I. Applicability
Orders will be supplied in accordance with the following terms and conditions. Any varying stipulations require the written form.
II. Reciprocal services
1. The prices shown in the customer’s quotation apply subject to the restriction that the order data forming the basis of the quotation remain unchanged. The supplier’s prices do not include value-added tax. The supplier’s prices apply ex-works. They do not include packaging, freight, carriage, insurance or other delivery costs.
2. Subsequent changes at the request of the customer, including any machinery standstill times caused by such changes, will be charged to the customer. Subsequent changes also applies to repeated test prints required by the customer due to minor variations from the original.
3. Sketches, drafts, test settings, test prints, samples and other preparatory work carried out at the request of the customer, will be invoiced, even if no order is placed.
III. Payment
1. In case of provision of unusually large quantities of materials, special materials or preparatory services, the supplier may require payment in advance.
2. The customer may only reconcile outstanding payments against counter-claims if these are either undisputed or have been established in law. A customer who is a businessman in the sense of HGB (German commercial code) is not entitled to retain or reconcile payments. The rights conferred by § 320 BGB remain unaffected however, as long as and insofar as the supplier fails to fulfil his obligations in accordance with Section VI. 3.
IV. Late payment
1. If the fulfilment of the payment claim is placed at risk due to a deterioration in the customer’s financial situation which occurs or becomes known after conclusion of the contract, the supplier will be entitled to require advance payment and immediate payment of all outstanding invoices, even though they might not yet be due for payment, to retain goods not yet delivered, and to discontinue further work on still outstanding orders. These rights also accrue to the supplier if the customer fails to make payment, despite a justified reminder.
2. In the event of late payment, late payment interest will be charged at an appropriate market rate. This does not exclude possible further claims for damages due to late payment.
V. Delivery
1. The supplier will carry out delivery on behalf of the customer with all due care and attention: the supplier however only accepts liability for deliberate or gross negligence. The goods are insured by HBS.
2. Delivery times are only binding if expressly confirmed by the supplier. If the contract is concluded in writing, the confirmation of the delivery time also requires the written form. Delivery times are ex-stores Frickhofen.
3. If the supplier falls into arrears with the provision of his services, he must first be granted an appropriate additional period to provide the services. If this period elapses without the supplier being able to provide the services, the customer is entitled to withdraw from the contract. § 361 BGB remains unaffected. Compensation for late provision of services is restricted to the total of the order value (own services excluding preparatory work and materials).
4. Operational problems – both with the supplier or with one of his subsidiary suppliers – especially strikes, lock-outs, war, civil unrest and all other cases of force majeure may not be considered as grounds for cancellation of the contractual relationship. The principles on the loss of the business basis remain unaffected.
5. The goods delivered remain the property of the supplier until full settlement has been made of all claims of the supplier outstanding against the customer at the date of invoice.
6. The supplier has the right, in accordance with § 369 HGB, to retain all patterns, manuscripts, raw materials and other items provided by the customer until full settlement has been received of all claims arising out of the business relationship.
VI. Complaints
1. The customer is responsible for checking that the goods delivered conform to the contract, and for correcting any intermediate products supplied. The risk of any errors is transferred to the customer when he declares that materials are ready for printing, provided that this does not refer to errors which only occur or can be detected in the next production stage following approval of the materials for printing. The same also applies for all other approval declarations on the part of the customer on further production, and in particular the approval of our production sample.
2. Complaints must be made within one week of receipt of the goods. Complaints relating to concealed faults which are not apparent on immediate inspection of the goods, may only be made against the supplier if the complaint is received by the supplier within six months after the goods have left the supplying works.
3. In the event of justified complaints, the supplier will be obliged, at his discretion and to the exclusion of all other claims, either to carry out rectification of the goods and/or provide replacement goods, up to the total amount of the order value, unless a previously assured property is lacking, or the supplier or other persons engaged by him for the purposes of the contract are culpable of deliberate or gross negligence. If the contract concerns the finishing or further processing of printed materials on a sub-contract basis, the supplier is not liable for any impairment thus caused to the products to be finished or processed, unless the damage caused is due to deliberate or gross negligence.
4. Faults in a part of the goods delivered do not entitle the customer to reject the complete delivery.
5. In the case of colour reproductions produced by any and all printing processes, minor colour variations from the original may not be claimed as a source of complaint. The same applies for the comparison between sample prints and full-run prints.
6. For variations in the properties of the materials used, the supplier is only liable up to the amount of his own claims against the relevant subsidiary supplier concerned. In such a case, the supplier is relieved of his liability if he relinquishes his claims against the subsidiary supplier in favour of the customer. The supplier is liable as a guarantor, insofar as no claims exist against the subsidiary supplier due to the culpability of the supplier, or such claims cannot be pursued.
VII. Storage, insurance
1. Samples, raw materials, printed matter and other items suitable for reuse, together with semi- and fully-finished products, will only be stored beyond the delivery date by prior agreement, and for a special charge. The supplier is liable only in the event of deliberate or gross negligence.
2. The above items, where such have been provided by the customer, will be handled with all due care and attention up to the time of delivery. The supplier is only liable for damage in the event of deliberate or gross negligence.
3. If the above items are to be insured, such insurance cover must be provided by the customer himself.
4. Films and other printing materials will only be stored for the purposes of follow-on orders at the express request of the customer. We accept no liability for damage to such items which might be caused, despite proper handling, by such things as wear. Our responsibility to store such items lapses if no follow-on orders are received from the customer within two years. In this case, the items will be disposed of as we see fit.
VIII. Ownership, copyright
1. The items used by the supplier for the production of the contract products, in particular films, lithographs, drafts, inter-negatives and camera-ready drawings, remain the property of the supplier, even if they have been charged for separately, and will not be delivered.
2. The customer himself is solely liable in the event that the performance of the order infringes the rights of third parties, particularly copyright. The customer indemnifies the supplier against all claims by third parties due to such infringement of rights.
VIII. Credits
The supplier may, with the agreement of the customer, make suitable reference to his company on the contract products. The customer may not withhold such agreement if he has an overriding interest in the matter.
IX. Place of fulfilment
1. Place of fulfilment and seat of adjudication for all claims and legal disputes arising out of the contractual relationship, including foreign exchange and title claims, is the head office of the supplier, if both he and the customer are commercial entities in the sense of HGB.
2. The possible invalidity of one or more stipulations of these terms and conditions does not affect the validity of the remaining stipulations. |
