deutsche Version

General terms and conditions of trade, delivery and payment as applicable for the printing industry

I. Applicability, conclusion of contract

The following terms and conditions shall apply to all orders placed. Conflicting or differing conditions must be approved in writing.

II. Prices
  1. The prices quoted by the contractor in his offers shall apply for a maximum period of four months from receipt of quotation by the customer and under the proviso that no changes are made to the order data on which the quotation is based. When orders are to be delivered to a third party, the person or company placing the order is deemed to be the customer unless otherwise provided.
    The prices quoted by the contractor are exclusive of value-added tax.
    The prices quoted by the contractor are ex works prices and do not include packaging, freight, postage, insurance or other shipping costs.
  2. Subsequent changes made at the request of the customer, including any machine down-time resulting from such changes, shall be charged to the customer. Repeated proof printing requested by the customer due to minor deviation of a proof from the original shall also be deemed to be a subsequent change.
  3. Sketches, drafts, specimen typesetting work, specimen prints, samples, proof sheets and other preparatory work ordered by the customer shall be charged to the customer.
III. Payment
  1. Payment shall be effected immediately upon receipt of invoice without deduction. Discount arrangements shall not apply to freight, postage, insurance or other shipping costs. Invoices shall be made out as per date of delivery, partial delivery or availability of goods for delivery (place of performance is the contractor’s domicile, default in acceptance). Bills of exchange shall only be accepted if a special agreement has been made to this effect and in lieu of payment without discount. Any discount and expenses shall be payable immediately by the customer. Should a bill of exchange be dishonoured, the contractor shall not assume any liability for punctual presentation, protest, notification and return of the same, unless intent or gross negligence on the part of the contractor or any person employed by him can be proven.
  2. In the case of extraordinary advance performance the contractor is entitled to request appropriate advance payment.
  3. The customer may only set off sums payable against an undisputed or absolute legal title or claim. If the customer is a merchant [Vollkaufmann] within the meaning of the German Commercial Code [HGB]), no right of retention on his part shall apply. The rights pursuant to Section 320 of the German Civil Code [BGB] exist as long and as far as the contractor fails to fulfil his obligations pursuant to paragraph VI. 3.
  4. Should payment of sums due become endangered due to any deterioration of the customer’s financial circumstances which occurs or becomes evident following conclusion of the contract, the contractor is entitled to request advance payment, to withhold goods not yet delivered and to stop further processing of the order. These rights of the contractor shall also apply if the customer is in arrears with payments resulting from the same legal relationship.
  5. Default payments are subject to interest of 2% in excess of the German Central Bank’s valid discount rate, notwithstanding any claims for further compensation for losses caused by the same default incident.
IV. Delivery
  1. Where the contractor has agreed to arrange shipment, he shall effect such shipment on the customer’s behalf with due diligence, but shall only be liable for intent or gross negligence on his own part. All risks shall be transferred to the customer as soon as the goods have been handed over to the person/company effecting the transport.
  2. Delivery dates shall only apply when expressly confirmed by the contractor. Where a written contract has been concluded, the delivery date must also be confirmed in writing.
  3. If the contractor is in delay of delivery, the original term shall be extended by a reasonable period. If the new deadline elapses without delivery being effected, the customer is entitled to withdraw from the contract. This shall not affect the provisions of Section 361 of the German Civil Code [BGB].
  4. Operational disturbances – either at the contractor’s company or/and at the company of a supplier – in particular strikes, lock-outs and all other kinds of force majeure, shall not entitle the other party to terminate the contract. The principles concerning frustration of contract shall remain unaffected.
  5. Pursuant to Section 369 of the German Commercial Code [HGB], the contractor is entitled to withhold printing and punching die copies, text copies, raw materials and other articles provided by the customer until all due claims resulting from the relevant contract are fully satisfied.
  6. The contractor agrees to take back packaging as far as this is required by the German Packaging Regulations [Verpackungsverordnung]. The customer may return packaging to the contractor’s premises during normal business hours after reasonable prior notification, unless another place of reception/collection has been named to him. Packaging may also be returned to the contractor upon delivery, unless a different place of reception/collection has been named to the customer. Packaging will only be taken back immediately upon delivery of the goods, or in the case of follow-up deliveries after reasonable prior notification and if prepared ready for transport. The customer shall bear the transport costs for the used packaging. If the named place of reception/collection is further away than the contractor’s premises, the customer shall only be charged those transport costs which would be attributable if transport were to be effected to the contractor’s premises. The returned packaging must be clean, free of foreign matter and sorted by type of packaging. Otherwise, the contractor is entitled to charge any additional costs of disposal to the customer.
V. Retention of title
  1. The contractor shall retain title of the goods delivered until payment has been effected in full.
  2. The following regulations shall apply to commercial transactions only:
    The contractor shall retain title of the goods delivered until payment of all sums owed by the customer to the contractor at the date of invoice has been effected in full. The customer is only entitled to resell such goods in the ordinary course of business. The customer hereby assigns its claims resulting from such resale to the contractor. The contractor hereby accepts such assignment. The customer is obliged to indicate the debtor of any such sums so assigned, at the latest in the case of default. Should the value of any such collateral granted to the contractor exceed the amount due to the contractor by more than 20%, the contractor is obliged at the request of the customer or of any third party prejudiced by this excess collateral to release an equivalent part of such collateral as specified by the customer.
  1. When processing operations are performed by the contractor or goods are owned by him, the contractor shall be deemed to be the producer pursuant to Section 950 of the German Civil Code [BGB] and shall retain title of these products throughout such operations. When third parties are involved in such processing operations, the contractor’s co-ownership interest is limited to the invoice value attributable to the goods subject to retention. The title so acquired shall be deemed to be the retained property.
VI. Complaints, warranties
  1. At all events, the contractor is obliged to verify that the delivered goods as well as any preliminary and intermediate products sent for acceptance conform to the terms of the contract. Upon the customer giving his permission to print or produce, all risk of errors and defects passes to the customer, except where such errors and defects have occurred or become evident during the production phase following permission to print or produce. The same applies to any and all other permissions given by the customer to proceed with processing.
  2. Complaints shall only be considered if these are made within one week of receipt of the goods. Any hidden defects which cannot be discovered during the initial immediate inspection must be reported within the statutory warranty period.
  3. If the complaint is justified, the contractor is obliged to effect reworking or substitute delivery – at the contractor’s discretion – to the value of the invoice, notwithstanding further claims, except in the case that warranted properties are missing or intent or gross negligence on the part of the contractor or any person employed by him can be proven. The same applies in the case of complaints concerning reworking or substitute delivery. In the case of delay, omission or failure of reworking or substitute delivery, the customer may request price abatement (reduction) or annulment of the contract (rescission).
  4. Defects in any part of the goods delivered do not give the customer the right of complaint to the whole delivery, unless partial delivery is of no interest to the customer.
  5. In the case of colour reproductions, slight deviations from the original do not give reason for complaint, regardless of the production procedure applied. The same applies to comparisons between proof sheets and print run samples.
  6. In the case of deviations concerning the quality of the material employed, the contractor shall only be held liable to the extent that its respective suppliers may be held liable. In such case the contractor shall be exempted from liability if he assigns his claim against the suppliers to the customer. The contractor shall be held liable in the event that he is not able to place or enforce claims against the suppliers for reasons of his own negligence.
  7. The contractor is not obliged to inspect material (including storage media) supplied by the customer or a third party engaged by the customer.
  8. Excess or short delivery of up to 10% of the print run ordered shall not give cause for complaint. The quantity delivered shall be invoiced. In the case of deliveries involving customized paper grades and formats, such short delivery percentage shall amount to 20% for quantities up to 1,000 kg and to 15% for quantities up to 2,000 kg.
VII. Liability
  1. As a basic principle, the contractor is only liable for damage caused by intent or gross negligence.
  2. Apart from this, the following regulations shall govern the contractor’s liability in the event of negligence:
    Claims for damages resulting from consequential losses, a positive breach of contract, culpa in contrahendo and unlawful acts are excluded. If the order involves enhancement or finishing of printed products, the contractor shall not be liable for impairments of the processed or finished product caused by such. Claims for damages resulting from impossibility of performance and delay shall be limited to the order value (self-rendered services minus advance performance and material).
  3. The foregoing liability limitations shall also apply to persons employed by the contractor and to his vicarious agents.
  4. In all commercial transactions, the contractor shall only be liable for damage caused by intent or gross negligence.
  5. The foregoing liability limitations shall not apply in the case of culpable violation of fundamental contractual obligations to the extent that fulfilment of the purpose of the contract is endangered, nor when warranted properties are absent, nor when the contractor has a binding liability pursuant to the law governing product liability.
VIII. Periodic work
  1. Contracts on periodic work may be terminated with a minimum period of three months from the end of the month in which notice is given.
IX. Copyright
  1. The customer bears sole liability if the execution of his order infringes the rights, in particular copyrights, of a third party. The customer shall indemnify the contractor against any and all third party claims resulting from such infringement of rights.
X. Imprint
  1. Subject to the customer’s consent, the contractor may include an appropriate reference to his company in the products supplied under the respective contract. The customer may only refuse such consent if he has an overriding interest in doing so.
XI. Place of performance, jurisdiction, validity
  1. If the customer is a merchant [Vollkaufmann] entered in the commercial register within the meaning of the German Commercial Code [HGB] or does not have a general place of jurisdiction in Germany, the place of performance and jurisdiction for all disputes resulting from the contractual relationship, including proceedings in connection with cheques, bills of exchange and other legal instruments, shall be the contractor’s business domicile. These General Terms and Conditions are governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  2. If any of these terms and conditions shall be found to be void or ineffective, this shall not affect the validity of the remaining terms and conditions.