General Terms & Conditions of Sale and Delivery
Status: January 2008
- All deliveries and services shall take place exclusively on the basis of our terms & conditions of sale and delivery. You were explicitly made aware of terms & conditions of sale and delivery upon closure of the contract and have recognised them as being legally binding upon notice of the order confirmation. Opposing conditions, or conditions differing from our terms & condition of sale and delivery, shall not be recognised by us, unless we have explicitly consented to their validity in writing. Our terms & conditions of sale and delivery shall apply also in the event that we carry out the delivery to the order maker unconditionally in awareness of conditions that oppose or differ from our terms & conditions of sale and delivery.
- Our terms & conditions of sale and delivery apply only in respect of companies and legal persons in terms of public law in the sense of § 310 para. 1 German Civil Code.
III. Prices/Payment Conditions
- Our offers are subject to change, becoming binding only upon confirmation or billing of the order by us. We reserve rights of ownership and copyright on images, drawings, calculations or other documents that are elaborated and made available by us for the purposes of completing the commission. This also applies for written documents that are identified as "confidential". The order maker requires our explicit written consent prior to forwarding to third parties. We are under no obligation to retain films and digitalisation for longer than twelve months. In the case of custom production, we reserve the right to submit proofs for inspections and order release.
- Orders/commissions must strictly be submitted in written form only, via e-mail or sent to our online shop. We shall accept telephone orders in particularly urgent cases only. We are not subject to an obligation to examine whether the designs supplied to us affect, or are in breach of, existing patent licence or copyrights, trademarks, designs deposited at the courts under seal or other commercial intellectual property rights. The order maker must release us from all claims in the inter-party relationship in the event of a claim to damage compensation by the owner of a breached intellectual property right. The minimum order value is € 15.00. This does not apply for cash payment. It is pointed out that, by law, official stamps are produced only after submission of the original written order by the agency with authorisation to purchase
- All prices are indicated in Euro. Unless stated otherwise in the order confirmation, our prices are valid "ex-works", excluding packaging; this will be invoiced separately at total production cost. Packaging returns are barred. Statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory amount on the day of invoicing.
- We reserve the right to modify our prices as appropriate if cost reductions or cost increases arise subsequent to closure of the contract, in particular owing to tariff agreements or material price changes. We will provide evidence of these to the order maker upon request.
- All invoices shall be due for payment (without deductions) strictly within 30 days from date of invoice. In variance with this, invoices below € 25.00 (including value added tax) shall be due for payment within 14 days (without deduction) from date of invoice. For invoices above € 25.00 (including value added tax), a 2 % discount will be granted upon payment within 14 days from date of invoice. Corresponding partial invoices can be produced for partial deliveries. Statutory regulations concerning the consequences of defaulted payment apply.
- Cheques shall be accepted as payment only upon clearance. Charges shall be borne by the cheque issuer.
- If the order maker's general place of jurisdiction is situated outside the Federal Republic of Germany, payment must be rendered via advance payment or irrevocable letter of credit, confirmed by a major German bank or a German public credit institute.
- If there is a doubt, justified by information from a bank or credit reference agency, concerning the order maker's creditworthiness, we shall be entitled to refuse the service/delivery incumbent upon us. This shall be the case even if the doubt existed prior to closure of the contract, unless the order maker renders payment as and when required or provides us with security amounting to the sum of our contractual claim. If the order maker is not willing to do this, despite our request, we shall be entitled - regardless of other potential rights - to withdraw from the contract.
- The order maker shall only have the right to offset if his counterclaims are established with legal force, undisputed or recognised by us. Moreover, he is authorised to exercise a right of retention as far as his counterclaim concerns the same contractual relationship.
V. Liability for Defects
- The delivery times indicated by us are non-binding and indicate the planned day of goods dispatch.
- If the order maker wishes to agree a precise date of delivery, this date must be confirmed by us in writing. An agreed delivery date shall be deemed complied with once we have transferred the ordered goods to the person entrusted with transportation by this date. Compliance with the firmly agreed delivery date presupposes the clarification of all technical matters and the timely and orderly fulfilment of customer obligations. The plea of non-fulfilment of contract is reserved.
- We are entitled to make partial deliveries.
- If the order maker comes into default of acceptance or culpably breaches other obligations to cooperate, we shall be entitled to demand reimbursement of losses accruing to us to this extent, including any additional expenditure. Further claims remain unaffected.
- Delivery shall take place on a strictly freight collect basis, ex-works, for the account and at the risk of the order maker. Risk is transferred to the order maker upon transfer of the ordered goods to the person entrusted with transportation. If the circumstances according to paragraph 4 prevail, the risk of accidental destruction or accidental deterioration of the purchased object shall be transferred to the order maker from the moment in which he entered into default of acceptance or payment.
- We shall be held liable according to statutory regulations as far as the underlying contract is a contract for delivery at an agreed date in the sense of § 286 para. 2 no. 4 German Civil Code or of § 376 German Commercial Code. We shall also be held liable according to statutory regulations if, as a result of a delayed delivery attributable to us, the order maker is entitled to assert that an interest in further contract fulfilment has ceased to apply.
- We shall also be held liable according to statutory regulations if the delayed delivery is caused by a deliberate or grossly negligent breach of contract attributable to us; culpability of our representatives or persons employed in the performance of our obligations should be attributed to us. If the delayed delivery is not caused by a deliberate breach of contract attributable to us, our compensation liability shall be limited to the foreseeable, typically occurring damage.
- We shall also be held liable according to statutory regulations as soon as the delayed delivery caused by us can be traced to the culpable breach of a significant contractual obligation; in this event, however, damage compensation liability shall be limited to the foreseeable, typically occurring damage.
- For the remainder, we shall be held liable in the event of a delayed delivery for each completed week of the delay within the scope of a lump-sum default compensation amounting to 3 % of the delivered value, a maximum, however, of not more than 15 % of the delivered value.
VI. Overall Liability
- It is incumbent upon the order maker to examine the delivered goods immediately after receipt. Recognisable defects, discrepancies in quantity or erroneous deliveries must be reported to us in writing immediately. Rights on the basis of material defects are excluded in the absence of timely notification. We must be provided with an opportunity to jointly establish the reported complaints and to be present at removals for material tests. Competent and appropriate tolerances or, respectively, tolerances that are justifiable for the purpose apply for all measurements, colour tones etc. indicated by us. Owing to the peculiarities of the manufacturing process we reserve the right to deliver up to 10 % more or less than the ordered quantity.
- If the goods are defective, we shall be entitled, at our discretion, to render subsequent
performance in the form of defect elimination or to deliver a new defect-free object. In the case of defect elimination we shall bear the expenditure to the net amount of the goods' value, only. For third-party products and third-party works, liability shall be limited to the transfer of the claims to which we are entitled in respect of the third company. For defects in raw materials, we shall only be held liable if these must have become evident to us in the course of exercising industry-standard care during processing.
- If the subsequent performance fails, the order maker shall be entitled, at his discretion, to demand withdrawal or reduction. The subsequent performance shall be deemed to have failed after the second unsuccessful attempt.
- We shall be held liable according to statutory regulations if the order maker asserts claims for damage that is caused by intent or gross negligence, including intent or gross negligence of our representatives or persons employed by us for the performance of our obligations. If we cannot be charged with deliberate breach of contract, damage compensation liability shall be limited to the foreseeable, typically occurring damage.
- We shall be held liable according to statutory regulations if we culpably breach a significant contractual obligation; in this case, however, damage compensation liability is limited to the foreseeable, typically occurring damage.
- Liability owing to culpable injury to life, person or health remains unaffected; this also applies for mandatory liability according to the product liability act.
- Unless otherwise ruled above, liability is excluded. This applies in particular for transportation damage incidents.
- The period of limitation for defect claims is 12 months, counting from transfer of risk.
VII. Right to Return/Exchange / Copyright
- Further-reaching liability to damage compensation than that set down in numerals IV. and V. is - regardless of the legal nature of the asserted claim - excluded. This applies in particular for damage compensation claims arising from blame on closure of the contract, owing to another form of breach of obligation, or owing to tortious claims to compensation for material damage pursuant to § 823 German Civil Code.
- The limitation according to para. 1 shall also apply if the order maker demands reimbursement of expenditure in lieu of a claim to damage compensation instead of performance.
- If damage compensation liability with regard to us is excluded or limited, this shall also apply in respect of the personal damage compensation liability of our salaried workers, employees, representatives and persons employed by us for the performance of our obligations
VIII. Retention of Title
- Irrespective of defect liability according to V. we grant a right to return / exchange all standard articles for 15 days from delivery. This applies only to all articles that are received by us in a marketable condition and in their original packaging. For this we shall invoice a processing fee of 10 % of the net value of the goods, together with due costs of postage and packaging. Toll and custom-manufactured products are of course excluded from the right to return.
- We are entitled to attach a copyright in industry-standard form to all of our products. Reference is made to the resulting legal consequences of the German copyright law (UrhG).
IX. Place of Jurisdiction/Place of Execution
- We shall retain ownership of the goods until such time as all payments arising from the business relationship with the order maker have been received.
- In the event of pledges or other third-party interventions, the order maker must inform us in writing immediately so that we can raise a complaint in accordance with § 771 German Civil Process Regulations (ZPO). If the third party is unable to reimburse the legal and out-of-court costs of a complaint to us in accordance with § 771 ZPO, the order maker shall be liable for the loss arising to us.
- The order maker is entitled to re-sell the goods during the regular course of business; however, he cedes to us, with immediate effect, all claims amounting to the final invoiced amount (including Statutory value added tax) of our claim accruing to him as a result of the re-sale in respect of his purchaser or third parties. This shall be irrespective of whether the goods were re-sold without, or subsequent to, processing. The order maker shall remain authorised to call in this claim even following transfer. Our authority to call in the claim ourselves remains unaffected by this. However, we undertake not to call in the claim as long as the order maker meets his payment obligations arising from the agreed earnings, does not come into default of payment and, in particular, has filed no request for the opening of composition or insolvency proceedings, or if there is no cessation of payment. However, if this is the case, then we shall be able to demand that the order maker inform us of the transferred claims and their debtors, provides all details required for calling in the claim, hands over the associated documents and informs the debtors (third parties) of the transfer. Assignments for security or pledges may not be undertaken by the order maker.
- We undertake to release the securities to which we are entitled at the request of the order maker as far as the realisable value of our securities exceeds the claims to be secured by more than 10%; selection of the securities to be released is incumbent upon us.
- If the order maker is a businessman or a legal person in terms of public law, our registered location shall be the place of jurisdiction; however, we are entitled to raise a complaint against the order maker at his registered location.
- The law of the Federal Republic of Germany applies; applicability of the UN purchase right is excluded.
- Unless otherwise indicated in the order confirmation, our registered location is the place of execution.