Mainteam Bild · Text · Kommunikation GmbH
Telephone (central): 0 60 21 / 3 86 75-0
Telefax: 0 60 21 / 3 86 75-30
Managing director: Gerhard Jung
Tax number: 204/116/01057 204/116/01057
VAT number: DE 170578811 DE 170578811
Entered in the Commercial Register of the Local Court of Aschaffenburg: HRB 5828 Handelsregister beim Amtsgericht Aschaffenburg: HRB 5828
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I. Scope / conclusion of contract
These General Commercial, Payment and Delivery Terms are valid for business relations with companies (§ 14 BGB), legal persons under public law and special public funds. Orders shall be processed exclusively in accordance with the following terms and conditions.
§ § 305b BGB shall remain unaffected.
Prices indicated in the contractor's offer remain valid on the condition that the customer's orders remain unchanged within 4 weeks of the customer's initial order. In the case of orders with delivery to a third party, the buyer shall be considered to be the customer unless otherwise expressly agreed. The prices quoted by the contractor do not include SUSTAINABLE tax. The contractor's prices are given ex-works. They are exclusive of packing, freight, postage, insurance and other shipping costs.
Costs resulting from subsequent changes instigated by the customer including the costs of any downtime caused by these changes – shall be charged to the customer. Subsequent changes also include repeated sample proof copies that are demanded by the customer due to minor deviations from the copy.
Drafts, conceptions, proof copies, samples and other preparatory work requested by the customer will be charged even if the order is not placed.
Payment is to be made immediately following receipt of the invoice without any deduction. Any discount agreement that may exist does not apply to carriage, postage, insurance or transport costs. The invoice will be issued on the day of delivery, partial delivery or readiness to deliver (debt to be discharged at the domicile of the debtor, default of acceptance).
A reasonable initial instalment may be requested in the case of exceptional intermediate inputs.
The customer may only be charged for an undisputed or a legally binding claim or exercise a lien. This is not valid for possible claims to the costs of completion or correcting of the customer.
If following the conclusion of a contract, there are indications that the customer may not be able to meet his payment obligations, the contractor shall be entitled to demand payment in advance, withhold goods that have not yet been delivered and stop further work. The contractor also retains these rights, which are based on the same legal relationship, if the customer has delayed payment for the supplies. § 321 BGB II shall remain unaffected.
If the customer does not pay the price inclusive of incidental expenses according to cypher II ("Prices") within 30 days after invoice receipt and delivery of the goods, he gets into default even without a reminder. Should payment be in arrears, interest is payable at 9 % above the current basic rate. The legal action to enforce further claims shall not be affected hereby.
Delivery dates are only valid if the contractor confirmes them. Should the contract be concluded in writing, then the confirmation concerning the delivery date must also be in writing.
The contractor is entitled to make partial deliveries if:
- partial delivery is usable for the contractor according to the contractual purpose
- the supply of the remaining ordered goods is guaranteed and
- partial delivery causes no extensive additional expenditure or additional costs for the customer
Should the goods be shipped, the risk of loss shall be transferred to the customer as soon as the shipment is transferred to the person carrying out the transport operation.
If the contractor should delay delivery, the customer shall only be justified in exercising his rights in accordance with § 323 BGB (German Civil Code) if the contractor is liable for the delay. This provision does not alter the burden of proof.
Disruptions of – both at the contractor's business as well as a supplier's – such as strikes, lockout as well as all other cases of force majeure shall only justify the termination of the agreement, if a further waiting period can no longer be expected of the customer as a reasonable demand; in all other cases, the arranged delivery period shall be extended by the period of the delay. A termination is only possible at the earliest four weeks after the start of the aforementioned disruptions. Liability on the part of the contractor in these cases is precluded.
The contractor shall have a right of retention to all artwork and dies, manuscripts, raw materials and other items supplied by the customer, in accordance with §369 HGB (Commercial Code) until all claims and demands resulting from the business transaction have been met. For on-demand orders, the customer undertakes to accept the total quantity fixed in the contract. The customer's call obligation represents a principal requirement.
In the absence of other expressly agreed understandings, there is a 12 months period of acceptance from the date of the order confirmation. If the acceptance does not take place until this point the Contractor shall be entitled to set to the customer a period of two weeks for the acceptance of the order quantity still to be accepted. After futile expiry of this period, the contractor has the choice to either claim advance payment of the sales price and delivering the remaining quantity or withdraw from the contract pursuant to § 323 of the German Civil Code (BGB). Further rights of the contractor such as the right to claim damages shall remain unaffected.
V. Reservation of proprietary rights
Until the customer has paid all amounts due in full to the provider by the date indicated on the invoice, the supplied product remains the property of the contractor. These goods may neither be pledged by the customer to third parties nor transferred as security before complete payment of our demands has been made. The customer shall notify the contractor in writing immediately if and to the extent that third parties access the goods belonging to the contractor.
The customer shall be entitled to resale only in the normal course of business. The customer hereby assigns his receivables resulting from resale to the contractor. The contractor shall accept the assignment of the claim herewith. Should the realizable value of the securities exceed the aggregate of the contractor's claims which are to be secured by more than 10 %, the contractor shall release collaterals of his choice to the customer should the aforesaid demand this.
In the working and processing of goods supplied by the contractor, which are also his property, the contractor shall be considered to be the manufacturer in compliance with § 950 BGB and shall have the right of retention to the products during all processing phases. When third parties are involved in such processing operations, the contractor's co-ownership interest is limited to the invoice value (total invoice amount incl. VAT) attributable to the goods subject to retention. The property thus acquired shall be deemed as conditional property.
VI. Objections / warranties
The customer shall, in all cases, inspect the goods supplied and the pre-products and intermediate products forwarded for proofreading immediately to ensure that they comply with the contract. The risk of errors shall be transferred to the customer with the ready for printing /manufacturing declaration, except for errors arising or becoming known only in the production process following the ready for printing /manufacturing declaration. The same shall apply to all other release declarations of the customer.
Objections shall only be lodged in writing within one week of receipt of the goods. Claims concerning latent defects that cannot be found by the immediate investigation must be made within the legal warranty period; otherwise, the assertion of warranty claims is excluded.
In the event of justifiable objections the contractor shall be obliged, at his choice and to the exclusion of other claims for rework and/or replacement, up to the amount of the order value unless a guaranteed characteristic has not been achieved or the contractor or the contractor’s vicarious agent is guilty of wilful misconduct or gross negligence. The same shall apply in the event of justifiable objection to the rework or replacement. In the event of delayed, omitted or failed rework or replacement the customer can demand a reduction in payment or cancellation of the contract.
Defects of part of the delivered goods shall not give rise to a right to reject the whole delivery unless the partial delivery is not of interest to the customer.
In the case of colourful reproductions in all production procedures, negligible deviations from the original are no basis for a formal complaint. The same shall apply for the comparison with other model samples (e.g. digital proofs, proof copies) and the final product. The liability for defects, which do not or only marginally affect the value or the serviceability, is excluded.
The contractor shall only be liable for deviations in the quality of the materials used up to the amount of the contract value.
Supplies (including data carriers, transferred data) from the principal or a third party engaged by the principal are not subject to an obligatory inspection by the contractor. This shall not apply for data which is obviously not capable of being processed or data which is not readable. In the case of data transmission, the contractor shall employ virus protection programs that comply with the latest technical standards before the data is transmitted. The customer shall be solely responsible for data security.
The company is entitled to make a copy. No complaints can be accepted for over- or short deliveries up to 10 % of the ordered amount. The quantity actually supplied shall be invoiced. In the case of supplies of customized paper orders under 1000 kg this percentage shall be 20 % and under 2000 kg 15 %.
Any claims for damages and reimbursement of expenses on the part of the customer are excluded, regardless of their legal basis.
This liability exclusion is not valid
- in the case of damage caused by intent or gross negligence
- in the case of minor negligent infringements of significant contractual obligations, also by legal representatives or assistants of the contractor; in this respect, he shall only be liable to indemnification for the contract-specific, direct average damage, which is foreseeable for this type of product,
- in the case of culpable injury to life, the body or the health of the customer
- in the case of fraudulent concealment of defects and deficiencies and assumed guarantee for the quality and nature of the goods
- for claims under the German Product Liability Act
In all other respects, the liability of the contractor is excluded. This also applies to the liability for a constant and continuous availability of the online distribution system; the data communication via the Internet cannot be guaranteed – according to the actual state of technology – error-free and /or with access at any time.
VIII. Limitation period
The customer's claims to warranty and compensation (VI. and VII.) shall lapse in one year beginning with the handover or delivery of the goods with the exception of the claims for damages specified in VII. 2. This shall not apply if the contractor has acted in a fraudulent manner.
IX. Business practice
In commercial dealings, the commercial usages of the printing industry apply (e.g. no duty to hand over interim products such as data, lithographies or printing plates produced for the manufacturing of the final product owed), insofar as no deviating order has been placed.
Products, to which the customer is entitled, in particular data and data carriers, shall only be archived by the contractor following explicit agreement and shall only be saved beyond the point in time when the final product is transferred to the customer or his assistant in the case of special remuneration. If the aforementioned objects are to be insured, this shall be done by the customer himself, unless some other agreement has been made.
XI. Periodic operations
Contracts for regularly recurring work can be terminated to finish at the end of a month with at least 3 months notice.
XII. Third-party rights
The customer ensures that by his procurement, in particular by the supplied templates, rights of third parties, such as instance copyrights, labelling rights or personal rights, are not infringed. Insofar, the contractor shall release the customer from all claims of third parties including costs for legal defence and/or legal pursuit.
XIII. Place of performance, legal venue, validity
The place of performance and the place of jurisdiction shall be the domicile of the contractor when the customer is a business operator, a legal personality of the public law or separate estate, or has not defined a general court of jurisdiction in the home country for all disputes resulting from the concluded agreement. The contractual relationship shall be subject to German law. UN purchasing law is excluded.
The effectiveness of the remaining provisions shall not be affected by the possible ineffectiveness of one or more provisions.