider may display the concepts and creative services etc. created for him as a reference on his homepage or use them in other advertising material as proof of his work, if required. Furthermore, the client agrees that his company name, if necessary with URL, may be included in the client list of FRS, which is also used for advertising purposes. Excluded from this regulation are projects in which the provider is expressly requested by the client for anonymity or customer protection.
11. Shipping, Delivery
Delivery shall always be ex works / warehouse Hamburg (exw, Incoterms 2020). Insofar as the FRS organizes transport for the client at the latter’s request, the following shall apply: the goods shall always travel uninsured and in any case at the client’s risk. Transport insurance shall only be taken out at the express request of the client; any costs arising therefrom shall be borne by the client.
In the absence of any agreement to the contrary in text form, the choice of the place of dispatch and the route and means of transport shall be made by FRS at its best discretion, without assuming any liability for the cheapest and fastest transport.
Partial deliveries are permissible insofar as reasonable for the client.
12. Obligation to examine and give notice of defects, handling of the goods
The client shall be obliged to inspect the goods immediately upon acceptance ex works/delivery in terms of quantity, weight and packaging and to note any complaints in this respect on the delivery bill or waybill or otherwise to notify us in text form and to carry out a quality check at least on a sample basis and in a representative manner, to open the packaging to a reasonable extent for this purpose and to inspect the goods themselves in terms of their external condition.
If there is reason to notify FRS of any defects, the client must notify FRS without delay, at the latest by the end of the second working day following acceptance of the goods. In the event of a complaint about a hidden defect which initially remained undiscovered despite proper initial inspection in accordance with the above clause, a different deadline shall apply, according to which the complaint must be made by the end of the second working day following the discovery.
The complaint must clearly indicate which delivery it refers to and which points are being complained about and must be received by FRS within the aforementioned deadlines in writing, by e-mail with the requirement of a read confirmation or by messenger service.
The client is obliged to make the rejected goods available for inspection by FRS, the supplier or experts commissioned by the supplier.
13. Warranty Rights, limitation of liability
The statutory claims for defects shall apply with the proviso that the products used / designed by FRS are generally handmade products in which irregularities and manageable deviations may naturally occur. The representations in section 2.4 shall apply accordingly and as exclusions of the existence of a defect.
Within the scope of an error tolerance of three percent of the total quantity, complaints and claims of the Customer against the service providers and work contractors arranged by the Provider shall be excluded. Within this framework and scope, any adjustments shall be made by the client.
In cases where defects according to clause 13.2 cannot or do not want to be remedied by the client, there is the possibility to commission this via FRS for a separately agreed fee.
In the event of complaints which are made in due form and time and which are also objectively justified, the client shall have the right to demand a reduction in the purchase price, subject, however, to the right of FRS to take back the defective goods instead and to deliver goods which are free of defects.
The client shall not be entitled to any further rights and claims. In particular, FRS shall not be liable to the client for damages due to non-performance or defective performance, unless the goods delivered by FRS lack a characteristic expressly warranted by FRS (“Guarantee”) or in case of intent or gross negligence on the part of FRS or in case of a claim based on injury to life, body or health.
If the client has tortious claims against FRS, these shall expire if the client does not assert them within one year after becoming aware of all conditions giving rise to a claim, unless it is a case of intentional or grossly negligent breach of duty by FRS or a claim arising from injury to life, limb or health.
Costs resulting from incorrect notices of defects shall be reimbursed to FRS by the client.
The client shall indemnify FRS against product liability claims of third parties that exceed the liability that FRS would have under German product liability law.
If the liability of FRS is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.
14. Liability and Disclaimer
FRS shall be liable, irrespective of the following limitations of liability and outside the liability for material defects and defects of title governed by Clause 13, in accordance with the statutory provisions for damage to life, limb and health caused by a negligent or intentional breach of duty by FRS, its legal representatives or vicarious agents, as well as for damage covered by liability under the Product Liability Act.
For further damages based on intentional or grossly negligent breaches of contract as well as fraudulent intent by FRS, its legal representatives, executive employees or vicarious agents, FRS shall be liable in accordance with the statutory provisions. In this respect, however, the liability for damages is limited to the foreseeable, typically occurring damage, insofar as FRS, its legal representatives, executive employees or vicarious agents have not acted intentionally. To the extent that FRS has given a guarantee of quality and/or durability with regard to the goods or parts thereof, it shall also be liable within the scope of this guarantee. However, FRS shall only be liable for damage caused by the absence of the guaranteed quality but not occurring directly to the goods if the risk of such damage is obviously covered by the guarantee of quality.
Further claims are excluded. To the extent that liability for damages against FRS is excluded or limited, this shall also apply with regard to the personal liability for damages of its employees, representatives and vicarious agents.
15. Limitation period
All claims of the client are subject to a limitation period of 12 months. The statutory periods shall apply to claims for damages pursuant to Clause 14 and claims for defects pursuant to Clause 13.
16. Sustainability and Certifications
FRS assures the existence of the certificates listed in an invoice for the corresponding products. However, the passing on of codes that give conclusions about the manufacturer of the product is excluded.
17. Refund, cancellation, exchange
Since the services offered by FRS and the mediated services and works are individual concepts and implementations according to the specifications of the client, they are excluded from any exchange. Accordingly, this applies to asserted cancellations and refund requests with the exception of warranty claims.
In the context of product development and production, no copyrights arise on the part of FRS. Copyrights only arise when services are commissioned within the scope of design. However, these can be transferred to the client by an additional agreement between the client and FRS.
19. Place of performance, place of jurisdiction and applicable law
Place of performance and place of jurisdiction for deliveries and payments as well as all disputes arising between the parties from and in connection with the legal relationships existing between the parties shall be FRS´s place of business. However, FRS shall also be entitled to sue the client at the client’s place of business.
The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the parties.
Contractual language is english.
20. Salvatory clause
Should any provision in these terms and conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between the parties.
The parties shall replace the invalid provision with a valid provision that comes as close as possible to the economically intended provision in a permissible manner.