General terms and conditions

1) General provisions – Scope of application

1. Our General Terms and Conditions (GTC) apply exclusively. We do not recognise any terms on the Customer’s side that conflict with or deviate from our GTCs, unless we have expressly consented in writing to their application. Our GTCs shall also apply if we make delivery to the Customer without reservation despite being aware that the Customer’s terms conflict with or differ from our GTCs.
2. All terms in regard to the performance of this contract that have been agreed by us and the Customer are defined in writing in this contract.
3. Our GTCs shall apply only in relations with traders within the meaning of Section 310(1) of the German Civil Code (BGB).
4. Our GTCs shall also apply in the currently valid version to all future transactions with the Customer. We will inform the Customer promptly about any changes to the GTCs.

2) Quote and acceptance – Printed documents and tools – Upstream suppliers

1. Unless otherwise stated in the order confirmation, our quotes are subject to change, in particular in regard to price, quantity and delivery. The same applies to reorders.
2. If an order placed by the Customer is held to be an offer pursuant to Section 145 BGB, we may accept such offer within a period of two weeks.
3. Unless provided by the Customer, we reserve all property rights and copyright in all printed documents, illustrations, punching devices, tools, printing plates and comparable items. The Customer may acquire such rights by means of a separate purchase contract.
4. Performance is subject to timely, complete and correct receipt of deliveries from upstream suppliers.

3) Billing – Pricing – Payment terms

1. The Customer consents to the electronic transmission of invoices, e.g. by email.
2. Payment must be made in euros and can be settled with discharging effect only to the payment facilities indicated by us in writing. If payment in a currency other than euros is agreed, the Customer shall bear the risk of fluctuations in exchange rates.
3. Unless otherwise provided for in the order confirmation, all our prices are ‘ex works’ and exclusive of packaging and pallet replacement fees.
4. Our prices do not include VAT, which will be charged separately on the invoice at the statutory rate on the date of the invoice. Furthermore, prices do not include public dues and charges, such as customs, which must also be itemised separately on the invoice.
5. Any early-payment discounts must be expressly agreed with the Customer.
6. Unless otherwise provided for in the order confirmation, the purchase price must be paid net, i.e. without deduction, upon receipt of the invoice or equivalent statement of costs for payment purposes. The Customer shall be in default if payment is not made within 14 days after receipt of the invoice or equivalent statement of costs for payment purposes. The statutory provisions governing the consequences of payment default shall apply.
7. The Customer shall be entitled to exercise rights of set-off and retention only if such counterclaims have been confirmed by a final and binding court ruling, are uncontested or have been acknowledged by us.

4) Delivery term – Default

1. The delivery period stated by us starts only once all technical questions have been resolved and the approved proof has been received.
2. Compliance with our delivery obligation is furthermore dependent on the timely and proper fulfilment of the obligations on the part of the Customer. We reserve the right to raise the defence of a breach of contract.
3. If the Customer is in default of acceptance or otherwise culpably breaches other duties of cooperation, we shall be entitled to demand the resulting damages incurred, including any additional expenses. We reserve the right to assert further claims or rights.
4. If the requirements of clause (3) are satisfied, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the Customer at the time at which they become in default of acceptance or payment.
5. We shall be liable in accordance with statutory provisions, provided the underlying contract of sale is a transaction for delivery on a fixed date within the meaning of Section 286(2) No. 4 BGB or of Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with statutory provisions provided that the Customer is entitled, due to a delivery delay for which we are responsible, to assert claims on the basis that their interest in the continued fulfilment of the contract has lapsed.
6. Furthermore, we shall be liable in accordance with statutory provisions if the delivery delay is caused by an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or persons used by us to fulfil our obligations shall be attributed to us. If the delivery delay is caused by a grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typical damage.
7. We shall be liable in accordance with statutory provisions if the delivery delay within our sphere of responsibility is caused by a culpable breach of an essential contractual obligation; in this case, liability for damages is limited to the foreseeable, typically occurring damage.
8. In all other cases, our liability for a delivery delay shall be limited to a maximum of 5% of the value of the delivery.
9. If facts become known that significantly impair the creditworthiness of the Customer, in particular attempted forced execution in regard to assets of the Customer that lead to the commencement of insolvency proceedings in regard to the assets of the Customer or to the issue of an affidavit of assets by the Customer, we shall be entitled to demand advance payment or security for the delivery or to withdraw from the contract.
10. If the Customer defaults on payment, we shall be entitled to retain all outstanding deliveries under the contract or equivalent contracts under the business relationship with the Customer until the purchase price has been paid in full.

5) Partial deliveries – Delivery on demand – Force majeure

1. We are entitled to make partial deliveries, unless the Customer cannot be reasonably expected to accept such partial delivery. Partial deliveries shall be treated as individual transactions.
2. Unless other dates have been expressly agreed, on-demand orders placed by the Customer must be requested within an acceptance period of not more than six months. If the Customer does not request delivery of the entire order within this period, such failure shall be equivalent to a breach of the obligation to accept the quantities not yet requested.
3. If force majeure makes it impossible or unreasonably difficult to comply with our contractual obligations, we shall be entitled to withdraw from the contract. Force majeure means extraneous, unforeseen and unavoidable obstructions, such as industrial action, natural disasters, shortage of supply of raw materials or energy, fire, war and unrest or other events beyond our control, irrespective of whether they occur in our business operations or in the business of a third party on which the manufacture or transport of the purchased goods essentially depends.

6) Quality – Inspection for defects – Liability for defects – Limitation of claims

1. Customary quantity and quality deviations remain reserved.
2. The Customer is obliged to examine the submitted print and/or execution templates, sign and return them and to make any corrections to them in an unambiguous way that cannot lead to misunderstandings.
3. Any claims by the Customer for defects are contingent on the Customer having duly complied with their inspection and notification duties pursuant to Section 377 HGB. Evident defects must be notified within one week after delivery of the goods at the latest; otherwise, the delivery is deemed to have been approved pursuant to Section 377(2) HGB.
4. Where we act as buyers, we shall benefit from the full and unrestricted statutory warranty rights.
5. We are required to perform merely a simplified incoming goods inspection. This includes a check of random samplings of the delivered batches for evident defects. Concealed defects shall be notified as soon as they are detected within the conditions of the ordinary course of business. The supplier waives the right to assert the defence of a late notification of defect for all defects notified within 14 days as of the date receipt of the goods, or, in the case of concealed defects, as of detection of the notified defect.
6. The Customer is obliged to provide us without undue delay and after prior notification with an opportunity to verify the existence of the reported defect during the Customer’s regular business hours and shall in particular make the disputed goods or samples of the goods available to us.
7. If the purchased goods are defective, we shall be entitled to choose between providing a cure in the form of removal of the defect or delivery of a new, fault-free item. In the case of a removal of the defect or substitute delivery, we shall bear all necessary expenses associated with the cure, including transport, route, labour and material costs, except to the extent that these costs have increased due to the fact that the purchased goods have been transported to a place other than the place of performance.
8. If the cure fails, the Customer shall be entitled to withdraw from the contract or demand a reduction of the contract price, at their discretion.
9. We shall be liable in accordance with the statutory provisions for fraudulent concealment of a defect or in terms of an assumed guarantee for the quality of the purchased goods.
10. We shall be liable in accordance with the statutory provisions, provided that the Customer asserts claims for damages that are based on intent or gross negligence, including the intent or gross negligence of our representatives or persons used by us to perform our obligations. Unless charged with an intentional or grossly negligent breach of contract, our liability for damages shall be limited to the foreseeable, contract-typical damage.
11. We shall be liable in accordance with statutory provisions in the event of a culpable infringement of an essential contractual obligation; in this case, too, liability for damages shall be limited to foreseeable, typically occurring damage. An essential contractual obligation is concerned if the breach of obligation relates to compliance with an obligation on which the Customer relied and was entitled to rely.
12. If the Customer is otherwise entitled to claim compensation for damages due to a negligent breach of obligation in lieu of our performance, our liability is limited to compensation of the foreseeable, typically occurring damage.
13. Liability for culpable injury to life, body or health remains unaffected. The same applies to the mandatory liability pursuant to the Product Liability Act.
14. Unless otherwise agreed above, we shall accept no liability.
15. The limitation period for claims for defects is 12 months. This does not apply to our liability in the cases envisaged in clauses 9-13 and in the cases of Section 438(1) No. 2 BGB. The statutory limitation period for claims for damages in relation to delivery pursuant to Sections 478, 479 BGB remains unaffected.

7) Overall liability

1. We shall accept no further liability for damages as stipulated in clause 6, irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages based on a culpable breach of obligations in connection with the conclusion of contracts, on other breaches of obligations or for claims based on tort action claims for compensation of damage to assets pursuant to Section 823 BGB.
2. The limitation according to clause (1) also applies in cases where the Customer claims compensation for futile expenses in lieu of performance instead of a claim for compensation of the damage.
3. Where liability for damages on our part is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and persons used by us to perform our obligations.

8) Securing retention of title

1. We reserve title to the purchased items until satisfaction of all, even future, claims and ancillary claims under the existing business relationship with the Customer on whatever legal grounds, and even if payment has been made towards certain bills outstanding. The retention of title in the case of an existing current account relates to the acknowledged balance. In the event of a breach of contract on the part of the Customer, in particular payment default, we shall be entitled to recover the purchased goods. Our recovery of the purchased goods constitutes withdrawal from the contract. After recovery of the purchased goods, we are entitled to liquidate them; the proceeds of the liquidation shall be deducted from the amount owed by the Customer, subject to deduction of reasonable costs for the sale.
2. The Customer is obliged to handle purchased goods with care. The Customer is obliged in particular to adequately insure the goods at their own expense against fire and water damage and theft at replacement value. If maintenance and inspection work is required, the Customer shall carry out such work at their own expense.
3. In the case of a pledge or other interventions on the part of a third party, the Customer shall notify us promptly in writing to enable us to file a claim pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a claim pursuant to Section 771 ZPO, the Customer shall be liable for the costs we incur.
4. The Customer is entitled to resell the purchased goods in the ordinary course of business. However, the Customer hereby assigns all of our claims in the amount of the final invoice amount (including VAT) which have accrued to the Customer from the resale of the goods against their buyers or third parties, irrespective of whether the purchased goods were resold without or after processing. The Customer remains authorised to collect these claims even after the assignment. Our right to collect the claims ourselves is not affected. We undertake, however, not to collect the claims as long as the Customer meets their payment obligations, does not default on payment and in particular as long as no application to commence settlement or insolvency proceedings has been filed in regard to the Customer’s estate or as long as the Customer has not suspended payments. Otherwise, we may require the Customer to disclose the assigned claim and the relevant debtors to us and to provide all information needed to collect the claims, to hand over the related documents and inform the debtor (third party) of the assignment.
5. The processing or conversion of the purchased goods by the Customer shall always be undertaken on our behalf. If the purchased goods are processed with other goods that do not belong to us, we shall acquire co-ownership in the newly created goods at the ratio of the value of the purchased goods (final invoice amount, including VAT) to the other processed goods at the time of the processing. The goods created through processing shall otherwise be governed by the same provisions as the purchased goods delivered subject to retention of title.
6. If the purchased goods are inseparably intermixed with other goods that do not belong to us, we shall acquire co-ownership in the newly created goods at the ratio of the value of the purchased goods (final invoice amount, including VAT) to the other mixed goods at the time of the intermixture. If the intermixture is such that the goods of the Customer are to be regarded as the main item, it is agreed that the Customer transfers proportional co-ownership to us. The Customer shall hold the sole or co-ownership in the goods on our behalf.
7. The Customer also assigns to us the claims that result from the intermixture of the ordered goods with immovable property against a third party to secure our claims against the Customer.
8. We undertake to release all securities to which we are entitled at the request of the Customer to the extent that the liquidated value of our securities exceeds the claims that are to be secured by more than 20%; the securities to be released shall be chosen by us.

9) Place of jurisdiction – Applicable law – Place of performance

1. Our registered office shall be the exclusive place of jurisdiction. However, we are also entitled to file a claim against the Customer at any other statutory place of jurisdiction.
2. The laws of the Federal Republic of Germany shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
3. Unless otherwise stipulated in the order confirmation, our registered office is the place of performance.

Last updated: September 2019