Terms of Service
Last updated: November 2024
1. Scope of Application and Contracting Parties
These Terms of Service ("Terms") apply to all business relationships between die Stimmgabel GmbH (hereinafter "SupplyCloth", "we", "us", or "our") and our customers (hereinafter "Client", "you", or "your") regarding the sourcing and production of apparel and textile products from Bangladesh.
Contracting Party:
die Stimmgabel GmbH
Industriestraße 2H, 68169 Mannheim, Germany
HRB 755770 | Ust-IdNr.: DE344214406
Email: christof@supplycloth.com
Deviating Terms: Any terms and conditions of the Client that deviate from these Terms shall not apply unless explicitly agreed to in writing by SupplyCloth.
2. Our Services
SupplyCloth acts as an intermediary and service provider, facilitating the sourcing and production of apparel and textile products from Bangladesh. We provide the following services:
Sourcing Services
Beschaffungsdienstleistungen
- Multi-factory sourcing
- Quotation services
- Factory evaluation
Production Services
Produktionsdienstleistungen
- Sample development
- Production coordination
- Quality control
Logistics Services
Logistikdienstleistungen
- Shipping coordination
- Documentation
- Customs support
Compliance Services
Compliance-Dienstleistungen
- Compliance management
- Certification support
- Regulatory guidance
Service Limitations: SupplyCloth acts as an intermediary. We do not manufacture products ourselves but coordinate with third-party factories in Bangladesh. The actual production contract is between the Client and the factory, with SupplyCloth providing coordination and oversight services.
3. Quotations, Orders, and Contract Formation
3.1 Quotations
All quotations provided by SupplyCloth are:
- Non-binding and subject to change unless explicitly stated otherwise
- Valid for 30 days from the date of issue, unless a different validity period is specified
- Based on information provided by the Client and current market conditions
- Exclusive of applicable taxes, duties, shipping costs, and customs fees unless stated otherwise
3.2 Order Confirmation and Contract Formation
A binding contract is concluded when:
- SupplyCloth confirms your order in writing (email or written confirmation)
- Both parties have agreed on all essential terms (product specifications, quantities, prices, delivery terms)
- Any required deposits or advance payments have been received (if applicable)
3.3 Order Modifications
Any modifications to confirmed orders must be agreed upon in writing by both parties. Modifications may result in price adjustments, delivery delays, or additional costs, which will be communicated to the Client before implementation.
4. Payment Terms and Conditions
4.1 Standard Payment Structure
Unless otherwise agreed in writing, the following payment schedule applies:
| Payment Stage | Percentage | Trigger |
|---|---|---|
| Deposit | 30% | Upon order confirmation |
| Mid-Production | 40% | After mid-line QA approval |
| Final Payment | 30% | After final inspection approval |
4.2 Payment Terms
- Payment is due within 7 days of invoice date unless otherwise agreed in writing
- All payments must be made in EUR (Euro) unless otherwise specified
- Bank transfer is the preferred payment method. Payment details will be provided on invoices
- SupplyCloth reserves the right to request advance payment or security deposits for new clients or large orders
4.3 Late Payment
In case of late payment:
- Default interest of 9 percentage points above the base interest rate will be charged (German Civil Code § 288)
- SupplyCloth may suspend services until payment is received
- SupplyCloth reserves the right to claim additional damages caused by the delay
5. Delivery Terms and Shipping
5.1 Delivery Dates
Delivery dates are estimates based on current production schedules and are subject to change due to factors beyond our control, including but not limited to:
- Factory production delays
- Shipping and logistics delays
- Customs clearance delays
- Force majeure events
- Client-requested modifications
5.2 Shipping and Risk Transfer
Unless otherwise agreed:
- Shipping costs are borne by the Client unless included in the quoted price
- Risk of loss or damage transfers to the Client upon delivery to the carrier or designated delivery location
- The Client is responsible for customs clearance, duties, and taxes in the destination country
- SupplyCloth will provide necessary shipping documentation (commercial invoice, packing list, certificates of origin, etc.)
6. Quality Assurance and Defects
6.1 Quality Control Process
SupplyCloth conducts quality inspections according to industry-standard AQL (Acceptable Quality Level) procedures:
- Pre-production sample review and approval
- Mid-line quality checks during production
- Final inspection before shipment (AQL 2.5 standard, unless otherwise agreed)
- Documentation of inspection results
6.2 Defect Claims and Warranty
Claims for defects must be reported in writing within 14 days of delivery. The claim must include:
- Detailed description of the defect
- Photographic evidence
- Order number and delivery date
- Quantity of defective items
Remedies: SupplyCloth will work with the factory to resolve quality issues. Remedies may include repair, replacement, or price reduction, depending on the nature and extent of the defect. Our liability is limited to the contract value.
7. Data Processing and Privacy (GDPR)
In the course of our business relationship, SupplyCloth processes personal data in accordance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
Data Categories Processed:
Verarbeitete Datenkategorien:
- Contact information (name, email, phone, address)
- Company information (company name, tax ID, registration number)
- Order and transaction data
- Communication records (emails, meeting notes)
- Payment and banking information (for invoicing)
Legal Basis and Purpose:
Rechtsgrundlage und Zweck:
Art. 6(1)(b) GDPR - Contract Performance: Processing is necessary for the performance of the contract and pre-contractual measures.
Art. 6(1)(f) GDPR - Legitimate Interest: Processing for business communication, customer relationship management, and legal compliance.
Your Rights:
Ihre Rechte:
You have the right to access, rectify, erase, restrict processing, object to processing, and data portability regarding your personal data. You also have the right to lodge a complaint with a supervisory authority.
For detailed information, please refer to our Privacy Policy.
8. Limitation of Liability
8.1 General Limitation
SupplyCloth acts as an intermediary and service provider between clients and manufacturing factories. While we exercise due diligence in factory selection, quality control, and service provision, our liability is limited as follows:
- Our liability is limited to the contract value unless caused by gross negligence or willful misconduct
- We are not liable for delays, defects, or damages beyond our reasonable control
- We are not liable for indirect damages, lost profits, or consequential damages
- The actual production contract is between the Client and the factory; SupplyCloth provides coordination services only
8.2 Force Majeure
SupplyCloth is not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, government actions, strikes, factory closures, shipping delays, customs issues, or other force majeure events.
8.3 Statutory Limitations
Note: The above limitations do not affect mandatory statutory rights under German law, including liability for personal injury, product liability, or fraudulent misrepresentation.
9. Confidentiality and Intellectual Property
Both parties agree to maintain confidentiality regarding business information, product designs, pricing, and other proprietary information shared during the course of the business relationship. This obligation continues for 3 years after termination of the business relationship.
All product designs, specifications, and intellectual property provided by the Client remain the property of the Client. SupplyCloth may use such information solely for the purpose of fulfilling the order.
10. Termination and Cancellation
10.1 Cancellation by Client
The Client may cancel an order subject to the following:
- Cancellation must be in writing
- All costs incurred up to the cancellation date are due and payable
- If production has started, cancellation fees may apply (typically 50% of remaining contract value)
- Any materials already ordered or produced cannot be returned
10.2 Termination by SupplyCloth
SupplyCloth may terminate the business relationship with immediate effect in case of: material breach of contract, non-payment, insolvency, or other serious violations. In such cases, all outstanding amounts become immediately due.
11. Applicable Law, Jurisdiction, and Dispute Resolution
11.1 Governing Law
These Terms of Service and all business relationships are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 Jurisdiction
The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Mannheim, Germany. This applies to both merchants and consumers, unless mandatory consumer protection laws require otherwise.
11.3 Alternative Dispute Resolution
The European Commission provides an online dispute resolution platform (ODR) at https://ec.europa.eu/consumers/odr. We are not obligated to participate in dispute resolution proceedings before a consumer arbitration board.
Last Updated: January 2025
Contact: die Stimmgabel GmbH | Industriestraße 2H, 68169 Mannheim, Germany
Email: christof@supplycloth.com | touhidul@supplycloth.com
Phone: +49-(0)157-764 750 80