General Terms and Conditions of sprd.net AG for Bulk Orders

§ 1 General Information

Your contractual partner for all orders on is sprd.net AG, hereinafter referred to as “Spreadshirt Bulk”.

Any conflicting or deviating conditions determined by the customer are only binding if Spreadshirt Bulk has accepted them in writing.

§ 2 Conclusion of a Contract

(1) The offers contained on the Spreadshirt Bulk website are a non-binding invitation to customers to place an order with Spreadshirt Bulk.

(2) a) The customer submits an enquiry to Spreadshirt Bulk via a contact form on the Spreadshirt Bulk website or by another means (e.g. fax, email, or phone). The type and colour of the desired product, quantity, text, and design, desired delivery time, and customer data are to be included in the request. The enquiry does not constitute a legally binding offer to Spreadshirt Bulk. On the basis of the enquiry, Spreadshirt Bulk will create one or more legally non-binding offers and submit them to the customer for their consideration. Currently the following languages are available for this process: German, English and French.

b) On the basis of the proposal, the customer can then submit a written order to Spreadshirt Bulk via one of the contact methods listed at https://www.spreadshirt.co.uk/personalise/wholesale-enquiry-form. The preview of the designs and products contained in the proposal are not binding for either party and shall only serve for preview purposes. A mutually binding and final product and design will be set as the order is processed with the exact product and design on technical specifications and proof sheets (see §§4 and 5). The product and design as finalised during order processing does not change the binding nature of the customer’s offer. Spreadshirt Bulk will send the customer an order confirmation immediately after receiving their order. The order confirmation does not constitute acceptance of the customer’s offer to purchase; it merely informs the customer that their order has been received by Spreadshirt Bulk.

c) The order becomes binding on Spreadshirt Bulk once it is accepted within 14 days of receipt. The acceptance may also be included in the order confirmation if expressly stated by Spreadshirt Bulk. If the customer chooses the payment method “prepayment”, the payment request will constitute a declaration of acceptance of Spreadshirt Bulk. Spreadshirt Bulk will store the contract information and send the customer the order data as well as these general terms and conditions via email. These general terms and conditions can also be viewed at any time at https://www.spreadshirt.co.uk/t-and-c-bulk-orders-C4111. The details of the order cannot be viewed online beyond this point.

d) After the order is accepted, Spreadshirt Bulk is entitled to withdraw from the contract if the print design supplied by the customer does not match the content and description given by the customer in the proposal.

(4) Spreadshirt Bulk is entitled to withdraw from the contract if it becomes aware or has reasonable suspicion that third-party rights or any laws are being broken by the print or text to be printed.

(5) The finalization of the contract depends on the timely and complete delivery of materials. This condition does not apply to short-term disruption to deliveries or if Spreadshirt Bulk is responsible for the non-delivery, in particular if Spreadshirt Bulk has failed to provide a congruent hedging transaction. The customer will be informed immediately about the unavailability of the product. If the customer has already paid, their payment will be refunded.

§ 3 Graphic Supply / Processing

(1) The customer must submit to Spreadshirt Bulk print-ready graphic designs suitable for the type of processing to be used. If Spreadshirt Bulk becomes aware that the requested products are not printable due to the graphics delivered, Spreadshirt Bulk will notify the customer immediately. In addition, the customer is solely responsible for the print-ready graphics they have sent.

(2) Spreadshirt Bulk will process the print-ready graphics only on the basis of a separate agreement with the customer.

(3) The customer will have no right to share, publish, print, or otherwise make use of the print templates (e.g. films, screens), print s, or computer embroidery programs Spreadshirt Bulk uses to the product ordered, unless otherwise agreed.

§ 4 Order specifications

(1) The specifications for the print job are considered to be clear when

a) the templates to be supplied by the customer are in the form of print-ready graphics (vector drawings) or high-resolution pixel graphics (min. 300 dpi resolution, in original print size) and not requiring any further processing per §3 paragraph (1) and (2).

b) the colours to be printed are given in Pantone or HKS values or the colours have been confirmed by the customer upon inspection of the proof (see § 5).

c) the ordered textile products have been precisely defined in terms of order quantity, sizes and colours, if not already clearly stated in the customer’s order per §2 paragraph (3).

(2) Spreadshirt Bulk will notify the customer when the specifications of the order are clear enough to proceed.

§ 5 Proofs

(1) Before production commences, the customer will receive a proof sheet from Spreadshirt Bulk.

(2) The proofs must be checked thoroughly by the customer. If the customer is satisfied with the proofs, they shall instruct Spreadshirt Bulk to commence printing. Otherwise, the customer shall notify Spreadshirt Bulk of any proposed changes.

(3) By sending the approved proofs to Spreadshirt Bulk, the customer is entering into a binding agreement on the product and design(s). Subsequent changes cannot be considered. Spreadshirt Bulk will immediately begin production of the ordered products according to the approved proofs.

(4) Changes to the product or design s after cleared proofs have been sent to Spreadshirt Bulk will only be possible if the customer reimburses the costs incurred up to that point and if the customer is responsible for the changes.

§ 6 Samples

(1) Up to five unprinted samples can be provided per order and per customer for a 14-day inspection by the customer. Once the inspection period has expired, the samples are to be returned to Spreadshirt Bulk or the enclosed invoice for the samples must be paid. In the case of a return, the customer must pay the return costs. Shipments that are not prepaid by the customer will not be accepted.

(2) If the invoice for the samples is paid as provided in paragraph (1) sentence 2 above, the provisions for warranty (§10) and withdrawal (§12) apply.

(3) The customer may file claims concerning deviations in the colour, surface, and quality of the goods ordered from those provided as samples if said deviations are not within normal allowances and are not due to the nature of the materials used.

§ 7 Delivery / Shipping

(1) Shipping will be provided by a shipping service selected by Spreadshirt Bulk.

(2) Spreadshirt Bulk is only entitled to make partial deliveries if

a) the partial delivery is usable by the customer for its intended purpose;

b) the delivery of the remaining ordered goods is ensured; and

c) the customer incurs no significant added expenses or inconvenience.

§ 8 Payment

(1) The customer may choose to pay by prepayment or on invoice. Spreadshirt Bulk reserves the right to limit the payment methods available to a customer depending on the order value, the shipment location, the selected ordering process, or other objective criteria.

(2) If the customer’s selected method of payment is not approved despite Spreadshirt Bulk’s having fulfilled its part of the contract accordingly, especially if due to insufficient funds in the customer’s account or because the customer has provided the wrong information, the customer shall reimburse Spreadshirt Bulk or the third-party collection company for any additional costs incurred.

(3) The customer has no right to offsets or retention unless its counterclaims are undisputed or legally binding by court order. The customer can only exercise a right of retention if their counterclaims are based on this same contract relationship. If there are any defects in the delivered goods, the customer’s right to assert counterclaims remain unaffected.

(4) Spreadshirt Bulk will charge the customer a fee of €5 for each payment reminder; if the customer is in default, with the exception of the warning constituting the default. The customer may provide evidence that Spreadshirt Bulk has incurred lesser or no damages. Spreadshirt Bulk expressly reserves the right to assert further claims as a result of non-payment.

(5) The buyer agrees only to receive invoices electronically. The invoices will be emailed to the customer in PDF format.

§ 9 Retention of title

(1) The delivered goods shall remain the property of Spreadshirt Bulk until such time as full payment for all claims arising from this contract has been made.

(2) If the customer is an entrepreneur as defined by the German Civil Code, the following regulation applies in lieu of paragraph (1):

a) The delivered goods shall remain the property of Spreadshirt Bulk until such time as all of Spreadshirt Bulk’s present and future claims against the customer from the current business relationship and any balance claims from current accounts have been paid in full. If the customer violates the terms of this contract, especially if they are in default of payment, Spreadshirt Bulk has the right to repossess the goods to which it has retained the title after the expiry of a reasonable deadline it has set. If Spreadshirt Bulk repossesses said goods, this constitutes a withdrawal of this contract. The customer shall bear all costs incurred for the return of the goods. If Spreadshirt Bulk has to file a lien against the goods for which it has retained title, this also constitutes a withdrawal of this contract. Spreadshirt Bulk is free to make use of the repossessed goods at its full discretion. The revenue from the sale of said repossessed goods will be deducted from the amount owed to Spreadshirt Bulk by the customer once Spreadshirt Bulk has deducted a reasonable amount for the cost of such resale efforts.

b) The customer may use the goods to which Spreadshirt Bulk has retained the title and sell them to third parties in the ordinary course of their business as long as they are not in default of payment to Spreadshirt Bulk. However, the customer may not pledge or assign rights to the goods to which Spreadshirt Bulk retains the title.

c) (i) The customer’s receivable payments from third parties from the resale of the goods or on any other legal basis (in particular tort claims or insurance benefits), including all balances receivable in the customer’s current account are hereby assigned to Spreadshirt Bulk as a security interest in said goods. Spreadshirt Bulk accepts this assignment.
(ii) The customer may collect such payments assigned to Spreadshirt Bulk on their own account and in their own name, but on behalf of Spreadshirt Bulk unless this authorisation is revoked. Spreadshirt Bulk’s right to collect these payments itself remains unaffected; Spreadshirt Bulk will not pursue these claims itself and not revoke the direct debit authorisation, provided the customer makes its payments to Spreadshirt Bulk as agreed. However, if the customer is in breach of contract, in particular if the customer is in default of payment, Spreadshirt Bulk may require the customer to provide Spreadshirt Bulk with a list of the claims and their respective debtors as assigned above and notify the latter of said assignment, and submit to Spreadshirt Bulk all such documents and information as may be required for it to assert said claims. The customer also may not assign these claims to have them collected by factoring, unless the customer irrevocably obliges the factor to redirect the amounts collected directly to Spreadshirt Bulk for as long as Spreadshirt Bulk continues to have claims against the customer.

(d) Any processing or transformation of the goods done by the customer is always done on Spreadshirt Bulk’s behalf. If the goods to which Spreadshirt Bulk retains the title are processed with other items that do not belong to Spreadshirt Bulk, Spreadshirt Bulk shall acquire joint ownership of the new item proportional to the value of its contribution (final invoice amount including VAT) compared to the value of the other goods included in the final processed product. In all other matters, the terms applicable to the goods for which Spreadshirt Bulk retains the title shall apply to these new goods resulting from such processing.
If the goods are inseparably connected or mixed with other items not belonging to Spreadshirt Bulk, Spreadshirt Bulk shall acquire joint ownership of the new item proportional to the value of its contribution (final invoice amount including VAT) compared to the value of the other goods included in the final processed or mixed product. If the goods are connected or mixed in such a way that the customer’s item must be regarded as the main item, the customer and Spreadshirt Bulk hereby agree to assign a proportional joint ownership interest in said item to Spreadshirt Bulk at this time. Spreadshirt Bulk accepts this assignment. The customer shall reserve sole or joint ownership of said item on behalf of Spreadshirt Bulk.

(e) On request of the customer, Spreadshirt Bulk shall be obliged to release the securities it has in such products, provided that their realisable value exceeds the value of the customer’s outstanding payments to Spreadshirt Bulk by more than 10%. Spreadshirt Bulk may select those securities to be released under this provision.

(3) The customer must handle the reserved goods carefully and sufficiently insure them at replacement value against fire, water, and theft.

(4) If goods to which Spreadshirt Bulk has retained the title are seized or otherwise made subject to third-party interventions, the customer must notify said third parties of Spreadshirt Bulk’s ownership interest and immediately notify Spreadshirt Bulk in writing. If the third party is unable to reimburse Spreadshirt Bulk for the judicial and extra-judicial costs arising from such seizure, the customer shall instead be liable for the same.

§ 10 Warranty

(1) Specifications, drawings, illustrations, technical data, weight, measurement and descriptions contained in brochures, catalogues, newsletters, ads, or price lists are only for informational purposes. Only the data contained in the order confirmation shall determine the nature and scope of delivery.

(2) If there is a defect covered by warranty, the customer is entitled under statutory regulations to demand supplementary performance, withdraw from the contract, or reduce the purchase price. Customer claims for damages may only be asserted in accordance with the provisions of §11.

(3) If the customer is a company as defined by §14 of the BGB (German Civil Code), the limitation period is one year. For damage claims by the customer in accordance with §11, only the statutory limitation periods apply.

§ 11 Liability on the part of Spreadshirt Bulk

(1) a) Spreadshirt Bulk shall be liable for damages resulting from intentional or grossly negligent acts, whatever the legal grounds.

b) For damages resulting from strict liability, Spreadshirt Bulk is liable only for (a) damage resulting from injury to life, body, or health, or (b) for damage resulting from the breach of a material contractual obligation (an obligation the fulfilment of which is essential to the proper execution of the contract and compliance with which the other contractual partner should be able to depend upon). In the case of a breach of an essential contractual obligation, Spreadshirt Bulk’s liability is, however, limited to compensation for such damage as would have been foreseeable or typical in such circumstances.

c) Any liability of Spreadshirt Bulk which goes beyond that provided in paragraph (1) a) and b) above, regardless of the legal basis (including contractual liability, tort, negligence, or any claims of indemnity) is hereby excluded.

d) Any exclusions or limitations of Spreadshirt Bulk’s liability arising from this paragraph shall not apply, if

(aa) Spreadshirt Bulk has with malice aforethought concealed the defect from the customer;

(bb) Spreadshirt Bulk has offered the customer a specific guarantee for quality of the goods ordered; and

(cc) if Spreadshirt Bulk is responsible regardless of fault due to legal regulation, including responsibility under the German Product Liability Act.

(2) If Spreadshirt Bulk’s liability is excluded or limited under paragraph (1) above, this shall also apply to the personal liability of its governing bodies, legal representatives, employees, representatives and agents.

§ 12 Notice on the consumer’s right to withdraw this contract

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. This period begins from such time as you or a third party you have authorised

(with the exception of the shipping company) has accepted delivery of the final item in your order.
To exercise your right of withdrawal, you must provide us with a clear statement indicating your intention to withdraw from the contract to: Spreadshirt Bulk, sprd.net AG, Gießerstr. 27, 04229 Leipzig, Germany, Tel. +49 (0) 341 3929 44-0, Fax +49 (0) 341 3929 44-99. Withdrawals must be sent by post, fax, or email. You may use the attached form, but it is not required. In order to meet the deadline to withdraw from this contract, it is sufficient for you to send notification stating your intention to exercise said right before the stated deadline.

Effects of withdrawal

If you withdraw from this contract, we will refund all payments we have received from you, including shipment charges (with the exception of additional costs arising in the event that you choose a delivery method other than the most cost-efficient standard delivery we offer). Such refund shall be issued immediately, but no later than fourteen days from the day we receive notification of your withdrawal of this contract. We will issue the refund using the same payment method you selected in the original transaction, unless expressly otherwise agreed with you. Under no circumstances will you be charged a fee for this refund.

We may refuse to make the refund until the goods have been returned to us, or until you have provided evidence that you have shipped the goods, whichever comes first. You must ship or deliver the goods back to us immediately and in any event no later than fourteen days from the date on which you notify us that you are cancelling this contract. The deadline shall be considered met if you ship the goods before the fourteen day period has expired. You will bear the direct cost of returning the goods. You only need to pay for any loss in the value of the goods if this loss in value is the consequence of any handling of the goods other than what which is necessary for testing their condition, characteristics, and functions.

Exceptions to the right of withdrawal

A right of withdrawal does not apply to contracts for the delivery of goods which are not prefabricated and the production of which requires an individual choice or decision by the consumer, or which are clearly tailored to the personal needs of the consumer.

Sample withdrawal form

In order to withdraw from the contract, this form must be filled out and returned to:

• Spreadshirt Bulk, sprd.net AG, Gießerstr. 27, 04229 Leipzig, Deutschland, Fax 49 (0) 341 3929 44-99, bulk@spreadshirt.net
• We hereby give notice that we are withdrawing from the contract for the purchase of the following goods/provision of the following services
• Ordered/received on,
• Name of consumer(s),
• Address of consumer(s),
• Signature of consumer(s) (only if this form is notified on paper),
• Date

§ 13 Prints, indemnification

(1) The “materials provided” as referenced below refer to all information, s, including print designs and any fonts, and any other materials provided by the customer to Spreadshirt Bulk and/or approved by the same (if Spreadshirt Bulk has adapted or ed materials for this customer order).

(2) The customer guarantees Spreadshirt Bulk and its affiliates, legal representatives, employees and agents, that the provided material does not infringe applicable legal provisions (in particular criminal law and regulations to protect minors) or third-party rights (including copyrights, privacy rights, trademarks, and similar intellectual property rights). The customer shall notify Spreadshirt Bulk immediately if a third party asserts rights to the provided materials.

(3) If the provided material violates any laws or third-party rights, Spreadshirt Bulk and its affiliates, legal representatives, employees and agents shall be entitled to require the customer to compensate them for any damage incurred therefrom. The customer is especially obliged to indemnify Spreadshirt Bulk and its affiliates, legal representatives, employees and agents in any and all trials, legal proceedings, claims, damages, costs or other expenses arising from the fact that a third party has asserted claims for damages of its rights against the same.

(4) The customer assumes sole responsibility for reviewing the material provided with regard to breaches of legal regulations and third-party rights. If it is determined or there is reasonable suspicion that the material provided is in breach of legal regulations or third-party rights, in addition to any possible claims, objections, and appeals, Spreadshirt Bulk is also entitled to reject or withdraw from the contract.

§ 14 Technical and deviations

Spreadshirt Bulk expressly reserves the right when fulfilling the order for the finished product to have standard deviations from the descriptions and information in brochures, catalogues and other written and electronic documents with respect to material, colour, weight, measurements, or other features to the extent such are reasonable for the customer. Reasons for such deviation may include the customary variances in the trade and technical production processes.

§ 15 Dispute resolution

The European Commission provides a platform for Online Dispute Resolution (ODR) which can be accessed here. We are neither required nor prepared to participate in a dispute settlement procedure before consumer arbitration panel.

§ 16 Place of jurisdiction, applicable law, severability

(1) The place of performance for all deliveries is Spreadshirt Bulk’s headquarters in Leipzig.

(2) If the customer is a merchant as defined by the German Commercial Code, a legal entity under public law, or a special fund under public law, Leipzig shall be the place of jurisdiction. Spreadshirt Bulk is also entitled to pursue legal redress against the customer in any court holding jurisdiction over its location. The same applies if the customer has no general place of jurisdiction in Germany, has moved abroad from their place of residence or usual domicile, or residence, or in cases when such is unknown at the time legal recourse is sought.

(3) All contracts entered into in accordance with these general terms and conditions are governed exclusively by the laws of the Federal Republic of Germany. The application of the CISG and any other intergovernmental conventions, even if included in German law, is excluded. If the customer is a consumer as defined by §13 BGB and has their habitual residence in Germany, the mandatory consumer protection provisions of Germany shall remain unaffected per Art. 6 paragraph (2) sentence 2 of Regulation (EG) 593/2008).

(4) If any provision of these terms and conditions should become invalid, the contract shall remain effective. If provisions should become invalid, the content of the contract shall be governed in accordance with statutory regulations. The contract shall, however, be considered completely void if adherence to it would present unreasonable hardship for either party if amended in such a way.

Version: 05/2016