General Terms and Conditions
I. Scope of applicability/conclusion of contract
Orders are processed solely on the basis of the following terms and conditions. Deviating arrangements require written confirmation.
- The prices specified in the contractor’s offer are applicable, subject to the proviso that the order data underlying the submitted offer remain unchanged for at most four months following receipt of the offer by the customer. For orders involving delivery to third parties, the ordering party is considered to be the customer, unless expressly agreed otherwise. The contractor’s prices do not contain value-added tax. The contractor’s prices are ex works. They do not include packaging, freight, postage, insurance, or other shipping costs.
- Subsequent changes made at the customer’s request, including any machinery downtime this causes, will be charged to the customer. Subsequent changes are also considered to be the repeating of sample prints that are requested by the customer on account of minor deviation from the template.
- Sketches, drafts, sample typesetting, sample prints, form proofs, changes to delivered/transmitted data and similar preliminary work requested by the customer will be charged. The same applies to data transmissions (e.g. via FTP server).
- Payment is due immediately upon receipt of the invoice and without any deductions. Any discount for early payment is to be addressed in a separate agreement. Interest and expenses are for the customer’s account. They must be paid by the customer immediately. The contractor is not liable for the timely presentation, protest, notification, or reversing of the bill of exchange in the event it is not honoured, unless it or its agent acted with wilful misconduct or gross negligence.
- In the case of unusual preliminary services, a reasonable advance payment may be requested.
- The customer may set off or exercise a right of retention only with a claim that is uncontested or has been reduced to an enforceable judgment.
- If satisfaction of the payment claim is jeopardised by a material deterioration in the customer’s financial circumstances that became known after contract conclusion, the contractor may request advance payment, retain goods that have not yet been delivered, and cease continuing to work. The contractor is also entitled to these rights where the customer is in default in the payment of deliveries that are based on the same legal relationship.
- In the event of default in payment, we are entitled pursuant to section 288 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) to charge default interest in the amount of 8% over the relevant base interest rate of the European Central Bank, starting, at the latest, 30 days after the invoice was sent. The foregoing does not preclude the assertion of greater damage from default.
- If the goods are to be shipped, risk passes to the customer once the shipment has been handed over to the person carrying out the transport.
- Delivery dates are valid only if they are expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation as to the delivery date must also be given in writing.
- If the customer is in default, a reasonable grace period is initially to be given to it. After fruitless expiry of the grace period, the contractor may rescind the contract. Section 361 BGB remains unaffected.
- In the event of operational disruptions – both at the contractor’s facility and at that of an input supplier – such as strikes, lock-outs and all other cases of force majeure, the contract may be terminated only if the customer can no longer be reasonably expected to await resolution. Otherwise, the agreed delivery date is extended by the duration of the delay. However, termination is not possible until four weeks after occurrence of the above-described operational disruption. The contractor’s liability in such cases is precluded.
- In commercial dealings, the contractor is entitled to a right of retention pursuant to section 369 of the German Commercial Code (Handelsgesetzbuch, HGB) concerning print and stamp templates, manuscripts, raw materials and other items delivered by the customer until payment in full of all claims due and owing under the business relationship.
V. Retention of title
- The contractor retains title to the delivered goods until payment in full.
- The following arrangement applies only to commercial dealings: The contractor retains title to the delivered goods until payment in full of all of its outstanding claims against the customer as at the invoice date. The customer is entitled to resell the goods only in the ordinary course of business. The customer hereby assigns to the contractor its claims from the resale. The contractor hereby accepts the assignment. At the latest in the case of default, the customer is obligated to notify the debtor of the assigned claim. If the value of the collateral provided to the contractor exceeds its claim by a total of more than 20%, then at the request of the customer or of a third party impaired by the contractor’s excess collateral, the contractor is obligated to release such collateral as it may choose.
- In the event that the goods delivered by the contractor to which it retains title are processed, the contractor is to be considered the manufacturer pursuant to section 950 BGB and retains title to the products at every stage of processing. If third parties are involved in processing, the contractor is limited to a co-ownership share in the amount of the invoiced value of the goods subject to retention of title. Title acquired in this way is considered to be retained title.
- The customer must in every case inspect the delivered goods as well as the preliminary and interim products sent for proofing, for their consistency with the contract. The risk of any defects passes to the customer with the declaration of print/manufacturing readiness, unless the defects first arose during the manufacturing process following the declaration of print/manufacturing readiness or were first able to be ascertained at that point. The same applies to all other approval declarations by the customer.
- Objections are permissible only within one week following receipt of the goods. Latent defects that cannot be found following prompt investigation must be claimed within the statutory warranty period.
- In the event of justified objections, the contractor is obligated, at its choice, to repair and/or to provide replacement delivery under exclusion of other claims. In the case of delayed, omitted, or failed repair or replacement delivery, the customer may demand reduction of the purchase price or rescission of the contract.
- Defects in a part of the delivered goods do not entitle the customer to object to the entire delivery, unless the customer has no interest in partial delivery.
- With respect to colour reproductions in all manufacturing processes, minor deviations from the original may not be objected to. The same applies to the comparison between other templates (e.g. digital proofs, prints) and the end product.
- The contractor is liable for deviations in the quality of the employed materials only up to the amount of the order value.
- The contractor is under no obligation to inspect the materials supplied by the customer or a third party engaged by it (including data storage media, transmitted data). The foregoing does not apply to data that are evidently incapable of processing or are not readable. With regard to data transmissions, the customer must deploy state-of-the-art anti-virus computer programs prior to transmission. The customer is solely responsible for making back-up copies of the data. The contractor is entitled to make a copy.
- Over- or under-deliveries of up to 10% of the ordered quantity may not be objected to. The delivered amount is charged. In the case of deliveries of custom paper orders under 1,000 kg, the percentage increases to 20%, under 2,000 kg, to 15%.
- The contractor is liable only for damages caused by wilful misconduct or grossly negligent action, as well as in the event of breach of material contractual duties, provided that achievement of the contract purpose is jeopardised, in the event of lack of assured features and in cases of mandatory liability under the German Product Liability Act (Produkthaftungsgesetz). In the event of culpable breach of material contractual duties, liability is limited to foreseeable damages typical of the contract.
- The same principles apply to the liability of the contractor’s agents.
- If claims for compensation of damages are asserted, they must be asserted by lawsuit within four months of the contractor’s written rejection of them. Later assertion is precluded, unless proceedings to secure evidence have been introduced.
VIII. Commercial custom
In commercial dealings, the commercial customs of the printing industry are applicable (e.g. no duty to turn over interim products, like data, lithographs, or printing plates, that were created for the purpose of manufacturing the end product owed), unless the order specifies otherwise.
Products to which the customer is entitled, including data and data storage media, are archived beyond the date of delivery of the end product to the contractor or its agents only pursuant to express agreement and in exchange for separate compensation. If the aforementioned items are to be insured, the customer must arrange for same itself, absent any agreement in this respect.
X. Periodic work
Contracts concerning regularly recurring work may be terminated with at least three months’ notice, effective at the end of a month.
XI. Industrial property rights/copyright
The customer is exclusively liable in the event that the processing of its order infringes third-party rights, including copyrights. The customer must indemnify the contractor against all third-party claims based on such an infringement of rights.
XII. Place of performance, place of jurisdiction, effectiveness
- If the customer is a merchant within the meaning of the HGB or does not have a general place of jurisdiction in Germany, the contractor’s registered office is the place of performance and the place of jurisdiction for all disputes arising under the contractual relationship, including legal actions concerning cheques, bills of exchange and notarial instruments. German law is applicable to the contractual relationship. The United Nations Convention on Contracts for the International Sale of Goods is precluded.
- If one or more provisions are ineffective, the effectiveness of all other provisions is not affected.