Updated 30th June 2026

1. Definitions and Interpretation

• • Definitions:

• Interpretation:
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a Party includes its personal representatives, successors and permitted assigns.
  • A reference to legislation, law or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  • Any words following the terms including, include, in particular, for example or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding those terms.
  • Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular, and references to any defined term will be interpreted accordingly.
  • A reference to writing or written excludes fax but not email.

The headings in these Conditions are for convenience only and will not affect their interpretation.

2. Basis of Contract

• • These Conditions apply to an Order to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
  • The Order will only be deemed to be accepted and thus forming part of the Conditions, when Berger confirms their acceptance of the Order. For the avoidance of any doubt, Berger is under no obligation to accept an Order at any time.
  • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
  • Any advice or recommendation given by Berger or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Customer’s own risk, and to the extent permitted by law.
  • Any samples, drawings, descriptive matter or advertising produced by Berger and any descriptions or illustrations contained in Berger’s catalogues/brochures online or otherwise, are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They will not form part of the contract between the Parties, nor will they have any contractual force.
  • A quotation for the Goods given by Berger will not constitute an offer and no Quote is binding on Berger in any event. A quotation will only be valid for a period of 1 calendar month from its date of issue and may be withdrawn or varied by Berger at any time by their confirming the same to a Customer.
  • Any typographical, clerical or other error or omission in any website sales literature, quotation, price list, acceptance of offer, invoice or other document or information published or issued by Berger will be subject to correction without any liability on the part of Berger.

The Conditions do not affect any statutory rights available to the Customer.

3. Goods and Specification

• • • The Goods, as varied from time to time, are described online (Startseite – bergertextiles.com), or set out in a Specification, and any prices given in respect of the same form a non-binding Quote in all circumstances. Until an Order has been accepted by Berger, Berger reserves the right, at their sole discretion, to increase the price off/or vary any Quote for the Goods. Where a Customer does not agree to such an increase/variation, they must notify Berger within 2 days of receiving a notification of the intended increase otherwise the same will be automatically deemed to have been accepted by the Customer.

Berger reserves the right to make any changes to a Specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Berger’ specification, which do not materially affect their quality or performance.

4. Delivery

• • Berger will ensure that:
    • each Delivery is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Berger reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any); and
    • Berger will deliver the Goods to the Delivery Location on the Delivery Date.
  • The Delivery Date is approximate only, and the time of Delivery is not of the essence in any event. Berger will not be liable for any losses arising from any delay in Delivery whatsoever. The Customer will be liable to pay for the Goods in full; irrespective of the Delivery Date being met or not.
  • Subject to clause 4.2, and save where due to the Customer’s acts or omissions,if Berger fails to Deliver the Goods, Berger’s total liability will be limited to the total amount paid by the Customer for the Goods in any event.
  • Where the Customer has failed to provide clear and/or accurate Delivery instructions, Berger at their sole discretion, may charge the Customer for any further Delivery attempts.
  • Where the Customer has failed to receive a Delivery, Berger at their sole discretion, may either charge the Customer for any further Delivery attempts, which will incur a fee of €50 (and Berger reserves the right to increase such fee in line with any increased costs) or leave the Goods the Delivery Location at the sole liability and risk of the Customer (irrespective of whether the Customer was present at the time of Delivery or not).
  • Notwithstanding clause 6, if Delivery is not reasonably possible and/or Customer fails to receive/accept Delivery of the Goods within three Business Days of Berger or their agent notifying the Customer that the Goods are ready for Delivery/attempting Delivery, then;
    • delivery of the Goods will be deemed to have been completed at 9.00 am on the third Business Day after the day on which Berger notified the Customer that the Goods were ready for Delivery/attempting Delivery;
    • Berger will store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
  • If, ten Business Days after the day on which Berger notified the Customer that the Goods were ready for Delivery and the Customer has yet to receive/accept Delivery of them, Berger may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
  • The Customer acknowledges that, due to the nature of the Goods,if Berger delivers up to and including, weight tolerances of up to 10% and a variance in length of +- 20% (either short or long of the order length) these are considered to be contractually compliant. As such, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Berger will make either make a pro rata adjustment to the invoice for the Goods or send any outstanding Good to the Customer. For the avoidance of any doubt, Berger will have no liability to the Customer for any under orders.
  • Entirely at their sole discretion, Berger may deliver the Goods in parts, which will be invoiced and paid for separately. Each part Delivery will constitute a separate contract. Any delay in delivery or defect in an Delivery or any part of a Delivery will not entitle the Customer to cancel any other Delivery or part Delivery.

 5. Consignment

• • • Where the Customer is to purchase Goods from Berger by way of Consignment, the Conditions will not apply, and the Parties will negotiate separate terms for the same.

6. Export

• • Subject to any special terms agreed in writing between the Parties, only where the Goods are supplied for export from Germany, the provisions of this clause 6 will apply.
  • Unless otherwise agreed between the Parties in writing, the Goods will be delivered EX WORKS.

7. Specific/Bespoke Goods

• • Where the Customer has requested specific or bespoke Goods, Berger reserves the right to apply a minimum order amount (in terms of quantity and/or cost) which will be agreed between the Parties separately in writing.
  • The Customer acknowledges and accepts that due to their being made to order, all orders for bespoke Goods are non-refundable and/or cancellable and the Customer will be liable to pay for the order in full once accepted by Berger.

8. Returns/Cancellation

• • Berger reserves the right to cancel any Order prior to dispatch, installation (where applicable), or payment (whichever occurs later), without liability to the Customer, except for providing a refund (where the Order has already been paid for).
  • The Customer Agrees that Berger is under no obligation to accept any Customer requests for cancellation or returns, save for where Berger is in breach of clause 9 (warranty).
  • Save for where clause 9 applies or Berger has confirmed that the requested Goods are not in stock after an Order has been accepted, Berger is under no obligation to accept any request/s by a Customer to cancel/return an Order and may do so at their sole discretion.
  • Save for where clause 9 applies or Berger has confirmed that the requested Goods are not in stock, and Berger has accepted a return request (at their sole discretion), by returning or cancelling an Order the Customer agrees that it will be liable to Berger for any costs incurred by Berger, arising out of their acceptance of a return or cancelation, including but not limited to, any incidental costs (including re-stoking fees by suppliers, transport costs etc.), storage costs etc.
  • On cancelation of the Contract/an Order, for any reason the Customer will return all Spandex Materials and any delivered Goods which have not been fully paid for at the Customer’s cost. If the Customer fails to do so, then Spandex may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose save for compliance with this clause5.
  • This does not affect any rights you may have under law.

9. Quality/Warranty

• • Berger warrants that at the time Delivery, the Goods will:
    • conform with their description and any applicable Specification; and
    • be free from material defects in design, material and workmanship; and
    • be of satisfactory quality; and
    • be fit for any purpose held out by Berger.
  • Following Delivery, the manufacturer’s warranty (including any provided duration) will apply. For the avoidance of any doubt, where no such manufacturer warranty period is provided, and save where restricted by law, a warranty of (from the date of manufacture):
    • 12 calendar months for coated textiles; and
    • 24 calendar months for non-coated textiles will apply.

for all other Goods, the statutory minimum warranty will apply (or where permitted, no warranty will be provided).

• Subject to clauses 2, 9.4 and 9.5, only if:
  • the Customer gives notice in writing to Berger within 5 Business Days of discovery, or within 5 Business Days from when the Customer ought to have discovered, that some or all of the Goods do not comply with the warranty set out in clause 1;
  • Berger is given a reasonable opportunity of examining such Goods; and
  • the Customer (if asked to do so by Berger) returns such Goods to Berger’s place of business at Berger’s cost,
  • All goods must be sufficiently packaged and returned in saleable condition

Berger will, at its sole discretion, either repair or replace the defective Goods, or refund the price of the defective Goods in full.

• Berger will not be liable for the Goods’ failure to comply with the warranties set out in clause 1 and 9.2 if:
  • The Customer fails to comply with clause 2;
  • the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
  • the defect arises because the Customer failed to follow Berger’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  • the defect arises as a result of Berger following any drawing, design or specification supplied by the Customer;
  • the Customer fails to follow any instructions/guidance provided by the manufacturer;
  • the Customer incorrectly uses or incorrectly applies the Goods;
  • the Customer alters or repairs such Goods without the written consent of Berger;
  • the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
  • the Goods differ as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Except as provided in clause 2, Berger will have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1 and in any event, their liability will not exceed the limit as provided for in clause 15.
• The any implied terms provided for by law are, to the fullest extent permitted by law, excluded from the Conditions.

Where any Goods have been repaired or replaced, under this clause 9, the remainder of the Warranty Period will apply. Where the Warranty Period has expired, unless otherwise agreed between the parties in writing, there will be no Warranty Period for the repaired/replaced Goods.

10. Title and Risk

Unless otherwise agreed between the parties in writing, risk in the Goods will pass to the Customer on completion of Delivery.

Title in the Goods will not pass to the Customer until the Berger has received in cash or cleared funds, payment in full of the price of the Goods (plus sales tax and other applicable charges) and all other sums which are, or which become due to Berger from the Customer on any account. Where Title in the Goods has not passed, the Customer will hold the Goods as a bailee of Berger.

• Until such a time as title in the Goods has transferred to a Customer, the Customer will, in their capacity as a bailee:
• store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Berger’s property;
• not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• notify Berger immediately if it becomes subject to any of the events listed in clause 1(b) to clause 16.1(d); and
• give Berger such information as Berger may reasonably require from time to time relating to:
• the Goods; and the ongoing financial position of the Customer.

Where the Customer makes a new object from the Goods, whether finished or not, or the Customer mixes the Goods with other any other goods (to form a new object) or the Goods become part of other goods (“New Goods”), Customer agrees with Berger:

• that the ownership of the New Goods immediately passes to Berger;
• that until payment of all sums owing to Berger whether under these Conditions or any other contract, the Customer will hold the New Goods on trust for Berger; and
• if required by Berger, to store the New Goods in a manner that clearly shows the ownership of Berger and in accordance with clause 3 in any event.

Until the Goods are paid for in full, Berger authorises the Customer to sell the Goods as its agent. However, the Customer will not represent to any third parties that it is acting in any way for Berger. Berger will not be bound by any contracts with third parties to which the Customer is a party. The Customer will ensure that:

• records are kept by the Customer of any Goods owned by Berger.
• should the Customer die/cease to exist, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or, being a company, calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, Berger may, at its option, notwithstanding its waiver of such default or failure and without prejudice to its other rights under this contract or require payment in case before or on delivery or may repossess and take over the Goods and dispose of same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale.

Breach of clause 3 will result in all money owing by the Customer to Berger (without affecting any of Berger’s other rights or remedies) becoming immediately due and payable. Once Title in the Goods has passed to the Customer, it is entitled to resell or use the Goods in the ordinary course of its business.