General Terms & Conditions
I. General - Scope of Application
(1) Our terms and conditions of sale shall apply exclusively. We do not accept any objecting terms of the principal or terms of the principal, which deviate from our terms and conditions, unless we have accepted their applicability explicitly. Our terms and conditions of sale shall also apply, if we perform delivery to the principal without any reservations, although we are aware of the principal’s objecting terms or any terms, which deviate from our terms and conditions.
(2) All agreements entered into between us and the principal for the purpose of performing this contract are set out in this contract in writing.
(3) Our sales conditions shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB (German Commercial Code).
II. Offer - Offer Documents
(1) If the principal’s purchase order can be classified as an offer pursuant to Section 145 BGB, we can accept such an offer within 2 weeks.
(2) The prices mentioned in our offers shall apply under the condition that the order data forming the basis of such an offer has remained unchanged, but for a maximum of four months after the receipt of the offer by the principal.
(3) We retain the right of ownership and copyrights in any illustrations, drawings, cost estimates and other documents. This also applies to written documents marked as “confidential”. The principal needs our express written consent for a disclosure to any third parties.
(1) Unless otherwise indicated in the order confirmation, our prices are “ex works”, excluding packaging, which shall be invoiced separately.
(2) Applicable value added tax is not included in our prices. It is stated separately in the invoice in the applicable amount on the date of invoicing.
(3) We reserve the right to change our prices sufficiently, if cost reductions or cost increases, in particular due to collective agreements or material price changes, have occurred subsequent to the conclusion of the contract. On request, we will furnish proof to the principal there of.
(4) We will charge the principal for any subsequent changes carried out at the principal’s request, including for stoppage of machines as a consequence of such a request. Repeated specimen prints, requested by the principal due to minor deviations from the artwork, shall also be regarded as subsequent changes.
(5) Drafts, designs, specimen prints, samples, final proofs and similar preliminary work, requested by the principal, are invoiced.
IV. Payment Conditions
(1) The invoices (net price plus VAT) are due and payable within 30 days from the invoice date without deduction. If payment is made within 14 calendar days from the invoice date, we grant a discount of 2 % on the invoice amount. However, this does not include any amounts, if stated in the invoice, for design, reproduction, cylinder costs, proofs and corrections as well as freight, postage, insurance and other delivery costs (similar additional costs). With respect to blanket orders, only the first partial delivery shall qualify for a discount. Bills are accepted only after express written agreement and on account of payment without any discounts being granted.
(2) If exceptional preliminary work is required, an advance payment can be requested form the principal.
(3) The principal may only offset any amounts with undisputed or enforceable claims. Rights of retention do not exist; the regulations mentioned in Section 320 BGB shall not be affected.
(4) If we become aware of a negative change in the customer’s financial conditions subsequent to the conclusion of the contract, we have a legal right to an advance payment and/or immediate payment of all outstanding invoices. The work on current orders can be suspended and finished goods can be retained. These rights shall also apply to a late payment due to the unclear financial circumstances of the principal.
(5) The contractor shall have a right of retention pursuant to Section 369 HGB (German Commercial Code) in films, manuscripts, raw materials and other objects provided by the principal until the complete payment of all claims arising out of the business relationship.
(1) We provide for the shipment of the goods with adequate care and diligence on behalf of the principal. We shall effect transport insurance in compliance with the usual provisions of the INCOTERMS.
(2) Transportation packaging used is collected in compliance with the packaging regulations. Reusable systems are to be collected by the principal and provided for collection pursuant to the agreed specifications. The principal shall be liable for damages to or the loss of such reusable systems.
(3) Delivery dates and binding delivery periods are only valid, if they have been confirmed expressly in writing. The delivery period shall be interrupted in respect of time that is necessary to review the printing documents. Subsequent changes and instructions given by the principal shall lead to an adequate extension of the delivery period.
(4) The fulfilment of our delivery obligation is subject to the timely and proper performance of the principal’s obligations. The defence of nonperformance of contract shall be reserved.
(5) If the principal is in default with acceptance or violates culpably other duties of cooperation, we shall be entitled to have the damage incurred by us in this respect, including possible additional expenses, reimbursed. Any further claims are reserved.
(6) If the conditions of paragraph (5) are given, the risk of loss or deterioration of the object sold shall pass to the customer at that point of time, on which it is in default with acceptance or in debtor’s delay.
(7) We shall be liable in accordance with the legal provisions, insofar as the underlying purchase contract is a contract where time is of the essence (Fixgeschäft) within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable pursuant to the legal provisions, if, due to a delay in delivery for which we are responsible, the principal is entitled to assert that its interest in the continued performance of the contract has lapsed.
(8) We shall also be liable pursuant to the legal provisions, if the delay in delivery was due to a contractual violation based on intent or gross negligence on our part; a default on the part of our representatives or vicarious agents shall be regarded as a default on our part. If the delay in delivery is due to an intentional violation beyond our control, our liability for damages shall be limited to the foreseeable damage typical for such contracts.
(9) We shall also be liable pursuant to the legal provisions, if the delay in delivery under our control was due to a culpable violation of a material contractual duty; in this case, the liability shall be limited to the foreseeable damage typical for such contracts.
(10) In addition, we shall be liable for late delivery for each complete week of delay, in the context of lump-sum compensation in the amount of 0.5 % of the shipment value, but no more than 5 % of the shipment value.
(11) Any additional legal claims and rights of the principal are reserved.
VI. Liability for Defects
(1) In order to make any claims due to defects, the principal must have fulfilled properly its duties to inspect and complain owed by the principal pursuant to Section 377 HGB.
(2) In addition, the principal is obliged to review the proof sheets. We shall not be liable for defects recognizable on the proof sheets, if the principal has not complained about such defects when giving the permission to print. This shall also apply to all other permissions.
(3) If a defect exists in our contractual services, the principal shall be entitled, at its option, to subsequent performance in the form of a rectification of the defect or to the delivery of new conforming goods. In the event of a rectification of a defect, we are obliged to pay all expenses necessary within the context of rectification, in particular, transport, travel, working and material costs, insofar as these are not increased due to the fact that the goods sold have been moved to a location other than the place of performance.
(4) If rectification of defects fails, the customer may demand, at its option, reduction of the purchase price or cancellation of contract.
(5) We shall be liable pursuant to the legal provisions, if the principal makes damage claims that are based on intention or gross negligence, including intention and gross negligence of our representatives or vicarious agents. If the claims are not due to intentional violation of contract, the liability for damages is limited to the foreseeable damage typical for such contracts.
(6) We shall be liable pursuant to the legal provisions, if we have violated culpably a material contractual duty; in this case, however, the liability shall be limited to the foreseeable damage typical for such contracts. The liability of only superficial negligence highest to the value of the order.
(7) The liability due to culpable violation of life, body or health shall not be affected; this also applies to mandatory liability pursuant to the product liability law. The product liability has still there the limitation, where this is excluded or restricted by written or case law.
(8) Unless otherwise regulated above, our liability is excluded.
(9) The period of limitation for defect claims is twelve months from the date on which the risk has passed. The period of limitation in the event of a regress against the supplier pursuant to Articles 478, 479 BGB shall not be affected; it amounts to five years from the delivery of the defective goods.
(10) With respect to colour reproductions based on any printing method, minor deviations from the original do not constitute a justified reason for a complaint. The same shall apply to a comparison between proof prints and production print.
(11) We are not obliged to review any supplies (including data carriers) provided by the principal or a third party instructed by it.
(12) A complaint relating to excess or short deliveries of up to 10 % of the print run ordered is excluded. The quantity delivered shall be invoiced. In the event of special paper deliveries of below 1000 kg, the percentage shall be increased to 20 %, between 1000 kg and 2000 kg to 15 %.
VII. Total Liability
(1) Any liability for damages in addition to that set out in Paragraph VI. - irrespective of the legal nature of the claim made - shall be excluded. This applies particularly to damage claims resulting from culpa in contrahendo, due to other violations of duties or due to tortuous damage claims for the deimbursement of physical damage pursuant to Section 823 BGB.
(2) To the extent that our liability for damages is excluded or limited, this applies also to the personal liability of our employees, representatives and vicarious agents.
VIII. Reservation of Title
(1) We retain ownership in the sold object until the receipt of all payments resulting from the delivery contract. In the case of a violation of the contract on the part of the principal, in particular in the case of late payment, we shall be entitled to take back the sold object. The taking back of the sold object on our part does not constitute cancellation of the contract, unless we have declared this expressly in writing. The attachment of the sold object by us shall always be regarded as cancellation of the contract. After acceptance of the sold object, we are entitled to utilize it, and the utilization proceeds are to be offset with the debts of the principal – less adequate costs for such utilization.
(2) The principal is obliged to treat the object sold with care and, in particular, to insure it adequately at its own cost at the reinstatement value against damage from to fire, water and theft. If any maintenance and inspection work is necessary, this shall be performed by the principal at his own cost and within the due time.
(3) In the case of attachment or other interventions of third parties, the principal shall notify us immediately in writing so that we are able to file a suit pursuant to Section 771 ZPO (German Code of Civil Procedure). If the third party is not able to reimburse us for the judicial and extra-judicial costs of a suit pursuant to Section 771 ZPO, the principal shall be liable to pay the costs incurred by us.
(4) The principal shall be entitled to resell the goods within its normal course of business. However, it shall assign to us right now all claims in the amount of the final invoice amount (including VAT) of our claim, which it accrues towards its purchasers or third parties due to the resale of the goods, irrespective of whether the goods were sold without or after processing. We herewith accept this assignment. The principal remains authorized to collect this debt, including after the assignment. Our right to collect the debt ourselves shall not be affected. We undertake, however, not to collect the debt, as long as the principal fulfils its payment obligations from its proceeds, is not in delay with payment, and does not file an application for opening bankruptcy or settlement or insolvency proceedings or no stoppage of payments has occurred. If this is the case, we may request the principal to notify us about the assigned claims and the relevant debtors, to provide all information necessary for the collection, to furnish all accompanying documents and to inform the debtors (third parties) about such assignments.
(5) The processing or redesigning of the sold object by the customer is always effected on our behalf. If the sold object is processed together with other objects, which are not our property, we acquire co-ownership in the new object in proportion to the value of the sold object (final invoice amount, including VAT) to the other objects processed, at the date of processing. For goods resulting from processing, the same rules as for the goods supplied under a reservation of title shall apply.
(6) If the object sold is inseparably combined with other objects, which are not our property, we shall acquire co-ownership in the new object in proportion to the value of the object sold (final invoice amount including VAT) to the other objects combined, at the date of combination. If the combination is effected in such a manner that the object of the customer is to be regarded as the main object, it shall be deemed as agreed that the customer transfers proportionate co-ownership to us. The customer shall hold in safe custody for us the sole ownership or co-ownership thus created.
(7) In order to secure our claims against the customer, the customer shall also assign to us the claims, which it accrues against a third party from the combination of the object sold with real estate. We accept this assignment as well.
(8) We undertake to release our securities at the customer’s request to the extent by which the realizable value of our securities exceeds the claims to be secured by more than 10 %; we have the right to choose the securities to be released.
IX. Corporate Property – Copyright – EAN Code – Imprint
(1) Corporate assets necessary for production remain our property, even if these are invoiced (on a prorata basis). The principal has no claim for return in this respect.
(2) The copyright and the right of reproduction with respect to our own drafts, designs, originals specimen prints, films and similar remains with us.
(3) The principal shall release us from all claims of third parties, which are made against us in respect of orders carried out for the principal due to the violation of commercial property rights of third parties.
(4) The CCG guidelines and GS 1 Germany guidelines for EAN-code shall apply - the principal shall be liable for the correctness of the code number indicated by it.
(5) With the principal’s consent, we shall be entitled to refer on the contractual products in an adequate manner to our company. The principal may refuse this consent only if it has a major interest in doing so.
X. Place of Jurisdiction - Place of Performance
(1) If the principal is a merchant, our registered office shall be the place of jurisdiction. However, we are also entitled to sue the principal at the local court of its domicile.
(2) The substantive law of the Federal Republic of Germany shall be applicable, the provisions of the UN Convention on Contracts for the International Sale of goods being excluded.
(3) Unless otherwise stated in our order confirmation, our corporate seat shall be the place of performance.
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