These General Terms and Conditions of Business, Payment and Delivery apply to all business relationships with entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law. Corresponding orders shall be executed exclusively on the basis of the following terms and conditions; other terms and conditions shall not become part of the contract, even if we do not expressly object to them. § Section 305b BGB remains unaffected.
- The prices stated in the offer or the price list shall apply subject to the proviso that the order data on which the offer was based remain unchanged.
In the case of orders with delivery to third parties, the Purchaser shall be deemed to be the Client, unless otherwise expressly agreed. The contractor's prices do not include value added tax. The contractor's prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.
- Subsequent changes at the instigation of the client will be charged to the client. Subsequent changes include, for example, a new, modified data delivery, text changes or colour changes/adjustments.
- Sketches, drafts, sample typesetting, proofs, changes to supplied/transferred data and similar preliminary work initiated by the client will be charged.
- Payment shall be made immediately upon receipt of the invoice without any deduction. Any discount agreement does not apply to freight, postage, insurance or other shipping costs. The invoice shall be issued under the date of delivery, partial delivery or readiness for delivery (debt to be discharged at the place of performance, default of acceptance).
- In the event of extraordinary advance performance, reasonable advance payment may be demanded.
- The Client may only offset or exercise a right of retention against an undisputed or legally established claim. This shall not apply to any claims of the Client directed towards completion or defect removal costs.
- If it becomes apparent after conclusion of the contract that the fulfilment of the payment claim is jeopardised by the client's lack of ability to pay, the contractor may demand advance payment, withhold goods not yet delivered and stop further work. The contractor shall also be entitled to these rights if the client is in default of payment for proper deliveries based on the same legal relationship. § Section 321 II BGB remains unaffected.
- If the Client does not pay the price including the ancillary costs in accordance with Section II ("Prices") within 10 days of receipt of the invoice, he shall be in default even without a reminder. In the event of default in payment, interest on arrears shall be payable at a rate of 9 percentage points above the base interest rate. This does not exclude the assertion of further claims.
- The delivery period shall be agreed individually or stated by the contractor upon acceptance of the order.
- The contractor is only entitled to make partial deliveries if
- the partial delivery is usable for the Client within the scope of the contractual intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the Client does not incur any significant additional expenses or costs as a result.
- If the goods are to be dispatched, the risk of accidental loss and accidental deterioration of the goods shall pass to the Client as soon as the consignment has been handed over to the person carrying out the transport.
- If the contractor delays the performance, the client may only exercise the rights under Section 323 of the German Civil Code (BGB) if the contractor is responsible for the delay. A change in the burden of proof is not associated with this regulation.
- Operational disruptions for which the contractor is not responsible - both in the contractor's business and in that of a supplier - such as strikes, lockouts and all other cases of force majeure, shall only entitle the contractor to terminate the contract if the client can no longer reasonably be expected to wait any longer, otherwise the agreed delivery period shall be extended by the duration of the delay. However, termination is possible at the earliest four weeks after the occurrence of the operational disruption described above. Liability of the contractor is excluded in these cases.
- The contractor shall have a right of retention in accordance with § 369 of the German Commercial Code (HGB) in respect of the printing and stamping templates, manuscripts, raw materials and other items supplied by the client until all due claims arising from the business relationship have been met in full.
- In the case of call orders, the principal shall be obliged to accept the entire quantity on which the call order is based. The client's call-off obligation constitutes a primary obligation. In the absence of any other agreement, an acceptance period of 12 months shall apply to call orders, calculated from the date of the order confirmation. If acceptance has not taken place by this time, the contractor is entitled to set the client a deadline of two weeks for acceptance of the order quantity still to be accepted. After fruitless expiry of this period, the contractor has the choice of either demanding advance payment of the purchase price and delivering the remaining quantity in full or withdrawing from the contract in accordance with § 323 BGB. Further rights of the contractor, such as the right to claim damages, shall remain unaffected.
RESERVATION OF TITLE
- The delivered goods shall remain the Contractor's property until full payment of all claims of the Contractor against the Client existing on the invoice date. These goods may neither be pledged to third parties nor assigned as security before full payment has been made. The client must inform the contractor immediately in writing if and insofar as third parties seize the goods belonging to the contractor.
- The Client is only entitled to resell the goods in the ordinary course of business. The Client hereby assigns its claims from the resale to the Contractor. The contractor hereby accepts the assignment. If the realisable value of the securities exceeds the claims of the contractor by more than 10 %, the contractor shall - at the request of the client - release securities of its choice.
- In the event of treatment or processing of goods delivered by the contractor and owned by him, the contractor shall be regarded as the manufacturer in accordance with § 950 BGB and shall retain ownership of the products at all times during processing. If third parties are involved in the treatment or processing, the contractor is limited to a co-ownership share amounting to the invoice value (final invoice amount incl. VAT) of the reserved goods. The property thus acquired shall be deemed to be reserved property.
COMPLAINTS / WARRANTIES
- The client must in any case immediately check the contractual conformity of the goods as well as the preliminary and interim products sent for correction. The risk of any errors shall pass to the client with the declaration of readiness for printing/readiness for production, insofar as these are not errors which only arose or could only be detected in the production process following the declaration of readiness for printing/readiness for production. The same applies to all other release declarations of the client.
- Obvious defects must be reported in writing within a period of one week from receipt of the goods, hidden defects within a period of one week from discovery; otherwise the assertion of the warranty claim is excluded.
- In the event of justified complaints, the Contractor shall initially be obliged and entitled to choose between rectification of defects and/or replacement delivery. If the contractor does not fulfil this obligation within a reasonable period of time or if the rectification fails despite repeated attempts, the client may demand a reduction of the remuneration (abatement) or cancellation of the contract (withdrawal).
- Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer.
- In the case of colour reproductions in all production processes, minor deviations from the original cannot be objected to. The same applies to the comparison between other originals (e.g. digital proofs, press proofs) and the final product. Furthermore, liability for defects that do not or only insignificantly impair the value or usability is excluded.
- Deliveries (including data carriers, transmitted data) by the Client or by a third party engaged by the Client shall not be subject to any duty of inspection on the part of the Contractor. This does not apply to data that is obviously unprocessable or unreadable. In the case of data transmissions, the Client shall use state-of-the-art computer virus protection programs prior to transmission. Data backup is the sole responsibility of the Client. The contractor is entitled to make a copy.
- The Contractor shall be liable
- for culpable injury to life, limb or health, and
- for other damage caused intentionally or by gross negligence, even if the breach of duty is based on correspondingly culpable conduct on the part of a legal representative or a vicarious agent.
- The Contractor shall also be liable in the event of a slightly negligent breach of material contractual obligations, including by its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place, whose breach jeopardises the achievement of the purpose of the contract and on whose compliance clients may rely. Liability in this respect is limited to the foreseeable, contract-typical damage according to the type of product.
- The contractor is ultimately liable
- in case of fraudulently concealed defects and assumed guarantee for the quality of the goods as well as
- in the case of claims under the Product Liability Act.
- In all other respects, the Contractor's liability is excluded. This also applies to liability for constant and uninterrupted availability of the online distribution system; data communication via the Internet cannot be guaranteed to be error-free and/or available at all times, even according to the current state of the art.
Claims of the Client for warranty and damages (Sections VI. and VII.) shall become statute-barred after one year beginning with the (delivery) of the goods, with the exception of the claims for damages mentioned in Section VII. 2. This does not apply if the contractor has acted fraudulently.
In commercial transactions, the trade customs of the printing industry apply (e.g. no obligation to hand over intermediate products such as data, lithos or printing plates created for the production of the final product owed), unless a deviating order has been placed.
Products to which the Client is entitled, in particular data and data carriers, shall only be archived by the Contractor beyond the time of handover of the end product to the Client or its vicarious agents after express agreement and against special remuneration. If the aforementioned items are to be insured, this shall be arranged by the Client itself in the absence of an agreement.
The Client assures that the rights of third parties, e.g. copyrights, trademark rights or personal rights, are not infringed by his order specifications, in particular by templates supplied by him. In this respect, the Client shall fully indemnify the Contractor against all claims of third parties, including the costs of legal defence and/or prosecution.
PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW
The place of performance and jurisdiction for all disputes arising from the contractual relationship shall be the Contractor's registered office if the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. German law shall apply to the contractual relationship.