All agreements and offers are based on the supplier’s terms and conditions. They are considered accepted upon order placement or acceptance of the delivery. Deviating, conflicting, or supplementary general terms and conditions of the buyer shall only become part of the agreement if we have expressly agreed to their validity. This requirement for consent applies in all cases, even if we execute the delivery to the buyer without reservation while being aware of the buyer’s terms and conditions. The supplier’s terms and conditions apply regardless of whether we manufacture this product ourselves or purchase it from suppliers. Unless otherwise agreed, these terms and conditions are considered a framework agreement, also for similar future contracts, without the need to explicitly refer to them in each individual case.
- Price Quote
The price quotes are provided in EUR and, unless otherwise stated, are prices that do not include value-added tax; they become binding only upon confirmation of the order by the supplier.
- Payment Terms
The invoice (net price plus value-added tax) is issued on the day the goods or partial delivery leave the premises. Payment of the invoice amount (net price plus value-added tax) must be made in EUR within 30 days from the invoice date without deduction. A discount of up to 2% is granted for payment within 8 days from the invoice date. For new connections, advance payment may be requested. However, even within an ongoing business relationship, we are always entitled to deliver only against advance payment. We declare this reservation at the latest upon order placement. A discount deduction on partial or interim invoices is only granted if cash payment is made within the period specified in paragraph 1. If it becomes apparent after the conclusion of the contract (e.g., through an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer’s lack of performance, we are entitled to refuse performance and, if necessary, to withdraw from the contract after setting a deadline, in accordance with § 321 of the German Civil Code (BGB). In contracts for the manufacture of non-fungible items (custom-made products), we can declare immediate withdrawal; the provisions on the dispensability of setting a deadline remain unaffected. If a significant deterioration in the financial circumstances of the client becomes known or if the client is in arrears with a payment, the supplier has the right to demand immediate payment of all open invoices, including those not yet due. In case of default in payment, default interest of 5 percentage points above the respective base interest rate is to be paid. For bank transfers and checks, the day on which the credit notification is received by the supplier is considered the date of payment. If the above payment terms are amended in favor of the client, the client shall bear all credit and other costs.
- Retention of Title
All delivered goods remain our property until all payment obligations have been fulfilled. The buyer may sell and/or process the goods in the course of its regular, customary business operations. The retention of title remains effective even in the case of processing and then extends proportionately to the new product. In the event of further sale of the goods, whether processed or unprocessed, the customer hereby assigns to us all claims against the purchaser in the amount of our entire outstanding claims. Pledging or transferring goods that are wholly or partially subject to this extended retention of title to third parties is prohibited to the buyer. Goods subject to retention of title may not be pledged to third parties or assigned as security until the secured claims have been paid in full. The buyer must promptly notify us in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) access goods owned by us. In the event of the buyer’s breach of contract, particularly in case of default in payment, we are entitled to take back the goods after issuing a warning, and the buyer is obligated to surrender them.
Unless otherwise agreed, the following conditions apply: Deliveries under EUR 1,000 are ex works. Shipping is at the expense and risk of the client. Transport insurance is arranged by the suppliers only upon explicit instructions from the client. Deliveries from EUR 1,000 are free to the customer’s location. Shipping is at the supplier’s expense and risk. Transport insurance is covered by the supplier.
- Delivery Time
If no delivery dates are agreed upon but delivery times based on specific periods are determined, these shall commence on the day of dispatch of the order confirmation and end on the day the goods leave the works or are stored due to impossibility of dispatch. During the customer’s examination of proofs, production samples, plates, etc., the delivery time is suspended from the day of dispatch to the customer until the customer’s response is received. If the customer requests changes to the order after order confirmation that affect the production time, a new delivery time shall begin only upon confirmation of the changes. Disruptions to operations, whether in our own operation or in those of third parties on which production and transportation depend, caused by significant events such as war, strikes, lockouts, riots, coal or power shortages, transportation failure, labor disputes, and other cases of force majeure leading to unforeseeable consequences for performance, release both parties from their performance obligations for the duration and scope of the disruption, even if they are in default. Automatic termination of the contract is not associated with this. However, the parties are obligated to notify each other immediately of such an event and to adjust their obligations to the changed circumstances in good faith (force majeure). If the delays resulting from force majeure exceed a period of 3 months, the parties are entitled to immediately withdraw from the orders that are open at that time and affected by the force majeure, with immediate effect. The withdrawal must be in writing to be effective. Mutual claims are excluded in such cases. Partial deliveries are permissible within the delivery periods specified by us, provided that this does not result in any disadvantages for their use.
- Delivery Delay
In case of delivery delay by the supplier, the client is entitled to exercise its legal rights only after setting a reasonable grace period; it cannot claim compensation for loss of profit.
- Acceptance Delay
If the client does not accept delivery promptly within a reasonable period after notification of completion or if shipment is impossible for reasons not attributable to the supplier, then the supplier is entitled to either store the goods for the account and risk of the client or to have them stored by a forwarding agent. Storing and safekeeping of raw materials, semi-finished and finished products, e.g., finished print work, printing plates of all kinds, foreign papers, etc., will be done only upon prior agreement. The acceptance of materials or goods produced in stock (e.g., call-off orders) must take place within 3 months at the latest. Storages beyond this period require written approval from the suppliers.
- Complaints Complaints are permissible immediately, but no later than one week after receipt of the goods. The client is obligated to inspect the delivered goods, even if sample copies have been sent. Defects in part of the delivery do not entitle the client to complain about the entire delivery. If the goods have defects within the meaning of § 434 of the German Civil Code (BGB), the supplier shall provide replacement or rectify the defect. Multiple rectifications are permissible. Further claims or compensation for consequential damages by the client, caused by subsequent damages, are generally excluded from our liability, unless the supplier is guilty of intent or gross negligence. This applies to the supplier’s liability in the event of an explicit guarantee of certain properties. Hidden defects that cannot be found after immediate inspection may only be claimed against the supplier if the defect complaint is received by the supplier within one year from the date the goods leave the supplier’s works. In the case of consumer goods purchases, statutory warranty obligations apply.
Liability in Tort
We are liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In the event of ordinary negligence, we are liable in accordance with the statutory provisions, but the liability is limited to the replacement of foreseeable, typically occurring damages. The above liability limitations also apply to breaches of duty by or in favor of persons whose fault we are responsible for under statutory provisions. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods, or for claims by the buyer under the Product Liability Act. In the case of a breach of duty that does not constitute a defect, the buyer can only withdraw or terminate the contract if we are responsible for the breach of duty. A free right of termination by the buyer is excluded. Otherwise, statutory requirements and consequences apply.
Our prices include a discount for the client’s costs of disposing of transport packaging.
Sketches, Drafts, Proofs, and Samples are charged even if the order is not placed.
The client is solely responsible for checking the right to reproduce all print templates. Subject to explicit agreement to the contrary, the supplier retains the copyright and the right to reproduce in any process and for any purpose on its own sketches, drafts, originals, films, and the like. Lithographs, printing plates, copy templates (negatives and positives on film or glass), clichés, mats, embossing plates, die-cutting and the like remain the property of the supplier, even if they are billed separately, in full or in part. This also applies to films, typesetting cards, and other tools, etc. The supplier is not obligated to deliver reprints of lithographs and copies of copy templates to the client.
If manuscripts, originals, printing plates, papers, printed materials in stock, or other items brought in by the client are to be insured against theft, fire, water, or any other hazard, the client must arrange for insurance.
Proofs and test prints must be reviewed by the client and returned to the supplier as print-ready. The supplier is not liable for errors overlooked by the client. Changes requested by telephone must be confirmed in writing. For small printing jobs and typeset manuscripts, the supplier is not obligated to send the client a proof. If the client does not request the submission of a proof, liability for typesetting errors is limited to gross negligence. For color reproductions in all printing processes, minor deviations from the original are not a justified reason for a complaint. The same applies to comparisons between any proofs and the final print run.
Over-Delivery or Under-Delivery
In general, the full specified quantity will be delivered. The client is obligated to accept up to 10% over-delivery or under-delivery of the ordered quantity.
Company Text and Business Registration Number
The supplier reserves the right to include its company text, logo, or business registration number according to applicable practices or regulations and the available space on all types of deliveries.
Statute of Limitations
In deviation from § 438 para. 1 no. 3 of the German Civil Code (BGB), the general statute of limitations for claims arising from material and legal defects is 1 year from delivery. If acceptance is agreed, the statute of limitations begins with acceptance. 2. The above statute of limitations under sales law also applies to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation results in a shorter limitation period in individual cases.
Oral Agreements Oral agreements require written confirmation to be binding.
Place of Performance and Jurisdiction
If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, Hilden is the exclusive place of performance for both parties. 2. If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction – for all disputes arising directly or indirectly from the contractual relationship – is our place of business in Hilden. The same applies if the buyer is a business person within the meaning of § 14 of the German Civil Code (BGB). However, in all cases, we are entitled to file suit at the place of performance of the delivery obligation under these delivery conditions or a priority individual agreement or at the buyer’s general place of jurisdiction. Mandatory statutory provisions, especially regarding exclusive jurisdiction, remain unaffected. 3. German law applies to the business relationships and all legal relationships between the seller and the buyer.
Severability Clause Should a provision in these terms and conditions or a provision in any other agreement be or become invalid, this shall not affect the validity of all other provisions or agreements.