I. Scope / Conclusion of Contract
Orders are executed exclusively on the basis of the following conditions. Deviating regulations must be in writing.
1. The prices quoted in the contractor’s offer are subject to the proviso that the order data on which the offer is submitted remain unchanged, but no later than three months after receipt of the offer by the client. In the case of delivery to third parties, the customer shall be deemed to be the principal, unless otherwise expressly agreed.
The Contractor’s prices do not include VAT.
The prices of the contractor are ex works. They do not include packaging, freight, postage, insurance and other shipping costs if these are not mentioned in the offer.
2. Subsequent changes at the instigation of the client, including the resulting machine downtime, will be charged to the client.
Subsequent changes also include repetitions with multiple set-up or the production of reference copies.
1. Payment must be made immediately upon receipt of the invoice without any deduction. Any cash discount agreement does not cover freight, postage, insurance or other shipping costs. The invoice will be issued under the day of delivery, partial delivery or readiness for delivery (debt, default of acceptance). Bills of exchange are only accepted after special agreement and on account of payment without discount. Discount and expenses are borne by the client. They have to be paid by the client immediately. The contractor is not liable for the timely submission, protest, notification and return of the bill of exchange in the event of non-performance, unless he or his vicarious agent is guilty of intent or gross negligence.
2. In the case of exceptional inputs, a reasonable advance payment may be required.
3. The client, as a new customer of the contractor, makes advance payment until the establishment of permanent business relations.
4. The client can only offset with an undisputed or legally established claim. A client who is a registered trader within the meaning of the German Commercial Code (HGB) is not entitled to any rights of retention. However, the rights under § 320 BGB (German Civil Code) are retained as long as and to the extent that the contractor has failed to fulfill its obligations under Section VI 3.
5. If the fulfillment of the payment claim is jeopardized because of a deterioration in the financial circumstances of the client occurring after the conclusion of the contract, the contractor may demand advance payments, withhold goods not yet delivered and cease further work. The contractor is also entitled to these rights if the customer is in default of payment for deliveries based on the same legal relationship.
6. In the event of late payment, default interest in the amount of 2% above the respective discount rate of the Deutsche Bundesbank is payable. The assertion of further damage caused by default is not excluded hereby.
1. If the contractor has committed to shipping, he will do so for the client with due diligence, but is liable only for intent and gross negligence. The risk passes to the client as soon as the shipment has been handed over to the person carrying out the transport.
2. Delivery dates are only valid if expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date also requires the written form.
3. If the contractor is in default, he must first be granted a reasonable period of grace. After fruitless expiry of the grace period, the client can withdraw from the contract. § 361 BGB remains unaffected.
4. Operational disruptions – both in the operation of the contractor and in that of a supplier -, in particular strikes, lockouts as well as all other cases of force majeure, do not entitle to the termination of the contractual relationship. The principles governing the abolition of the business foundation remain unaffected.
5. The contractor shall be entitled to a right of back-off in accordance with § 369 HGB (German Commercial Code) on the order documents, raw materials and other objects delivered by the client until all due claims from the business relationship have been settled in full.
6. The contractor shall take back packaging within the scope of the obligations imposed on him by the Packaging Ordinance. The client may return packaging at the contractor’s premises during normal business hours upon prior notification in advance, unless he has been designated another collection point. The packaging may also be returned to the contractor upon delivery, unless it has been designated another collection point. Packaging will only be taken back immediately after delivery of the goods, with subsequent deliveries only after timely prior notification and provision. The costs of transporting the used packaging are borne by the client. If a designated collection point is further away than the contractor’s business, the client shall only bear the transport costs that would be incurred for the distance to the contractor’s business. The returned packaging must be clean, free of foreign substances and sorted according to different packaging. Otherwise, the contractor is entitled to demand from the client the additional costs incurred during disposal.
V. Retention of Title
1. The delivered goods remain the property of the contractor until full payment.
2. The following regulations apply only in commercial transactions. The delivered goods remain his property until complete payment of all claims of the contractor against the customer existing on the invoice date. The client is only entitled to resell in the ordinary course of business. The client hereby assigns his claims from the resale to the contractor. The contractor hereby accepts the assignment. At the latest in case of default, the client is obliged to name the debtor of the assigned claim. If the value of this collateral existing for the contractor exceeds its claim by more than 20%, the contractor is obliged to release sureties of the contractor’s choice at the request of the client or a third party affected by the over-security of the contractor.
3. In the case of processing by the contractor and goods in his possession, the contractor is to be regarded as the manufacturer in accordance with § 850 BGB and retains ownership of the products at any time during the processing. If third parties are involved in the processing, the contractor is limited to a co-ownership share in the amount of the invoice value of the reserved goods. The thus acquired property is considered reserved property.
VI. Complaints, Warranties
1. The client has to check the conformity of the delivered goods as well as the preliminary and intermediate products sent for correction in any case. The risk of any defects is transferred to the customer with the declaration of readiness for production, insofar as these are not defects which have arisen or could only be detected in the production process subsequent to the production readiness declaration. The same applies to all other release declarations by the client.
2. Complaints are only allowed within one week after receipt of the goods. Hidden defects which can not be found after the immediate examination must be asserted within the statutory warranty period.
3. In the case of justified complaints, the contractor is obliged – in a way of his choice and to the exclusion of other claims – to rectify and / or replace the goods. This applies up to the value of the order, unless a guaranteed property is missing or the contractor or his vicarious agent is guilty of intent or gross negligence. The same applies in the event of a justified complaint of rectification or replacement. In the case of delayed, omitted or unsuccessful repair or replacement delivery, the customer may demand a reduction of the remuneration (reduction) or cancellation of the contract (cancellation).
4. Defects of a part of the delivered goods do not entitle to the complaint of the entire delivery, unless the partial delivery is of no interest to the client.
5. The contractor is liable for deviations in the quality of the material used only up to the amount of its own claims against the respective supplier. In such a case, the contractor is exempt from liability if he assigns his claims against the supplier to the client. The contractor is liable insofar as claims against the supplier are not made or are not enforceable by the contractor.
6. Subcontracts (including data media) by the client or by a third party who has been engaged by him, are not subject to any examination obligation on the part of the contractor.
7. Additional services or reduced services up to 10% of the ordered circulation can not be objected to. Charged will be the amount sent.
1. In principle, the contractor is only liable to the extent that he has caused damage through intentional or grossly negligent action.
2. Otherwise, the following conditions apply to the liability of the contractor for negligence:
Claims for damages due to consequential damage, from positive breach of contract, culpa in contract conclusion and tort are excluded. If the order relates to wage negotiation or further processing of printed matter, the contractor shall not be liable for the resulting impairment of the product to be processed or further processed. Claims for damages due to impossibility and delay are limited to the amount of the order value (own contribution excluding advance payment and material).
3. The limitations of liability above apply to the same extent for the vicarious agents of the contractor.
4. In commercial transactions, the contractor is always liable only for damage caused by intent or gross negligence.
5. The contractor is not liable if the material provided does not meet the necessary technical requirements (correct direction, no change path, etc.)
VIII. Periodical Work
Contracts for regularly recurring work can be terminated with a notice period of at least 3 months to the end of a month.
IX. Copyright, Property
1. The client is solely liable if the execution of his order violates rights, in particular copyrights of third parties. The client must indemnify the contractor against all claims of third parties for such an infringement.
X. Place of Fulfillment, Jurisdiction, Efficacy
1. The place of fulfillment and place of jurisdiction, if the customer is a registered trader within the meaning of the German Commercial Code or has no common jurisdiction in Germany, for all disputes arising from the contractual relationship (including check, bill of exchange and documentary proceedings) are the registered office of the contractor. The contractual relationship is governed by German law.
The United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. Any ineffectiveness of one or more clauses shall not affect the validity of the remaining clauses.