I. Scope, Conclusion of contract
Orders are fulfilled based exclusively on the following conditions. Any other conditions must be set out in writing.
1. The prices stated in the contractor’s quotation are valid under the condition that the order data remains unchanged, and they remain valid for a maximum of three months after the contractee has received the quotation. When orders are delivered to third parties, the orderer is considered to be the contractee, unless stated otherwise in an explicit agreement. The contractor’s prices do not include VAT and apply ex works. Packing, freight, postage, insurance and other additional costs are calculated separately.
2. The contractee will be invoiced for any subsequent modifications requested by it as well as for the resulting machine stoppage accompanying the modification request. The amount will be calculated based on the original order value of the part produced along with a flat compensation fee of 50% of this amount for the machine stoppage. Repeat proofs requested by the contractee due to minimal divergence from the template are also considered to constitute a modification.
3. Outlines, drafts, proof sets, print proofs, embroidered proofs, patterns, proof sheets and comparable preparatory work initiated by the contractee will be invoiced.
1. Payment shall be made immediately upon receipt of the invoice, without discount. Any cash discount for prompt payment agreed upon does not apply to freight, postage, insurance or other shipping costs. The invoice will be issued and dated to the day of the delivery, partial delivery or delivery readiness (delivery must be collected by the contractee, default of acceptance). Bills of exchange are accepted only by special agreement and on account without any applicable cash discount. The contractee shall bear the cost of discounts and expenses. These are immediately payable by the contractee. The contractor will not be held liable for the timely presentation, protest, notification and return of a bill of exchange after dishonor insofar as the contractor has not acted with wrongful intent or gross negligence.
2. An appropriate payment in advance may be demanded for extraordinary preliminary work.
3. The contractee may settle only with an undisputed outstanding amount or one recognized as legally binding. A contractee entered as a merchant in the commercial register as defined by the German code of commercial law (HGB) may not reserve any rights of retention. However, the rights pursuant to § 320 of the German civil code (BGB) shall remain in place as long and insofar as the contractor has not fulfilled its obligations pursuant to Section VI. 3.
4. Should payment of a claim become jeopardized due to a deterioration of the financial circumstances of the contractee occurring or becoming known after conclusion of the contract, the contractor may demand payment in advance, retain undelivered goods and discontinue work. The contractor may also reserve these rights if the contractee is late in paying for the shipment arising from the contractual relationship.
5. A payment shall automatically be considered late if the contractee has not made the payment within 30 days after the due date and reception of the invoice.
1. Once the contractor has undertaken to ship the goods, it will carry out this shipment to the contractee with the required care, but shall be held liable only for wrongful intent or gross negligence. The contractee assumes all risk as soon as the shipment has been received by the transporter.
2. Delivery dates shall be considered binding only upon acknowledgement in writing by the contractor. Fixed-date delivery transactions of any kind must be agreed upon in writing. They shall be considered valid only if the reason for the transaction is stated in the document.
3. In the event of a delay on the part of the contractor, the contractor shall first be granted an appropriate additional period of time. Once this additional period has elapsed to no effect, the contractee may rescind the contract. The application of BGB § 323 Section 2 Subsection 2 shall remain unaffected.
4. Interruptions in the operations of both the contractor as well as of a supplier, in particular strikes, lockouts, or any other type of force majeure, shall not give reason to terminate the contractual relationship. The application of BGB § 313 shall remain unaffected.
5. Pursuant to HGB § 369, the contractor reserves the right to retain printing and stamp templates, manuscripts, feedstock and other items delivered by the contractee until all obligations resulting from the business relationship have been settled.
6. The contractor retains ownership of all printing and stamp templates it designs, even if the production costs are borne by the contractee. A separate agreement in writing and separate payment to the contractor are required for the transfer of ownership of such templates.
7. Pursuant to the regulations on packaging, the contractor is required to take back any packaging. The contractee may, upon appointment in advance, return any packaging to the contractor’s place of business during regular business hours, unless the contractee has been advised of a different reception or collection point. Packaging returns will be accepted only immediately upon delivery of the goods, and in the event of subsequent deliveries, only upon advance notification and provision. The contractee shall bear the cost of transporting used packaging. If the indicated reception or collection point is located further away than the contractor’s place of business, the contractee shall bear only the transportation costs that transportation to the contractor’s place of business would have incurred. The packaging to be returned must be clean, free from foreign matter and sorted according to type. Otherwise, the contractor reserves the right to invoice the contractee for incremental costs of the disposal.
V. Retention of title
1. The delivered goods shall remain the property of the contractor until full payment has been made.
2. The following rules apply only to business dealings: The delivered goods shall remain the property of the contractor until all amounts receivable by the contractor from the contractee at the invoice date have been paid in full. The contractee shall have the right of resale only by due course of business. The contractee hereby cedes to the contractor the receivables from this resale. The contractor hereby accepts this cession. The contractee is required to identify the party liable for receivables payment, at the very latest when payment is past due. If the value of the collateral existing for the contractor exceeds the amount receivable by more than 20% in total, the contractor is required, upon request by the contractee or a third party harmed by the overcollateralization of the contractor, to release collateral of the contractee’s choice.
3. If the contractor reworks or processes goods it owns, the contractor shall be regarded as the producer pursuant to BGB § 950, and shall retain ownership of the products at all stages of processing. If third parties participate in the reworking or processing, the contractor shall be restricted to a joint ownership share commensurate to the invoice value of the goods subject to retention of title. Property acquired in this manner shall be regarded as property subject to retention of title.
VI. Complaints, warranties
1. The contractee shall always examine the compliance of the delivered goods as well as of the preliminary and intermediate products with the contractual agreement. Once printing/production readiness has been declared, the contractee assumes the risk of all defects, provided the defects do not occur during the production process or are recognized during production following the declaration of printing/production readiness. The same also applies to all clearance declarations of the contractee.
2. Complaints can be submitted only within a week of receipt of goods. For hidden defects invisible to an immediate examination, the warranty period shall be one year. If the contractee is a consumer as defined by BGB § 13, the warranty period shall be two years.
3. In the case of legitimate complaints, the contractor shall at its discretion and excluding other claims have the right to rework and/or deliver a replacement up to a value commensurate to the order, provided a guaranteed feature is not present or the contractor or its agents are culpable of wrongful intent or gross negligence. The same applies in the case of a legitimate complaint regarding the reworking or replacement delivery. The contractor shall have the right to rework the order three times. Should the reworking or replacement delivery be unsatisfactory, the contractee is entitled to demand a payment markdown (reduction of purchase price) or a rescission of the contract (cancellation of sale).
4. Defects in parts of the delivery do not warrant rejection of the entire delivery. Partial delivery free from defects must be accepted and paid for.
5. Colored reproductions from any production process may not be rejected solely due to a negligible deviation from the original. The same applies to a comparison between proofs and printed editions. Such color deviations are to be regarded as negligible if there are no more than two color grades on the Pantone and HKS color charts.
6. For textiles, shrinkage values of less than 5% do not merit warranty claims due to defect. Disregarding the producer’s washing and care instructions will result in the forfeiture of any warranty rights granted by the contractor.
7. In the case of deviations in the consistency of the material used, the contractor shall be held liable only for the amount of its own receivables from the supplier. In this case, the contractor is released from its liability if it cedes claims against the supplier to the contractee. The contractor shall be held liable unless the claims against the supplier are not the fault of the contractor or if they cannot be enforced.
8. Deliveries (including data storage devices) by the contractee or by a third party engaged by the contractee do not require examination by the contractor.
9. Over- or under-delivery up to 10% of the amount ordered may not be rejected. The amount delivered shall be invoiced.
1. The contractor shall be liable only if it has caused harm through wrongful intent or gross negligence.
2. Otherwise, the following regulations apply for the liability of the contractee in the event of negligence: the right to claim compensation for damages arising from consequential damages caused by the defect or by unlawful acts, pursuant to BGB § 280, is excluded. If the subject of the order is contract processing work or the further processing of printing products, the contractor shall not be held liable for resulting damage of the product to be processed or further processed. Claims for damage compensation due to impossibility and delay are limited to the value of the order (own contribution excluding advance payment and material).
3. Foregoing limitations of liability apply to the same extent to the contractor’s agents and subcontractors.
4. In business dealings, the contractor shall be held liable only for harm caused by wrongful intent or gross negligence.
5. Foregoing limitations of liability do not apply in the case of non-accidental infringement of substantive contractual obligations if the purpose of the contract is jeopardized, or of the absence of guaranteed features or in cases of mandatory liability as defined under German product liability law.
VIII. Periodic work
Agreements on periodically recurring work may be terminated at month’s end with a minimum notice period of three months.
The contractee shall be the sole party held liable if, during the realization of its order, the rights, in particular the copyrights, of third parties are infringed. The contractee shall indemnify the contractor against all third-party claims arising from such an infringement and shall be liable for any damages sustained by the contractor.
X. Legal notice
The contractor may, with the contractee’s approval, advertise its company in an appropriate manner on the goods produced under the contractual agreement. The contractee may deny the approval only if it has a prevailing interest.
XI. Place of performance, jurisdiction, validity
1. If the contractee is entered as a merchant in the commercial register as defined by the HGB or has no domestic place of general jurisdiction, the place of performance and jurisdiction for all disputes arising from the contractual relationship shall be the contractor’s registered office and principal place of business. German law applies to the contractual relationship. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) is excluded. If one or more provisions are invalid or without effect, the remaining provisions shall remain valid and unchanged.