These General Terms and Conditions of Business, Payment and Delivery shall apply to all business relations 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. § 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 Customer 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 color 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 upon collection, default of acceptance).
- In the event of extraordinary advance performance, reasonable advance payment may be required.
- 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, after conclusion of the contract, it becomes apparent that the fulfillment of the payment claim is jeopardized by the Customer'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 Customer is in default of payment for proper deliveries based on the same legal relationship. § Section 321 II BGB shall remain unaffected.
- If the Client does not pay the price including the ancillary costs pursuant to 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. The assertion of further claims shall not be excluded hereby.
- The delivery period shall be agreed individually or specified by the Contractor upon acceptance of the order.
- The Contractor shall only be entitled to make partial deliveries if
- the partial delivery is usable for the customer within the scope of the contractual intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the customer does not incur any significant additional expenses or costs as a result.
- If the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods shall pass to the Customer as soon as the shipment has been handed over to the person carrying out the transport.
- If the Contractor delays performance, the Customer may only exercise the rights under Section 323 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 Customer 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 shall be possible no earlier than 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 Section 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 satisfied in full.
- In the case of call orders, the Customer shall be obliged to accept the entire quantity on which the call order is based. The call-off obligation of the customer shall constitute 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 shall be entitled to set the Customer a deadline of two weeks for acceptance of the order quantity still to be accepted. After fruitless expiry of this period, the Contractor shall have the option either to demand advance payment of the purchase price and to deliver the remaining quantity in full or to withdraw from the contract in accordance with § 323 BGB. Further rights of the Contractor, such as the right to claim damages, shall remain unaffected.
RETENTION 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 transferred by way of security before payment has been made in full. The Customer shall immediately notify the Contractor in writing if and to the extent that third parties seize the goods belonging to the Contractor.
- The Customer shall only be entitled to resell the goods in the ordinary course of business. The Customer hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment. If the realizable value of the securities exceeds the claims of the Contractor by more than 10 %, the Contractor shall - at the request of the Customer - release securities of its choice.
- In case of treatment or processing of goods delivered by the Contractor and owned by it, the Contractor shall be deemed to be the manufacturer pursuant to § 950 BGB (German Civil Code) and shall retain ownership of the products at any time of processing. If third parties are involved in the treatment or processing, the Contractor shall be limited to a co-ownership share in the amount of 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 customer shall 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 Customer upon the declaration of readiness for printing/readiness for production, unless these are errors which only occurred or could only be detected in the production process following the declaration of readiness for printing/readiness for production. The same shall apply to all other release declarations of the Customer.
- 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 obligated and entitled to rectify the defect and/or make a replacement delivery at its discretion. If the Contractor fails to meet this obligation within a reasonable period of time or if the rectification fails despite repeated attempts, the Customer may demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal).
- Defects of a part of the delivered goods do not entitle to complain about the entire delivery, unless the partial delivery is of no interest for the customer.
- In the case of color reproductions in all manufacturing 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 affect the value or usability is excluded.
- Deliveries (including data carriers, transmitted data) by the Client or by a third party engaged by it shall not be subject to any duty of inspection on the part of the Contractor. This does not apply to data that is obviously not processable or not readable. 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 is liable
- for culpable injury to life, limb or health and
- for other damages caused intentionally or by gross negligence, even if the breach of duty is based on corresponding culpable conduct 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 fulfillment makes the proper execution of the contract possible in the first place, whose violation jeopardizes the achievement of the purpose of the contract and on whose compliance Clients may rely. Liability in this respect is limited to the foreseeable damage typical for the contract according to the type of product.
- The contractor is finally liable
- in case of fraudulently concealed defects and assumed guarantee for the quality of the goods as well as
- in the case of claims arising from 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 Customer 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 shall not apply if the Contractor has acted fraudulently.
In commercial transactions, the commercial customs of the printing industry shall apply (e.g. no obligation to surrender intermediate products such as data, lithos or printing plates created for the production of the final product owed), unless a different 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 violated 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 defense 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 registered office of the Contractor if the Customer 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.