General Terms and Conditions (GTC)
MaxTexOn GmbH
Halser Straße 28, 94034 Passau, Deutschland
Status: 11/11/2025
Part A - General
1) Scope of Application
1.1 These General Terms and Conditions apply to all current and future contracts, deliveries, and other services of MaxTexOn GmbH to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and public law special assets. Application to consumers is excluded.
1.2 General Terms and Conditions, purchasing conditions, or other pre-formulated contractual conditions of the customer do not apply, even if they are not expressly contradicted in individual cases or services are provided with knowledge of such conditions.
1.3 References by the customer to their own conditions, such as in orders, portals, attachments, emails or other documents, do not lead to their inclusion.
1.4 Deviating or supplementary agreements are only valid if they have been expressly confirmed in text form by MaxTexOn.
1.5 For public clients or authority customers, deviating contractual regulations only apply to the extent that they have been expressly accepted in writing in individual cases.
1.6 In the event of contradictions between contractual components, the following hierarchy applies:
- individual written agreements or order confirmations
- expressly included specifications or appendices
- these GTC,
- other documents, but without the customer's conditions
2) Definitions
2.1 "Goods" includes all products supplied by MaxTexOn, particularly textiles, technical textiles, clothing, equipment parts, fabrics, yarns, ribbons, accessories, as well as packaging and labeling materials.
2.2 "Textiles/Fabrics" includes in particular woven fabrics, knits, raw and finished goods, coated materials, laminated fabrics, special finishes, as well as batch- or lot-related goods.
2.3 “Specifications” means technical specifications, requirement sheets, tech packs, references to standards, test methods, tolerances, color standards, as well as packaging and labeling requirements.
2.4 "Samples" includes in particular sample parts, prototypes, pre-series samples, fabric samples, lab dips, strike-offs, reference samples, as well as label and packaging samples.
2.5 "Order value" is the net value of the goods or partial services to which a specific regulation refers.
3) Offers and Conclusion of Contract
3.1 Offers from MaxTexOn are non-binding unless expressly stated as binding.
3.2 Customer orders are considered a binding offer. A contract is only concluded through written order confirmation or by execution of the delivery.
3.3 The order confirmation from MaxTexOn is decisive for the content of the contract.
3.4 Side agreements, assurances, guarantees, or other deviations require explicit confirmation in writing.
4) Documents, Characteristics, Samples
4.1 Information in offers, data sheets, drawings, samples, test reports, or other documents is only binding if it has been expressly confirmed as a quality agreement.
4.2 Samples and reference materials are fundamentally for orientation. Usual commercial or technically unavoidable deviations, such as in color tone, feel, weave pattern, gloss, finish, width, or weight, are reserved, unless otherwise expressly agreed.
4.3 Consultations or recommendations are made to the best of knowledge, but do not constitute a guarantee or quality assurance.
5) Prices
5.1 All prices are net plus statutory value-added tax, where applicable.
5.2 Additional costs, such as for packaging, pallets, inspections, certificates, documentation, customs, duties, insurance, or special handling services, will be charged separately unless otherwise agreed.
6) Terms of Payment
6.1 Invoices are due for payment within 14 days from the invoice date without deduction, unless otherwise agreed.
6.2 MaxTexOn is entitled to make deliveries contingent upon advance payment, deposit, letter of credit, or security, if circumstances arise after the conclusion of the contract that raise doubts about the customer's ability or willingness to pay.
6.3 In the event of default in payment, the seller shall be entitled to withhold further deliveries, require advance payment, and declare all claims arising from the business relationship immediately due.
6.4 The customer is only entitled to offset or withhold payment to the extent that their counterclaims are undisputed or legally established and in the case of a right of retention arise from the same contractual relationship.
7) Delivery
7.1 Delivery, transfer of costs and risk are governed by the Incoterms clause specified in the order confirmation in the agreed version.
7.2 In the absence of an explicit agreement, EXW applies from the named place.
7.3 Delivery deadlines are only binding if they have been explicitly confirmed as binding. Partial deliveries are permissible as long as they are reasonable for the customer.
7.4 Additional costs resulting from subsequent changes or special requests from the customer, such as regarding shipping method, documentation, storage, rescheduling, or transport organization, shall be borne by the customer.
8) Customer's Obligations to Cooperate
8.1 The customer must provide all necessary information, approvals, and documents for the execution of the contract in a timely manner.
8.2 In the case of call-off contracts or framework agreements, call-offs shall be binding.
8.3 If the customer violates cooperation obligations or falls into acceptance delay, the risk passes to them upon notification of the readiness for shipment or provision. MaxTexOn may demand compensation for the additional expenses incurred in this case.
9) Force Majeure
9.1 Cases of force majeure and other unforeseeable circumstances not attributable to MaxTexOn, particularly strikes, embargoes, official measures, war, pandemics, energy or raw material shortages, transport disruptions, or comparable events, exempt MaxTexOn from the obligation to perform for the duration and extent of their effects.
9.2 In such cases, the parties will agree on an appropriate adjustment. In the event of permanent impossibility or unreasonable delay, both parties are entitled to withdraw.
10) Export Control, Sanctions, Compliance
10.1 The customer is obliged to comply with all applicable export control, sanctions, and foreign trade regulations and to provide necessary end-use or end-destination declarations.
10.2 MaxTexOn is entitled to suspend or refuse services to the extent that their fulfillment would violate applicable law, particularly sanctions or embargo regulations.
11) Delay in Delivery
11.1 A penalty for contractual or delivery delay is only owed if it has been explicitly and specifically agreed upon in the individual contract or in the order confirmation.
11.2 To the extent that a penalty for delivery delay is effectively agreed upon, it is limited to a maximum of 5% of the net order value of the affected partial performance.
11.3 A penalty for delay is excluded to the extent that the delay is due to force majeure, lack of cooperation from the customer, subsequent changes at the customer's request, or other circumstances not attributable to MaxTexOn.
11.4 Further claims due to delays exist only within the framework of the statutory provisions and these terms and conditions.
Part B – Samples, Ownership, Confidentiality
12) Samples and Prototypes
12.1 Samples are intended solely for internal testing, approval, sampling, documentation, and quotation purposes.
12.2 Use for independent series production or targeted reconstruction is not permitted without prior explicit consent from MaxTexOn.
12.3 Disclosure to affiliated companies, testing institutes, or project-related partners is only permitted to the extent necessary for testing, approval, or quotation preparation, and the recipient must be obligated to confidentiality.
Part C – Quality and Acceptance
13) Textile Industry Standard
13.1 For textile products, the recognized commercial standards in the German textile industry apply additionally, as far as permissible between merchants and unless otherwise agreed.
13.2 In case of conflict, individual agreements and these terms and conditions take precedence.
14) Inspection and Complaint
14.1 The customer must inspect the goods immediately after delivery or availability, particularly with regard to identity, quantity, labeling, packaging, and externally visible defects.
14.2 Obvious defects must be reported in writing within 3 business days. Hidden defects must be reported immediately upon discovery.
14.3 The complaint should specify the affected goods as accurately as possible and include a comprehensible description of the error.
15) Fabrics and Meter Goods – Evaluation System
15.1 For fabrics, roll goods, and comparable textile surface products, a visual point system may be considered agreed upon, provided this has been specified in the individual case.
15.2 The specifically agreed quality, inspection, and acceptance criteria are decisive in this regard.
15.3 In the case of a justified complaint, MaxTexOn will, at its discretion, provide a replacement delivery, rectification, credit note, or an appropriate price reduction.
Part D – Warranty, Liability, Ownership, Rights
16) Warranty
16.1 The customer's warranty rights require a proper inspection and timely notification of defects.
16.2 MaxTexOn will fulfill its obligations at its discretion through rectification or replacement delivery.
16.3 Only if the fulfillment fails or is unreasonable can the customer reduce the price or withdraw from the contract in the case of significant defects.
16.4 Warranty claims expire, to the extent permitted by law, within 12 months from the transfer of risk. Claims arising from intent, gross negligence, deceit, injury to life, body, or health, as well as mandatory statutory liability provisions remain unaffected.
17) Liability
17.1 Unlimited liability shall apply in cases of intent and gross negligence, injury to life, body, or health, fraudulent conduct, assumption of a guarantee, and under mandatory product liability law.
17.2 In the case of simple negligence, MaxTexOn is only liable for breaches of essential contractual obligations. In this case, liability is limited to the typically foreseeable damage.
17.3 Furthermore, liability is excluded to the extent permitted by law. This particularly applies to indirect damages, consequential damages, lost profits, production downtime, or penalties imposed by third parties.
18) Retention of Title
18.1 The delivered goods remain the property of MaxTexOn until all claims arising from the business relationship have been fully paid.
18.2 The customer is entitled to resell in the ordinary course of business. The resulting claims are already assigned to MaxTexOn.
18.3 Processing or mixing is done for MaxTexOn, as far as and to the extent that this is legally permissible.
19) Intellectual Property Rights and Confidentiality
19.1 The customer guarantees that designs, trademarks, documents, or specifications provided by him do not infringe on the rights of third parties. He indemnifies MaxTexOn from claims of third parties, provided that MaxTexOn is not responsible for the legal infringement.
19.2 Both parties commit to treating non-public commercial and technical information confidentially.
20) Assignment and Performance by Third Parties
20.1 The customer may only transfer rights and obligations from the contractual relationship with the prior consent of MaxTexOn.
20.2 MaxTexOn is entitled to engage third parties or subcontractors for contract fulfillment.
21) Place of performance, jurisdiction, and applicable law
21.1 The place of performance is, as far as legally permissible, the registered office of MaxTexOn.
21.2 The jurisdiction is, as far as legally permissible, Passau.
21.3 German law applies, excluding the UN Sales Convention (CISG).
22) Final Provisions
22.1 Changes and additions require at least text form, unless a stricter legal form is prescribed.
22.2 Should any provision of these terms and conditions be or become wholly or partially ineffective, the validity of the remaining provisions shall remain unaffected. Instead of the ineffective provision, a provision shall be deemed agreed that comes closest to the economic purpose of the ineffective provision.