General Terms and
General Terms and Conditions
As of: 01. January 2020
I. Scope of application
1. The following General Terms and Conditions apply to all contracts with entities (§ 14 German Civil Code), legal persons of public law or public special fund, unless otherwise expressly agreed in writing
2. Deviating, conflicting or supplementary General Terms and Conditions of the customer shall not be a contractual component, even if they are known, unless their validity is expressly agreed in writing. 3. The customer waives his own General Terms and Conditions of business if he does not explicitly object in writing and demands individual agreements.
II. Conclusion of contract
1. Our offers are free and non-binding. Our acceptance is confirmed by order confirmation or by order execution.
2. Insofar as our employees make oral ancillary agreements or give assurances which go beyond the written contract, these always require written confirmation. This does not apply to verbal declarations by management or persons authorized by us without restriction.
3. In the case of orders with delivery to third parties, the purchaser shall be deemed to be the customer, unless otherwise expressly agreed.
1. Our prices are ex works and do neither include packaging, freight, postage, insurance and other shipping costs, nor VAT.
2. Our prices are valid with the reservation that the specifics of order, forming the basis of the offer, remain unchanged, but at least four weeks after receipt of our offer by the customer. If the order is to be placed four weeks after conclusion of contract or later, the contracting parties undertake to renegotiate the price in the event of changes in costs, wages, etc.
3. Subsequent modifications at the instigation of the customer including the resulting machine stoppage shall be charged to the customer. Repetitions of sample proofs, which are required by the customer due to a slight deviation from the template, shall also be considered as subsequent modifications.
4. Preliminary work, such as sketches, drafting/composition work, test print, samples as well as proofs, changes in delivered/transmitted data and similar preliminary work ordered by the customer are always charged, irrespective of whether or not an order is concluded.
5. For advertising systems, products or goods offered including assembly, the following services are not included in the price: the electricity supplied by the customer on-site, the scaffolding position or any hoisting gear, any performance of other trades such as masonry, plastering or sealing works, the cost of façade work, proof of stability, disposal costs.
1. Payment must be made within 21 days after receipt of invoice without any deduction. A discount agreement does not apply to freight, postage, insurance or other shipping costs. The invoice is issued on the day of delivery, partial delivery or readiness for delivery (collectible debt, acceptance delay). Checks or bills of exchange are not accepted by us.
2. If the customer is in arrears for more than 21 days, all outstanding invoices are immediately due for payment. In this case, incoming payments can be offset by us with the receivable determined by us irrespective of a payment determination by the customer. In this case, advance payment may be requested for any further order.
3. For new customers and special customers, we reserve the right to carry out the delivery only against prepayment or cash on delivery.
4. The customer may set off only with an undisputed or legally established claim or exercise a right of retention. Exceptions to this rule are claims arising from the same contractual relationship.
5. If the fulfillment of the payment claim is jeopardized due to a deterioration in the customer's financial circumstances which has occurred after the conclusion of the contract, we can demand payment in advance and immediate payment of all outstanding invoices, also for invoices which are not due yet, retain goods that have not yet been delivered and discontinue further work on current orders. We shall also be entitled to these rights if the customer does not make payment despite a reminder following default. § 321 (2) BGB (German Civil Code) shall remain unaffected.
6. In the event of a delay in payment, default interest of 8% above the current base rate of the European Central Bank shall be payable. The assertion of further default damages is not excluded. If within 21 days after the date of invoice or value date, the customer does not make payment including the ancillary costs according to Para. III.1., he also falls into arrears without a reminder.
V. Condition of the goods
1. It is expressly agreed that we are entitled to make deviations in color, dimensions and constructions with regard to the contractual goods, insofar as these deviations do not prevent the technical contractual purpose of the goods. Color variations and different degrees of surface gloss, which are due to the nature of the raw material, as well as material-related tolerances of thickness, format and cuts, are reserved. Such deviations in colors and dimensions as well as constructions shall not be regarded as deficiencies in the legal sense.
2. The contractual goods shall be deemed to be free of defects if they have the agreed quality and/or are suitable for the agreed upon purpose.
VI. Delivery, transfer of risk, delivery dates, acceptance, acceptance delay, right of retention
1. All deliveries shall be ex works, where also the place of performance for the delivery and for any supplementary performance is .
2. At the request and expense of the customer, the goods are dispatched to another destination. Unless otherwise agreed, we are entitled to determine the type of shipment, in particular the transport company, dispatch route, packaging. We undertake the dispatch for the customer with the necessary care, but are only liable for intent and gross negligence.
3. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. If the goods are dispatched, the risk of accidental loss and the accidental deterioration of the goods, as well as the risk of delays, will be transferred to the freight forwarder, the carrier or the person or institution otherwise destined to carry out the dispatch. The transfer shall be deemed to be the same if the customer is in default of acceptance.
4. Delivery dates are only valid if they are expressly confirmed by us. If the contract is concluded in writing, confirmation of the date of delivery is also required in writing.
5. Partial services and partial deliveries are permissible to a reasonable extent.
6. If we are in default with our services, we are to be granted a reasonable period of grace. The customer may withdraw from the contract after unsuccessful expiry of the extension period. Replacement of default damages can only be demanded up to the amount of the contract value (own performance excluding advance layout and material). The rights of § 323 BGB (German Civil Code) can only be exercised by the customer if the delay is caused by us. A change in the burden of proof is not connected with this regulation.
7. Operational disturbances, both in our company and in that of a supplier such as strike, lock-out as well as all other cases of force majeure, only entitle the customer to terminate the contract if the customer can no longer be expected to wait. Otherwise, the agreed delivery period is extended by the duration of the delay. However, cancellation of order is possible at the earliest four weeks after the occurrence of the above-described operational disturbance. Liability of us is excluded in these cases.
8. If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage, including additional costs (for example storage costs).
9. We reserve the right to withhold a right of retention pursuant to § 369 HGB (German Commercial Code) to the drawings, materials, samples, color samples, raw materials and other objects delivered by us up to the full fulfillment of all claims due from the business relationship.
VII. Taking back of packaging
We will take back packaging as part of the obligations imposed on us pursuant to the Packaging Ordinance. The customer may return packaging in our company at the usual business hours after prior notice in advance, unless a different acceptance/collection point has been indicated to him. The packaging can also be returned to us at the time of delivery, unless the customer has been given a different acceptance/collection point. Packaging will only be accepted immediately after delivery of the goods, in the case of subsequent deliveries, only after prior notification and after provision has been made. The cost of transportation of used packaging shall be borne by the customer. If a named acceptance/collection point is more distant than our company, the customer bears only the transportation costs, which would be incurred for a distance to our company. The returned packaging must be clean, free from foreign substances and sorted according to the different packaging. Otherwise, we shall be entitled to demand additional costs for disposal born by the customer.
VIII. Retention of title
1. The delivered goods remain our property until the full payment of all our claims against the customer on the date of the invoice.
2. The customer is only entitled to resell the goods in the normal course of business. The customer hereby assigns to us his claims arising from the resale. Thus, we accept the assignment. We reserve the right to collect the receivables also after the assignment. We undertake not to collect the receivables as long as the customer meets his payment obligations against us, does not fall into arrears with payment, no application for the opening of the insolvency proceedings is made by him and no other lack of his performance exists. If this is the case, we can demand that the customer notifies us of the assigned claims and their debtors together with their addresses, gives all the necessary information for collection, hands over the related documents and notifies the debtors of the assignment.
3. If the value of the collateral for us exceeds our claim by more than 20%, we shall be obliged to release collateral at our option at the request of the customer or a third party affected by the collateral of the customer.
4. In the case of seizures of the reserved goods by third parties or other interventions by third parties, the customer must point out our property and must inform us immediately in writing.
5. In the case of treatment or processing of goods delivered by us and in our possession, we shall be regarded as manufacturers according to § 950 BGB (German Civil Code) and shall retain ownership of the products at all times of processing. If third parties are involved in the treatment or processing, we shall be limited to a co-ownership share equal to the invoice value of the reserved goods. The property acquired in this way is regarded as reserved property. The same applies to the case of mixing and connection.
1. We reserve the right to copyrights of all documents and objects delivered to the customer in connection with the assignment of the order, i.e. offers, drawings, designs, plans, sketch calculations (also in digital/electronic form, in particular as computer files), etc. These documents may not be made available to third parties, unless we give the customer our express written consent.
2. In case of non-acceptance of offers, the interested party has to return all documents to us, such as sketches, designs, etc. in any form, e.g. also in digital/electronical form, immediately and completely (including copies, duplications, alterations, or similar), at his own risk and expense.
3. In the event of a culpable breach of Para. IX. 1. or 2., a penalty of EUR 5,000.00 per infringement shall be payable. We reserve the right to assert any further damages, e.g. due to copyright infringement.
X. Inspection obligation of the customer, warranty
1. In all cases, the customer shall immediately examine the contractual suitability of the goods as well as the pre- and intermediate products submitted for correction, and shall immediately notify defects in writing. The risk of possible errors will be transferred to the customer by the printing approval declaration /production clearance declaration, as far as these are not faults which have arisen or could be recognized later. We shall be notified of hidden faults within one week of discovery. The same applies to all other release declarations by the customer. Otherwise, the assertion of warranty claims is excluded. This does not affect any further obligations pursuant to § 377 HGB (German Commercial Code).
2. The customer shall give us the time and opportunity to make the necessary supplementary performance, in particular, he must hand over the rejected goods for inspection purposes.
3. In the case of justified complaints, we shall be obliged, at our discretion, to rework and/or replace the delivery to the exclusion of other claims, up to the amount of the order value, unless a promised feature is missing, or unless we or our vicarious agents are guilty of damage by intention or gross negligence. The same applies in the case of a justified complaint of the rework or replacement delivery. If we fail to comply with this obligation within a reasonable period of time, or if the improvement fails despite repeated attempts, the customer may demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). Liability for any consequential damages shall be excluded, unless we or our vicarious agents are guilty of damage by intention or gross negligence.
4. Defects of a part of the delivered goods do not entitle to the objection of the entire delivery, unless the partial delivery is not of interest for the customer.
5. In the case of colored reproductions in all manufacturing processes, slight 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. In addition, the liability for defects, which do not or only insignificantly impair the value or usability of the products, is excluded.
6. For deviations in the quality of the material used, we shall be liable only to the extent of our own claims against the respective supplier. In such a case, we shall be released from our liability if we assign our claims against the suppliers to the customer. We are liable as a guarantor, insofar as claims against the supplier do not exist due to our fault or if such claims are not enforceable.
7. Subcontractors - also data carriers, transferred data - by the customer or by a third party engaged by him are not subject to any obligation for examination by us. This does not apply to apparently unprocessable or unreadable data. For data transmissions, the customer has to use corresponding protective programs for computer viruses prior to transmission. Data backup is the responsibility of the customer alone. We are entitled to make a copy.
8. Commercial color deviations and material tolerances are not a defect.
9. If a new order or new production of goods is necessary for the rectification of the defect/replacement delivery, this delivery period or the necessary production time shall be taken into account in full in the calculation of the appropriate period for the correction of the defect/replacement delivery. The customer is informed about the expected delivery times immediately upon request.
1. Claims for damages and expenses of the customer, regardless of the legal basis, are excluded. In particular, a warranty claim is excluded if the customer has failed to protect the rights of third parties. In addition, the customer loses his warranty claims, if he damages the indemnity to third parties.
2. This exclusion of liability does not apply – in case of intentional or grossly negligent damage, - in the event of a slight negligence of essential contractual obligations, also by our legal representatives or our vicarious agents; In this respect, we are only adhering to that type of product foreseeable, contract-typical, immediate average damage. Contractual obligations shall mean obligations which are essential for the proper execution of the contract and to ensure compliance with the contract which the customer can regularly rely on, - in case of culpable injury to life, body or health of the customer, - in the case of fraudulently concealed defects and assumed warranty for the quality of the goods - for claims under the Product Liability Act.
XII. Limitation period
Claims of the customer for warranty and damages, for whatever legal reasons, become time-barred in one year starting with the delivery of the goods. The claims listed in Para. XI.2. shall be subject to statutory time limits. They shall also apply to deficiencies in a building or to objects of delivery which have been used for a building according to their normal use and whose deficiency we have caused.
XIII. Production clause
Products released by the customer after initial sampling shall be deemed to be free of defects in the context of the contract relationship with respect to this product, if the contract products correspond to the initial sampling models in terms of technical applicability.
XIV. Trade customs
In commercial commerce, the trade customs, in particular of the printing industry, are applicable, e.g. no obligation to surrender intermediate products, such as data, lithos or sieves, which are produced for the production of the owed end product, unless a different order has been issued.
XV. Storage, archiving, insurance, operating items
1. The products to which the customer is entitled, in particular templates, raw materials, data and data media, and other objects serving as reuse, as well as semi-finished products and finished products, shall be handed over by us or archived only after explicit agreement and against special remuneration over the date of delivery of the final product to the customer or to the customer vicarious agent or to the freight carrier. Insofar we are only liable for intent and gross negligence.
2. If the aforementioned objects are to be insured, the client has to procure the insurance himself if the agreement has not been made for that.
3. Materials procured by the customer, of whatever kind, shall be delivered to us free of charge and at the risk of the customer. The receipt is confirmed without taking over a guarantee for the correctness of the quantity designated as delivered. In the case of larger items, the costs associated with the census or weight check and storage charges shall be reimbursed.
4. The operating items used by us for the production of the contract product, in particular clichés, lithographs, sieves and other items, shall remain our property and shall not be handed over, unless otherwise expressly agreed in writing.
XVI. Contractual penalty, default consequences
Any contractual penalties or default consequences which the customer has agreed with his customers shall only be accepted by us as far as liability for the reason exists for us and as far as these 5 contractual penalties or default consequences have been communicated to us in writing before conclusion of the contract.
XVII. Infringement of third party rights, compliance with legal requirements, exemption
1. The customer is solely liable if the execution of his order violates the rights of third parties, in particular copyrights or industrial property rights.
2. The customer is solely liable for ensuring that the ordered product complies with the legal requirements, e.g. that any legal labeling requirements are complied with.
3. The customer shall indemnify us from all claims of third parties which are raised due to infringements pursuant to Para. XVII. 1 and 2.
XVIII. Confidentiality clause
1. The customer undertakes to treat all aspects of the business relationship that are worthy of protection in a confidential manner. In particular, the customer will treat all non-public commercial and technical details, which become known to him through the business relationship, as a business secrecy. Information or aspects of the business relationship, which were already publicly known at the time of the announcement, as well as information or aspects of the business relationship, which were already known to the customer before the announcement by us, are not covered by the secrecy obligation.
2. The customer is also obliged to keep secrecy until two years after the end of the business relations.
XIX. Imprint, publication of product pictures
1. We are entitled to refer to our company with the contractual products in an appropriate way with the consent of the customer. The customer can only refuse to consent if he has a predominant interest in this.
2. We reserve the right to use samples and illustrations of products manufactured by us for our catalogs, internet and sales activities, unless explicitly and in writing customer protection has been agreed.
XX. Place of performance, jurisdiction, applicable law, Salvatory Clause
1. Place of performance and jurisdiction for all disputes arising from the contractual relationship is exclusively Coburg / Germany.
2. German law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded as well as those standards of international private law which would lead to the application of foreign legal norms.
3. The invalidity of one or more provisions shall not affect the validity of the remaining provisions.