General terms and Conditions of business
§ 1 Validity of the terms and Conditions
These General Terms and Conditions apply to all goods, services and offers. They shall therefore govern all future business relations, even without being re-agreed. The Customer‘s Terms and Conditions are hereby repudiated. Any deviations from these Terms and Conditions are only effective if they have been explicitly confirmed in writing.
§ 2 offer and formation of the contract
All offers are subject to change without notice and are non-binding. Statements of acceptance, all purchase orders and agreements with the Seller‘s representatives or employees require confirmation by management in order to be legally valid. Such confirmation must be given in writing, by fax or by e-mail. Written assurances given by representatives must also be confirmed by management. Drawings, illustrations, measurements, weights and other technical data are only binding if this is expressly agreed in writing. If the Customer is in default in the case of contract and call-off orders, after receiving a written reminder by the Seller, and the Seller has demanded the payments that are due, the reminder does not have to threaten to refuse to accept performance. On the expiry of the time limit, the Seller has the right to claim damages due to non-performance or to rescind the contract.
§ 3 printed material
Orders on the basis of special templates automatically imply an order of the necessary drafts, drawings, templates, films, printing plates, rollers or tools at cost price on a pro rata basis. Details provided by our commercial travellers concerning the approximate estimated amount of the pro rata cost prices are not binding. Even after the full payment of the pro rata costs that are charged, we remain the co-owners of these items. The contracting parties may only dispose jointly of these items. The Seller, however, shall have the sole right of possession. The Seller undertakes to store all items with care. Printing materials that have become useless due to natural wear and tear or storage will be produced a new for the follow-up order and charged for once again on a pro rata basis. If the printing materials are not sent in good time or if the printing or production licence is returned, the Seller, after setting a deadline of 10 days, shall have the right to rescind the contract. The consequences are set out in Article 9(2) of these Terms and Conditions.
§ 4 industrial property rights and data storage
The copyright to drafts, designs, drawings and sketches that we provide, along with the right of duplication in any process and for any purpose, remains solely with the Seller. Goods produced by the Seller may be provided with the manufacturer‘ s label. It is deemed agreed that the Customer‘s data will be processed and stored on the basis of the Data Protection Act.
§ 5 time of performance and delivery
The delivery period commences on the clarification of all documents necessary to perform the contract, particularly after the Customer has obtained all the necessary printing plates, tools and printing permits. Delivery dates or delivery periods that have been agreed as binding or non-binding must be recorded in writing. If an order is subsequently altered, the Seller shall no longer be bound by the delivery period originally promised. Cases of force majeure, even if they occur during a delay, shall entitle the Seller to postpone the delivery of the goods or the performance of the services for as long as the hindrance lasts and for the duration of a reasonable start-up period. If it becomes unreasonable for either of the parties to perform the contract, the party in question may rescind the contract in cases of force majeure. All circumstances that make it considerably more difficult or impossible for the Seller to deliver the goods or perform the services shall be considered cases of force majeure, e.g. monetary measures and measures in relation to commercial policy or other governmental measures, strikes, lockouts, operational disruptions and the obstruction of traffic routes, regardless of whether such circumstances affect the Seller or a supplier of the Seller. If an agreed delivery date is exceeded by more than 8 weeks, the Customer shall have the right to set the Seller an extended deadline of 4 weeks once such details have been clarified. If this extended deadline expires to no avail, the Customer, by giving written notice, may cancel the goods and services that have not yet been shipped/provided by the end of the extended deadline. The Customer only has the right to rescind the entire contract if the partial services already provided are uninteresting for the Customer. Excess or short deliveries will be avoided if possible, but shall represent no cause for complaint as long as they do not exceed 20%.
§ 6 packaging and shipping
Goods sold by weight will be weighed and charged for gross for net. There will be no charge for packaging in the case of goods sold by unit, as long as this is not a special packaging. The goods will be shipped by the method we choose and at the customer´s risk. If nothing else is agreed, we deliver Ex Works. The freight costs will be borne by the buyer. Additional costs for express shipments and postage will also be borne by the buyer.
§ 7 Qualities
The paper and film / foil qualities depend on the raw materials available.
Differences in quality, colour, dimensions and weight shall not be grounds for
complaint unless the following tolerances are exceeded or not reached:
Thickness of film/foil: + /– 20%
Weight of paper: + / – 5%
Width of roll: + / – 5 mm
Sheet format: + / – 5 mm
Paper bag in breadth, height and depth: + / – 3 mm
Carrier bags in breadth, height and depth: + / – 5%
§ 8 warranty
If the goods and services to be supplied should have substantial defects, the Seller shall generally be granted the right to remedy the defect. The Seller may choose to repair the defect or to deliver an item that is free of defects. If this fails to remedy the defect, the Customer shall have the legal rights due in such a case. The Seller shall only be obliged to remedy significant defects. A defect is particularly insignificant if only 3% of the total volume gives cause for complaint, regardless of whether the defect lies in the material, the workmanship or the printing. Written notice of any defects must be given within one week of the receipt of the goods at the latest.
§ 9 payment
If nothing else is agreed, invoices are payable upon issue of invoice, without any deductions. The Seller is entitled to first credit any payments against the Customer‘s older debts, even if the Customer gives directions to the contrary; in this case the Seller will immediately notify the Customer of the type of setoff that has taken place. If costs and interest have already been incurred, the Seller is entitled to first credit the payment against the costs, then against the interest and only then against the main debt. Payment shall not be deemed remitted until the Seller can dispose of the amount in question. If Buyer is late in fulfilling any payment obligations, all existing claims shall become due immediately. Payments made by bills of exchange must be agreed in advance. The expenses for the bill of exchange shall be borne by the drawer. No cash discounts are allowed if payment is made by a bill of exchange. If the Customer does not pay by the due date, the Seller has the right to charge default interest at a rate of 5 per cent above base rate in accordance with section 1 of the German Discount Rate Transition Act (Diskontüberleitungsgesetz, DÜG). It is explicitly agreed that the Customer shall be allowed to prove that the default caused no loss at all or a significantly lower loss than the flat charge. The Customer may only set off claims against the Seller‘s claims if the Customer‘s counterclaim is undisputed or the Customer has a lawful title; the Customer may only exercise a right of retention if this is based on claims under the same contractual relationship. The Seller has the right to assign the claims arising from the business relationship.
§ 10 reservation of title
The Seller reserves title to the goods until the settlement of all of the Seller‘s claims against Buyer under the business relationship, including future claims from contracts formed concurrently or at a later date. This also applies if individual claims by the Seller or all of the Seller‘s claims have been included in a current account and the balance has been drawn and is recognised. Buyer only has the right to resell the goods under reservation of title in the ordinary course of business if it now assigns to the Seller the full amount of all claims against customers or against third parties as a result of the resale. Buyer has the right to collect these claims even after the assignment. This shall not affect the Seller‘s right to collect the claims itself, but the Seller promises not to collect the claims as long as Buyer properly complies with its payment obligations and other obligations. The Seller may demand that Buyer notifies the Seller of the assigned claims and the debtors in question, providing all details needed in order to collect the claims, handing over the accompanying documents and notifying the debtors that the assignment has taken place. If the Seller arranges for Buyer to pay the purchase price by way of a bill of exchange, the reservation of title and the claim from deliveries of goods underlying the reservation of title shall not be extinguished until Buyer honours the bill of exchange as drawee. The Seller has the right to demand the surrender of its property at any time and especially to exercise the right to separate or assign the claim to consideration in insolvency proceedings if the fulfilment of its claims by Buyer is jeopardised, especially if insolvency proceedings are instigated against the latter or Buyer‘s financial circumstances significantly deteriorate. The assertion of the reservation of title and seizures of the delivery items by the Seller shall not be regarded as a rescission of the contract. In the case of seizures and confiscations of the goods under reservation of title or other dispositions or interventions by third parties in respect of the Seller‘s rights, the Buyer must notify the Seller immediately and, in consultation with the Seller, do all that is necessary in order to avert the risk. If it should be necessary in order to protect the goods under reservation of title, the Buyer, at the Seller‘s request, shall assign its claims to the Seller. Buyer shall be liable for all damage and expenses – including court costs and lawyers‘ fees – that the Seller suffers or incurs through measures taken to prevent intervention by third parties.
§ 11 Choice of law, place of jurisdiction, severability
These Terms and Conditions and the entire legal relations between the Seller and the Customer shall be governed by the law of the Federal Republic of Germany. If the Customer is a registered trader within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB), a legal entity under public law or a separate public sector fund, the sole place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship shall be 76437 Rastatt, Germany. If any provision of these Terms and Conditions or any provision of any other agreements should be or become void, this shall not affect the validity of the remaining provisions or agreements. General terms and Conditions of business