1. SCOPE OF APPLICATION
1.1 All of our offers, deliveries and services are based exclusively on these terms of delivery and payment. These conditions are part of all contracts that we conclude with our contractual partners for our deliveries or services. All previous terms and conditions hereby lose their validity.
1.2 We do not recognize any terms and conditions of the customer that contradict or deviate from our general terms and conditions of delivery and payment, unless their validity is expressly agreed in writing. This applies in particular if the conflicting conditions are only communicated in a form
1.3 The general terms of delivery and payment also apply to all future offers, deliveries and services to the client, even if they are not separately agreed again.
2. OFFERS AND PRICES
2.1 Offers and prices are non-binding in all parts and only become binding with our written order confirmation. We are entitled to accept the contract offer contained in the order within 2 weeks of receipt. If the client thinks that the order confirmation deviates from his order, he must notify the alleged deviations in writing immediately upon receipt, but at the latest within one week after the date of our order confirmation. If he fails to check the order confirmation and notify us without delay, our order confirmation is deemed correct and binding on both sides.
2.2 Ancillary agreements made prior to or upon conclusion of the contract require our written consent to be effective.
2.3 Subsequent changes (changes after sample approval) at the instigation of the customer, including the resulting production stoppage, will be charged to the customer
2.4 All of our information, dimensions, weights, images, descriptions and drawings in price lists, catalogs or other printed matter are only approximate, but determined as best as possible, but are non-binding for us in this respect. They are not guaranteed properties, but rather descriptions of our deliveries or services. We reserve the right to make changes to the range and to changes in the technical and optical design.
2.5 Our prices are from Bremen in euros plus the statutory sales tax applicable at the time of delivery, unless otherwise stated.
2.6 We reserve the right to correct prices in individual cases if, by the time the order is executed, exchange rate-related price adjustments are necessary and / or there has been a change in raw material prices. If the material costs or wages increase after the order has been confirmed, we are also entitled to increase the prices in accordance with the increase in costs. The client has a right of termination if the increase is more than 10% of the agreed price. The material and labor costs incurred by us up to that point are to be reimbursed by the client.
3. TERMS OF PAYMENT
3.1 The invoice is issued after the goods have been delivered.
3.2 Our invoices are payable within 14 days net cash without deductions, unless otherwise agreed in writing. We reserve the right to prepayment for customers unknown to us.
3.3 If the target is exceeded, there is immediate default in payment and we are therefore entitled to charge default interest at the rate of 8 percentage points above the current base rate of the Deutsche Bundesbank p. a. to calculate. The assertion of further damage caused by default is not excluded.
3.4 Checks are only accepted on account of performance and can be returned at any time. Checks are only valid as payment after they have been cashed.
3.5 If there is a significant deterioration in the client’s financial circumstances, which give rise to doubts about his solvency, we are entitled to withdraw from the contract or withhold our deliveries and services and give the client a reasonable period of time to make advance payments or provide securities according to ours Choice to put. After this period has expired, we are entitled to withdraw from the contract.
3.6 If the client does not meet his payment obligations, in particular if a check cannot be cashed or if it can be proven that enforcement measures have been unsuccessful, the client has stopped his payments, insolvency proceedings have been applied for, we are entitled to pay the entire remaining debt from the contract even if we have accepted a check. In this case, we are also entitled to demand advance payments or security deposits for all other contracts
3.7 Offsetting against any counterclaims on the part of the client is only permitted if these are undisputed or legally established claims. The assertion of a right of retention by the client is excluded insofar as these claims are not based on the same contractual relationship.
3.8 Any errors in our invoices must be reported within 8 days of receipt of the invoice. Longer silence on the part of the invoice recipient counts as tacit recognition of the correctness of the invoice.
4. RESERVATION OF TITLE
4.1 All goods delivered by us remain our property until full payment and settlement of all claims from the business relationship. Goods subject to retention of title may only be sold in regular business transactions if it is ensured that the claim from the resale is transferred to us and the retention of title is passed on by the client to his customers. If the realizable value of all securities existing for us exceeds the secured claims by more than 20%, we will release the securities at our discretion at the request of the client. The customer already now assigns to us the claims with ancillary rights to which he is entitled from the resale or other use of the goods. The authorization to resell is revocable at any time. The client is obliged to name the recipient of the goods subject to retention of title in writing upon request.
4.2 Actual or legal access to the reserved goods as well as their damage or loss must be reported to us immediately in writing; in the case of seizure, the seizure protocol or the seizure order must be presented to us. In the event of access by third parties, the client must bear all costs that are necessary to cancel the access, in particular in the context of a third-party action for objection, as well as for the replacement of the goods.
4.3 The customer assigns to us all claims arising from resale or other legal grounds with regard to the goods subject to retention of title (including all balance claims from current accounts) as a precaution. We revocably authorize the client to collect the claims assigned to us for his account and in his own name. This direct debit authorization can be revoked if and as long as the client is in default of payment with a secured claim, is insolvent or insolvency proceedings are applied for against his assets.
4.4 The client does not acquire ownership of the goods delivered under retention of title through processing or remodeling. If the delivered goods are combined, processed or mixed with other items, this is done on our behalf without creating any obligations.
5.1 Delivery dates and periods are only valid if they are expressly confirmed by us. Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified and not before receipt of the documents to be procured by the client and not before receipt of any agreed down payment.
5.2 If no delivery dates have been agreed, probably a delivery time measured according to certain periods, this begins on the day of approval. Correction templates, proofs and the like by the client are to be regarded as approximate. If the client requests changes to the order after confirmation of the order, which affect the production time, a new delivery period begins and only with the confirmation of the changes.
5.3 The delivery time ends on the day on which the goods leave the delivery plant or are stored in the event of an impossibility to dispatch.
5.4 Call orders are considered firm orders and must be accepted within 3 months, unless otherwise agreed.
5.5 The dispatch takes place at the expense and risk of the client, even in the case of “free shipments”; the risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport. If the handover or the dispatch is delayed as a result of a circumstance whose cause lies with the customer, the risk is transferred to the customer on the day of readiness for dispatch.
5.6 We reserve the right to choose the type and route of dispatch, unless otherwise agreed in the respective order. Transport insurance is only taken out on special request and at the expense of the client.
5.7 We are entitled to make partial deliveries which are due for payment under our terms of payment.
5.8 In the event of force majeure or other unforeseeable circumstances through which we are not responsible, such as material procurement difficulties, labor disputes, operational disruptions, vandalism, official interventions, lack of energy, regardless of whether they occur in our company or at our sub-supplier, in which we are prevented from fulfilling our delivery obligations , the delivery period is extended by the duration of the hindrance and taking into account a reasonable start-up time. If the hindrance is unlikely to end in a reasonable time, we are entitled to withdraw in whole or in part without an obligation to make subsequent deliveries or to pay compensation. Such a withdrawal does not affect our claims from any partial deliveries made.
5.9 In the event of a delay in delivery, after the expiry of a reasonable grace period set for us, we will provide compensation for each completed week of delay of 0.5%, but no more than 5% of the invoice value of the delivery affected by the delay, provided the client provides appropriate evidence.
5.10 Both claims for damages by the customer due to delay in delivery and claims for damages in lieu of performance that go beyond the limits specified in 5.8 are excluded in all cases of delayed delivery, even after a deadline for subsequent delivery has expired. This does not apply if liability is mandatory in cases of willful intent, gross negligence, or due to injury to life, body or health. The client can only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in delivery. A change in the burden of proof to the detriment of the client is not associated with the above regulations.
5.11 At our request, the client is obliged to clarify within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery or whether he insists on delivery.
5.12 If dispatch or delivery is delayed by more than 1 month after notification of readiness for dispatch at the request of the customer, we can charge the customer a storage fee of 0.5% of the price of the delivery items for each commenced month, up to a maximum of 5%. The contracting parties are at liberty to provide evidence of higher or lower storage costs.
6. DEFAULT IN ACCEPTANCE BY THE CLIENT
6.1 If the client is in default of acceptance or debtor, the risk of accidental loss or accidental deterioration of the goods is transferred to the client at the point in time at which the latter is in default of acceptance. In this case, we are also entitled to set a reasonable grace period and, after this period has expired, either to store the goods that have not been picked up on the account of the customer and to demand a storage fee in accordance with Section 5.11 or to outsource them to a forwarding agent. This does not affect our rights to withdraw from the contract and to claim damages.
6.2 As part of a claim for damages, we can demand 30% of the agreed price as compensation without proof, unless the client can prove that he did not suffer any damage or that the damage was significantly lower than the flat rate.
7.1 The contractual partner must check the goods for freedom from defects immediately after delivery. Complaints about obviously defective or obviously different quality of the goods or because of delivery of goods that are obviously different from the goods ordered must be made by the contractual partner within 3 working days of delivery or, if the defect was not recognizable upon immediate inspection, 1 week after the discovery of the To be asserted against us in writing for lack. If obvious defects are not reported in good time and not in the correct form, the warranty in this regard is void. The inspection and notification obligations of § 377 HGB remain unaffected.
7.2 The warranty period is no longer than 1 year from delivery of the goods.
7.3 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, as well as in the case of only insignificant impairment of usability. Tolerances customary in the trade and industry do not entitle a complaint to be made. Short deliveries and excess deliveries of up to 10% are to be accepted by the client. In the production of plastic items and similar goods, the occurrence of a relatively small number of defective goods cannot be technically avoided and a proportion of up to 5% of the total quantity cannot be objected to, regardless of whether the defect is in processing or in printing.
7.4 Defects in part of the delivery cannot lead to complaints about the entire delivery.
7.5 In the event of a justified notification of defects made in good time, we initially reserve the right to supplementary performance at our option, i.e. rectification of the defect or free replacement of the defective goods to be returned to us by the customer for new, contractual goods (replacement delivery). Only if the supplementary performance fails twice can the client request withdrawal from the contract or a reduction in payment.
7.6 Clause 8 also applies to claims for damages. Any further claims or claims other than those stipulated under 7. against us and our vicarious agents due to a material defect are excluded.
7.7 If the customer complains about the delivery or parts thereof, no piece of the goods complained about may be used, processed or forwarded. If this happens, the complaint is irrelevant.
8. OTHER DAMAGE CLAIMS
8.1 Claims for damages and reimbursement of expenses by the client (hereinafter: claims for damages), regardless of the legal reason, in particular due to breach of obligations arising from the contractual relationship and from tort are excluded.
8.2 This does not apply if there is mandatory liability, for example in accordance with the Product Liability Act, in cases of willful intent, gross negligence, due to injury to life, limb or health, or due to the breach of essential contractual obligations. The claim for damages for the breach of essential contractual obligations is limited to the contract-typical, foreseeable damage and only up to the amount of the coverage of our liability insurance, but at most up to an amount of EUR 500,000 per claim, unless there is intent or gross negligence or because of there is liability for harm to life, body or health. A change in the burden of proof to the detriment of the client is not associated with the above regulations.
9.1 All rights of use under copyright law in any process and for any purpose to our own sketches and drafts, originals, films and the like remain with us, unless expressly agreed otherwise.
9.2 Means of production such as films, lithographs, printing plates, clichés, screens, punches and tools remain our property in all cases. The making available for third parties, reproduction or further use requires our approval. Drafts enjoy the legal protection of intellectual property. The client is solely responsible for checking the right to reproduce all printing documents. The client is solely liable if rights, in particular copyrights of third parties, are violated through the execution of his order. The client has to exempt us from all claims by third parties due to such an infringement. Any process costs we incur in this context are to be appropriately advanced by the client.
10. CORRECTIONS / PRINT ORDERS
10.1 Proofs and proofs are to be checked by the client for typesetting and other errors and they are to be returned to us when they are declared ready for production. We are not liable for errors overlooked by the client. Corrections and changes submitted by telephone require written confirmation.
10.2 If the client requests extensive changes, new typesetting, or other corrections that exceed the usual level compared to the submitted template, these will be charged according to the working time and material consumption. If the sending of a proof is not requested, the liability for typographical errors is limited to gross negligence. Typesetting and proof will also be charged if an order is withdrawn.
10.3 We are only liable for significant deviations in the quality of the material we have procured up to the amount of our own claims against our suppliers. In such a case, we are released from our liability if we assign our claims against the suppliers to the client.
10.4 We are only liable for lightfastness, variability and deviations in the material and printing colors as well as for the properties of rubber coatings, paintwork, impregnation, etc. if the defects in the materials could be identified prior to their use with proper testing. In the case of color reproductions in all printing processes, slight color deviations can occur within the edition and between the proof and the edition print and are not considered to be a legitimate reason for a complaint.
We reserve the right to put our company name on the back or in a suitable place of the items we deliver. We also reserve the right to continue to use articles manufactured on behalf of customers as samples or for advertising purposes.
12. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW, FINAL PROVISION
12.1 The place of performance for all obligations arising from the contractual relationship is Weyhe.
12.2 Weyhe shall be the exclusive place of jurisdiction for all current and future claims from the business relationship with merchants, including check claims.
12.3 The legal relationships between the contracting parties are exclusively subject to German law.
12.4 Should one of these points be ineffective, this shall not affect the effectiveness of the remaining provisions of our delivery and payment conditions.