I. Transaction and Prices
- These General Terms and Conditions (GTC) shall apply between Paper + Design GmbH and Buyers/Customers being entrepreneurs within the meaning of Sect. 14 of German Civil Code (BGB).
- The terms and conditions of purchase or the GTC of the Customer shall impose no obligation on the Seller, even if the latter has not expressly opposed the same.
- The Seller’s offers are subject to change. A contract of sale will only be effective upon written confirmation of order by the Seller. Orders may be accepted within a period of 14 days from receipt. Any deviation shall be subject to the Seller’s confirmation.
- All agreements between the Seller and the Buyer shall be made in writing. Any transmission by telecommunication, such as email, shall only be considered sufficient if it is confirmed in the same way.
II. Prices and Payments
- The prices of the order confirmations shall be in Euro, plus the applicable statutory rate of value added tax EX Seller’s Works plus packing and labelling, and in case of export: customs duties and fees, as well as all public charges.
- The pricing shall be based on the cost factors applicable on the date of offer. If one of these cost factors changes by the date of delivery with a contractual delivery time exceeding four months, the Seller shall be entitled to adjust the price to the same extent.
- If not agreed differently, the purchase e shall become due no later than 30 days from the date of invoice. A 2 per cent discount will be granted for payments made within 14 days. The relevant date shall be the date of receipt by the Seller.
- The Seller shall be entitled to provide deliveries or services against advance payment or security only if he/she becomes aware of any circumstance that jeopardizes the payment of the Seller’s receivables from the contract concerned. Any non-observance of the payment terms shall entitle the Seller, after having set a reasonable time limit – 14 days –, to withdraw from the contract and claim damage of minimum 20 per cent of the purchase price, provided no higher loss can be proved, with the Buyer having the right to prove lower losses without prejudice to the right of taking back, at the Buyer’s expense, the goods delivered already under reservation of title.
III. Delivery Time, Acceptance and Default in Acceptance
- Subject to delivery capability shall apply to all orders. The delivery period shall run from the date of order confirmation. Any event of force majeure at one’s operations or those of businesses involved in contract performance, strikes and all other interruptions of operation ham- pering the progress of fabrication, and which cannot be attributed to the Seller, shall entitle the Seller to extend the delivery time for the period of such hindrance, or – provided such event hinders the Seller in performance not only temporarily or even renders it impossible – withdraw from the contract for the part not yet performed. The Seller shall not be liable for any such impossibility of or delay in performance.
- The Buyer shall not be entitled to reject partial deliveries.
- If the Buyer rejects acceptance after expiry of a period of grace or expressly states prior to that not being willing to accept the delivery, the Seller may withdraw from contract and claim damages for non-performance. The Seller may claim damages amounting to 20 per cent of the purchase price as flat rate, with the Buyer being free to prove that less loss has been incurred on the Seller, or in case a bigger loss has been proven, claim a higher amount.
- If the Seller defaults in performance or he/she is unable to perform, his/her liability shall be limited as provided for in Item VII. of these GTC.
IV. Quality, Dimensions, Weights, Excess and Short Deliveries, Warranty
- The warranty period shall be one year from receipt of delivery.
- In the production of stationeries, a certain amount of defective products cannot be avoided and a proportion of up to 2 per cent shall constitute no defect of quality.
- Water-based colours that are in compliance with the Law on Food Products are used for printing. Any special requirements shall be expressly mentioned in the order (e.g. light fastness, rubbing fastness, etc.). In absence of such mention, no liability will be accepted.
- Customary tolerances in colouring, quality, purity, strength and grammage of goods shall constitute no defect of quality.
- For printing jobs and custom-made products (contract work), the Seller reserves the right of excess or short deliveries of up to 10 per cent of the ordered quantity.
- The above provisions shall not affect the imperative provisions of Sect. 478 Para. 4 of the German Civil Code.
V. Shipment and Transfer of Risk, Storage Costs
- Upon handover to the forwarder or carrier, the risk shall be transferred – even if delivered carriage paid – to the Buyer. The costs of express deliveries shall be borne by the Buyer.
- Insurances for damage and loss in transit or other insurable risks shall only be taken out on express request by the Buyer and for his/her account.
- If shipment is delayed due to circumstances attributable to the Buyer, the risk shall be transferred to the Buyer on the date of readiness for shipment or delivery and receipt of relevant notice.
VI. Notice of Defect, Set-off
- The incoming goods shall be inspected immediately after receipt. The consignment shall be considered in order if no notice of defect is received within three (3) working days after receipt of the goods. For hidden defects, the above time limit shall run from the detection of such defect.
- In case of a valid complaint, the Seller shall decide at his/her discretion whether to offer rework or replacement. The Seller’s liability for damages shall be governed by Item VII. of these GTC.
- Notices of defect shall not entitle the Buyer to retain the purchase price or part thereof, unless the defects are undisputed or the claim has been recognized by declaratory judgement.
- Any set-off shall only be possible for undisputed claims and those recognized by declaratory judgement.
VII. Liability for Damages due to Negligence
- The Seller’s liability for damages irrespective of its legal ground, shall be limited to the provisions of this Item VII, as far as it depends on fault.
- 2. The Seller shall not be liable a) for any act of simple negligence; b) for any act of coarse negligence by his/her non-executive personnel or other agents, provided it does not concern a breach of any material contractual obligation.
- To the extent that the Seller is liable for damages on the merits in accordance with Item VII 2., such liability shall be limited to damage that has been foreseeable for the Seller upon conclusion of contract as a potential consequence of breach of contract or under consideration of the circumstances that were known to him/her, or that he/she should have recognized and foreseen had he/she exercised ordinary care.
- In case of liability for simple negligence, the Seller’s liability for damage to property or personal injury shall be limited to an amount of EUR 5 million, even if it concerns breach of material obligations.
- The restrictions of this Item VII shall not apply to supplier’s liability arising out of wilful acts, guaranteed qualities, injury of life, body or health or pursuant to the Product Liability Act.
VIII. Reservation of Title
- The goods will be supplied under reservation of title. They shall remain property of the Seller until payment in full of all outstanding obligations, as well as future ones from the business relationship with the Buyer, including any incidental costs, in particular any current account balances. The goods, and the goods falling under the reservation of title and taking the place of the same according to this clause, shall be called hereinafter reserved-title goods.
- The Buyer shall keep the reserved-title goods for the Seller, free of charge.
- The Buyer shall be entitled to dispose of the reserved-title goods in the ordinary course of business until occurrence of realization (Item VIII. 7.) Any pledging or transfer by way of security shall not be allowed.
- If goods resold are still under reservation of title, the reservation of title shall be replaced by the purchase price claims from such resale.
- In case of resale of reserved-title goods, the Buyer shall assign, in advance, all claims he/she may have against a third party to the Seller by way of security. The same shall apply to any other claims that take the place of the reserved-title goods or arise otherwise with respect to the reserved-title goods, such as insurance claims or claims from tort in case of loss or destruction. The Seller authorizes the Buyer irrevocably to collect the claims assigned to the Seller in his/her own name for the account of the Seller. The Seller may revoke said authorization in the case of realization only (Item VIII. 7.).
- 6. If any third party takes hold of the reserved-title goods, the Buyer shall advise such third party forthwith of the Seller’s ownership and notify the Seller, to enable him to enforce his ownership rights. If the third party is unable to refund to the Seller the legal and out-of-court costs incurred in this connection, the Buyer shall be liable to the Seller for such costs.
- If the Seller withdraws from the contract for conduct contrary to the contract’s terms – in particular default in payment – (‚realization event‘), he/she shall be entitled to demand return of the reserved-title goods.
IX. Place of Performance and Jurisdiction
- Place of performance and jurisdiction shall be Chemnitz. Any imperative provisions of law on exclusive jurisdiction shall remain unaffected by it. The law of the Federal Republic of Germany shall apply. The application of CISG shall be expressly excluded.
- If any provision of these GTC is invalid, the validity of the other provisions shall not be affected by it.
Note: the Buyer understands that the Seller will store contract data for the purpose of data processing pursuant to Sect. 28 of the Federal Data Protection Act (BDSG), and reserves the right to disclose such data to the extent necessary for contract performance to third parties (e.g. insurances).
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