General terms and conditions of delivery and payment
I. General points
1. We exclusively deliver on the basis of the following terms and conditions of delivery and payment. They are part of all contractual agreements made during the ongoing business relationship with the buyer.
2. We expressly reject business and buying conditions from the buyer. We will only undertake to conform with them when we expressly declare ourselves in writing to be in agreement with them.
II. Conclusion of a contract
1. Our quotations are not binding. We reserve the right to sell the items in the meantime.
2. Contracts between the Purchaser and ourselves as the vendor only come into existence through our written confirmation of the order. Arrangements that which are made verbally with our field sales team must be confirmed in writing to be valid.
3. Information about our goods (technical data, dimensions and others) is only approximate; these are not a guaranteed property except in cases where the guarantee is given expressly in writing.
4. Amendments and changes to already made agreements must be confirmed in writing by the seller to be valid. Later changes in the contracts or in quantities will only be recognised if there are no additional costs for the seller. Any additional costs will be charged to the buyer.
III. Prices and payment conditions
1. The prices stated by us are to be understood as ex Works or a supply warehouse if nothing different was agreed in writing. The cost of the packaging will be calculated separately according to how much is needed.
2. Statutory VAT is not included in our prices; this will be shown separately in the invoice. We apply the VAT which applies for the delivery to per sons according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB) (entrepreneurs, legal persons as statutory body under public law or special public funds).
3. If the delivery occurs later than 4 months after conclusion of a contract then we are entitled to increase the agreed price if the prices required by our suppliers or other costs applied to our goods (including public charges) increase between the time of conclusion of a contract and delivery; the prices quoted in the order confirmation apply in all other cases. We are also entitled to make price increases to persons according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB) if the delivery takes place within four months of conclusion of the contract and costs applied to the goods increase between conclusion of the contract and delivery. The price increase is effective as soon as we announce it in writing to the buyer.
4. Payment should take place within 8 days of receipt of the goods for a 2% early payment discount on the value of the goods or within 30 days of receipt of the goods net. Payment of an early payment discount will not be made if the buyer is in arrears with his payments for previous deliveries.
5. Any rights of retention for the buyer which arise from another contractual relationship are excluded. Rights of retention for the buyer which arise from the same contractual relationship are also excluded in as far as the buyer is a person according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB) and the counterclaim is contested or not established as legally valid. The buyer is not entitled to deduct the sum of the counterclaim in as far as this counterclaim is contested or not established as legally valid.
6. If the buyer gets into arrears with his payments then we are entitled to levy interest at a rate of 5% above the respective base rate; if the buyer is an entrepreneur or another person according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB) then the interest rate is 8% above the respective base rate. We reserve the right to demonstrate that there is a higher damage caused by delay, in this case.
7. If the buyer gets totally or partially into arrears with his payments then we are entitled, after unsuccessful expiry of a reasonable additional period awarded to him, to retract from the contract. Our right to retract also exists if circumstances are known which could lead to lowering of the creditworthiness of the buyer. If we do retract from a contract then we are entitled, at the buyer’s cost, to mark the goods delivered by us, to have them stored separately and to have them picked up again. The buyer already declares his agreement that persons authorised by us to pick up the goods access his company site for this purpose and can drive up to the place where the goods are located.
8. As an alternative to exercising our right to retract according to the above Section 6, we can also demand that the buyer provide us with securities.
IV. Reservation of proprietary rights
1. Goods which we deliver remain our property until all accounts receivable arising from a concrete order have been paid in full. We reserve the right towards companies and other persons according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB) to retain ownership until all accounts receivable have been paid which are due to us on the basis of any legal grounds arising from our business relationship with the buyer.
2. The buyer undertakes to only bring the goods subject to retention of title into normal business transactions at its normal business conditions and to sell them as long as he is not in arrears with his payments. He is only entitled to sell on the goods subject to retention of title with the stipulation that the account(s) receivable arising from the selling on goes to us according to Section 3.-5. below. He is not entitled to do anything else with goods subject to retention of title.
3. The buyer already transfers accounts receivable arising from the selling on of goods subject to retention of title now to us, quite independently of whether the goods subject to retention of title are sold to one or a number of buyers. The buyer is entitled to collect the transferred accounts receivable arising from the selling on of goods subject to retention of title until we possibly choose to cancel them at any time. The buyer is not entitled in any way to transfer rights to the accounts receivable.
4. On request from ourselves the buyer is required, in as far as we do not inform his customer ourselves, to inform his customer without delay about the transfer of title to us and to verify to us that his customer has been informed, as well as to send us the information and documentation required to collect in the accounts receivable with the notification to us.
5. On the request from the buyer we are required to release some securities given in as far as their realisable value exceeds our accounts receivable by more than 20%. We reserve the right to decide which reserves are released.
6. The buyer is required to inform us without delay about a distraint or any other claim existing in favour of a third party. If the buyer does not fulfil payment on a due date or violates any other contractual agreements or circumstances are known which could lead to lowering of the creditworthiness of the buyer then we are entitled to forbid selling on of goods subject to retention of title and to demand their return or awarding of indirect possession at the buyer’s costs or, if the goods have already been sold on but are either completely or partially still not paid for, to demand payment directly from the buyer’s customer(s).
V. Delivery time
1. Our delivery times are always approximate and are not binding. Any agreements which have been made which deviate from this concerning a binding delivery date must be expressly confirmed in writing. We will inform the buyer immediately if we are not able to deliver on time.
2. If we get into arrears with our deliveries for reasons which are our fault and if the buyer has given us a reasonable extension period to deliver but without success then he is entitled to withdraw from the contract. Claims for damages made by the buyer on the basis of violation of duty are excluded except in cases where our vicarious agent can be demonstrated to have shown gross negligence or that they acted deliberately.
3. Unforeseen circumstances which we have no control over (such as a lack of available power, delays in delivery of key components and other materials, importation difficulties, disturbances in the factory or in traffic flow , strikes, lock-outs, Force Majeure) will have the effect of extending the delivery time appropriately. Both the buyer and ourselves are entitled to withdraw from the contract if we cannot deliver even after expiry of the period of extension. Claims for damages made by the buyer on the basis of violation of duty are excluded. We will reimburse all already made payments to the buyer with if we do retract from the contract.
VI. Dispatch and transfer of risk
1. Dispatch ex Works or from a supply warehouse occurs at the buyer’s cost. We will decide on the transport route and the transport method. We are only required to arrange transport insurance where there are express and written instructions for us to do so; the costs of the insurance are carried by the buyer.
2. Dispatch takes place to the best of our knowledge with exclusion of any own liability. We are particularly not responsible for any deterioration in the condition of the goods during transport or due to incorrect storage.
3. The risk passes over to the buyer just as soon as the goods have left our works or the supply warehouse, that is also when we take over rendering of further services such as dispatch free-of-charge, transport or similar services. If we have informed the buyer that the goods are ready to be dispatched or picked up then the risk passes to the buyer if he does not call up or pick up the goods and we have also unsuccessfully awarded him a reasonable extension period to do so. The above-mentioned provisions do not apply if the buyer is a consumer.
VII. Breach of duty due to deficits in the goods
1. The buyer should check the goods immediately after receipt. He should inform us about any recognisable deficits in writing within a period of one week after arrival of the goods. The goods will be taken as accepted if this does not happen. This provision only applies for consumers in cases where there are obvious deficits.
2. Commercially customary deviations in quality, dimensions and quantities are not a basis for making complaints. Slight deviations in the colour tones, the print position and the print itself as well as in the quality of the print substrate are material deficits and do not entitle the buyer to make a complaint, also not a scrap rate of up to 3 % for printed on and packaged goods. Tolerances for polyolefine foils of +/-10% in the material thickness as well as +1- 3% for bag lengths and bag widths as well as expanded width of the hose is quite normal in the industry and do not constitute grounds for complaint. Deviations in the quantities supplied either way by up to 10% of the ordered quantity should be accepted by the buyer and will be invoiced accordingly.
3. We are liable to ensure that the goods are free of deficits in accordance with the current state-of-the-art.
4. If we have any claims running with our suppliers then our liability is fulfilled through transfer of these claims to the buyer who already agrees to accept this transfer for this kind of case. We also exclude any claim that the buyer may make for reimbursement of costs which arise as part of enforcing claims against suppliers if cost-generating measures, in particular initiation of a legal action, are not agreed with us beforehand.
5. If making of a claim against the supplier is ruled out or if the supplier refuses to be held liable to the buyer then our liability reduces to that of supplementary performance, that is replacement or improvement of deficient goods as we choose. The deficient goods or the replaced parts must be delivered by the buyer to us. If the supplementary performance fails or if we are not a in a position to provide this then the buyer is entitled to retract from the contract or to reduce the buying price.
6. All of the above-mentioned reductions in liability do not apply in the case of consumer goods purchase.
7. Our liability to make good deficits is for two years after delivery of the goods; the period is one year if the buyer is a company or another person according to Article 310 Paragraph 1 Sentence 1 of the German Civil Code (BGB).
8. Any further claims from the buyer beyond the ones which were described above are excluded, no matter what the legal grounds for them being made may be. We are therefore not liable for damages which do not occur on the goods itself and also not for other financial losses suffered by the buyer. The above-mentioned exemption from liability does not apply for personal injury; it does not apply for other damages in as far as the causes of the damages were deliberate action or gross negligence on our part; they also do not apply where damage is caused by absence of a feature we have guaranteed. Exclusion of further claims for damages does not apply for claims according to Articles 1 and 4 of the Product Liability Act.
1. All production for the buyer of drafts, plates, printing plates, lithographies, tools and similar items will be invoiced also when no use of them is made within a delivery contract afterwards. The seller remains their sole owner except in cases where a different agreement was made. The buyer cannot demand handing of them over to himself or to a named third party.
2. The buyer is the sole responsible party for any violation of patents, patterns, trademarks or similar protective rights arising from an order made by the buyer. Proofs must be checked by the buyer for any errors in composition and should be handed back to the seller with the clear statement that they are ready for printing.
3. The seller is not liable for any faults missed by the buyer. Changes which are discussed on the telephone must be confirmed in writing by the seller
4. The manuscripts, originals, printing blocks, printing substrates, printed items etc. submitted by the buyer, which are items owned by someone else from the seller’s point of view, are kept in safe keeping at the buyer’s own risk. The job of organising insurance for these items is left to the buyer.
IX. Place of execution, legal venue
1. The place of execution for both parts of the contracts is Roßleben. The legal venue, also as concerns bill of exchange and cheque issues, if our contractual partner is a businessman, is Sondershausen.
X. Final provisions
1. German law applies also for deliveries made outside Germany. Use of the UN purchasing law is excluded.
2. We will not accept any responsibility if export takes place of our goods by our customers in areas outside the Federal Republic of Germany if protected rights of third parties are violated by our products. The buyer is required to reimburse all damages incurred caused by export of goods from us which were not expressly delivered by us for export.
3. The validity of all other provisions of this contract is not effected if one the provisions in this contract is found to be partially legally ineffective or provides a loophole.
Situation at: 05/2010