Rudolf Leonhard Straße 54
I. scope and conclusion of contract
The offers, deliveries and services the contractor provides will only be allocated according to the following terms and conditions. These terms apply to any further business relation even if they will not be specifically reconfirmed. By execting the order you confirm these general terms and conditions as confirmed. Confirmations of the applicant considering his own terms and conditions without written agreement will not become an integral part of the contract
1. Prices mentioned in the offer of the contractor are according to the condition that the order details based on the tendering remain unmodified - but not longer than 2 months after the applicant received the offer. For orders including delivery to a third party the orderer will be presumed as the addressor - unless otherwise provided herein . All our prices are quoted ex works. They do not include freight, postage, insurance or other postal costs and do not include the applicable statutory value-added tax.
2. Additional modifications at the applicant`s instance including the caused printing machine breakdown will be charged to the applicants costs. As additional modifications will be also considered repeated press proofs which are demanded by the applicant because of marginal aberrations from the master. The invoice will be made out the day of delivery, partial delivery or readiness for delivery (debt collectible by the creditor, default of acceptance). Bank discount and charges bears the applicant. Invoices are payable immediately.
3. In case of unusual advance performance the contractor is justified to demand an adequate advance payment.
4. The orderer may only offset such claims against our own that are undisputed or legally recognized. An applicant who is a registered trader for the purpose of the HGB is not entitled any retention of goods. However the rights of § 320 BGB retain as far as the orderer will not meet his obligations of paragraph IV.3..
5. If after placing the order the fulfilment of the pecuniary claim is endangered due to a decline of the orderers financial circumstances, the contractor will be justified to withold not yet supplied goods as well as to cancel any continued processing. These rights are also entitled to the contractor if the orderer is in default of payment for deliveries which are based on the same judical matter.
6. In default of payment the orderer shall pay 5 percentage points default interest above the prime rate of the bundesbank (now european central bank) . This shall not affect the right to claim further damages (if any).
1. The contractor shall undertake to deliver the goods for the orderer with reasonable care . However the contractor shall be liable for damages only in cases of intention or gross negligence. As soon as the shipment leaves the company all risk is transferred to the orderer. The responsibilities of the orderer due to paragraph VI 1 and 2 will remain unaffected.
2. Delivery dates shall only be valid if stated explicitly by the contractor. In case the contract is confirmed in writing also the validation of the delivery date is required in writing. Production times as well as delivery times shall be counted in working days whereby only the days from Monday to Friday are agreed to be working days.
3. In the event that the contractor defaults on delivery, at first a fixed reasonable period for performing his part shall be granted. After an unsuccessful expiration of this period the orderer is justified to withdraw from the contract. Paragraph §361 BGB will remain unaffected.
4. Blockages - both in the company of the contractor and in the company of any sub-contractor - in particular strike, lockout as well as
damage caused by act of god will not authorise to terminate the contractual relationship. The fundamentals about the frustration of contract will remain unaffected.
5. The contractor is entitled to retain print or stamp artwork, scripts, raw materials or any further subjects until the outstanding debts deriving from the business relationship were fully met ( due to paragraph 369 HGB).
6. In line with the incumbent responsibilities defined by the regulation of packaging the contractor takes packages back. The orderer may pass packages back to the contractor`s company with an early enough announcement within usual business hours unless any other collection point is announced. The packages may be also passed back to the contractor on delivery unless any other collection point is announced to him. Packages will be only taken back just on delivery of the goods; packages of following deliveries will be only accepted if announced early enough and provided. The costs for the transport of the used packages bears the orderer. If a collection point for packages is more distant than the contractor`s company, the orderer bears solely the transport costs that will occur for the distance to the contractor`s company. The passed back packages have to be clean, free from impurities and sorted by different kinds of packages, otherwise the contractor is justified to claim the additional costs for disposal from the orderer.
IV. reservation of proprietary rights
1. The delivered goods are considered our property until payment in full has been received.
2. The arrangements listed below apply only to business dealings: The delivered goods are considered our property until payment in full of any outstanding account from the date of invoice has been received. Resale shall only be allowed to the orderer within a proper contractual relationship. Therefore the orderer has to assign to the contractor all claims he may have arising from resale. The contractor hereby accepts the assignation. At the latest, in the event of delay the orderer is obligated to name the debitor of the assigned book account. If so requested by the customer or a third party affected by over-collateralisation , we shall be obliged to release the securities due to us, insofar as the realizable value of our securities exceeds the claim to be secured by more than 20 %; selection of securities to be released shall be at the contractor´s discretion.
3. While the goods owned by the contractor are being worked or processed on, the contractor still is to be regarded as a manufacturer according to § 950 BGB and reserves at any stage of the process ownership of the products. Are third parties involved in the working or processin, the contractor is limited to a co-ownership in the amount of the invoice value of the goods. The so acquired property shall be deemed as reserved property.
V. claims and warranties
V. claims and warranties1. The orderer has to check the correctness of the delivered goods as well as the pre-and intermediat e goods sent for correction in each case. This also applies if the contractor delivers the goods at the request of the customer to third parties. The risk of any errors is transferred with the print-ready statement / production stage declaration to the orderer - in so far it is not a matter of errors detected after or resulted initially from the following production stage. The same is considered to any of the orderers` release certificates.
2. Complaints must be made within one week after receipt. Hidden defects which cannot be found immediately after the examination must be made within the statutory warranty period.
3. In case complaints are justified, the contractor is obligated to his election by the exclusion of other claims for remedy and / or replacement, and up to the amount of the contract, unless a promised property (promised properties are only such as explicitly described in the contract as such features) is missing or the contractor or its agent are accused of intent or gross negligence. The same applies to the case of a justified complaint about a remedy or replacement. In case of delayed, omitted or unsuccessful remedy or replacement the orderer may demand a reduction of the contract price (abatement) or the cancellation of the contract itself (conversion). Any further claims are excluded, unless the absence of a promised property or the contractor or its agent are accused of intent or gross negligence. 4. Defects of a part delivery shall not entitle to claim the entire delivery.
5. For colored reproductions in all production processes, slight variations from the original can not be rejected.
The same is true for the comparison between proofs and production prints.
6. For variations in the nature of the material used, the contractor is liable only to the amount of his own claims against the respective supplier. In such a case, the contractor is relieved of liability if he assigns his claims against the subcontractor to the orderer. The contractor shall be liable to, as far as claims against the supplier, through the fault of the contractor, not exist or are unenforceable.
7. Supplies (including disk) by the orderer or by a third party engaged are not subject to obligatory inspection by the contractor.
8. Excess or short deliveries up to 10% of the ordered production can not be rejected. The quantity delivered is calculated. For supplies from paper orders under 1000 kilograms the percentage increases to 20%, less than 2,000 kg to 15%.
VII. periodic works
XII. copyright IX. imprint X. place of delivery, jurisdiction and validity
VI. liability1. Generally, the contractor shall be only liable to damages caused by intentional action or for which the contrctor is responsible in a grossly negligent way. 2. Following arrangements regarding the liability of the contractor are applied: Claims for damages due to consequential damage, positive breach of contract, culpa in contrahendo and tortious act are excluded. If the contracts includes further processing of the printing products, the contractor will not be liable to any impairment of the product caused by the further processing. Compensation claims due to impossibility and delay are limited to the amount of the order value. 3. The projecting limitation of liability applies although in the same extent for any person assisting the contractor in the performance of obligations. 4. The projecting limitation of liability do not apply for culpable infringements against fundamental obligations of the contract as far as the fulfilment of the contract is endangered, for the absence of guaranteed characteristics as well as in cases of urgent liability due to the Product Liability Law.
VII. periodic worksContracts for regularly periodic works are allowed to be resigned within a period of at least 2 months at the end of the calendar month.
XII. copyrightThe orderer shall be solely liable to any infringement of copyrights if by the fulfilment of the contract any rights, especially copyrights of third parties, will be infringed. The orderer has to excempt the contrctor from all claims of third parties regarding these copyright infringements.
IX. imprintThe contractor is allowed - with acceptance of the orderer - to advert to his company on the contract products in an adequate way. The orderer may withhold the approval if there is a substantial interest from his side.
X. place of delivery, jurisdiction and validity1. Place of delivery and jurisdiction are, if the orderer is a merchant who has been entered as such in the commercial register (HGB) or has no regular inland jurisdiction, for all disputes arising from the contractual relationship including process of certification and bill of exchange the place of the contractor. German justice will be applicated to the contractual relationship. Uniform Law on the International Sale of Goods is excluded. 2. Possible invalidities of one or more clauses shall not affect the validity of the other clauses.