General Terms and Conditions of Trade
Article 1: Scope of application
1. Our general terms and conditions of trade apply to all contracts between us and companies, legal entities under public law or a special fund under public law. They shall also apply, in their latest version, to all future business transactions.
2. Counter-confirmations made by our customers referring to their terms and conditions of trade/purchasing are hereby denied. These shall only apply if we expressly agree to them in writing.
The same applies for amendments or supplements to our terms and conditions of trade.
Article 2: Offers, contract conclusion and scope of services
1. Unless otherwise agreed or specified in our offer, our offers are subject to confirmation.
No contract is made until we have issued order confirmation or performed the service.
2. Partial deliveries are permitted, provided they are acceptable to the customer.
3. The documents that form the basis of the offer or order confirmation, such as quotes relating to time expenditure and third-party charges, are only binding if expressly agreed as such.
Article 3: Subcontractors
We are permitted to instruct third parties to render services due from us under the contract unless assignment to subcontractors is expressly excluded.
Article 4: Delivery and delivery period
1. Dispatch and delivery shall be made at the risk and expense of the customer. We will only arrange transport insurance upon express instruction from, and at the expense of, the customer. If the
customer does not provide specific instructions in writing, the means of transport and the route shall be selected using reasonable discretion.
2. Compliance with agreed delivery deadlines requires that all necessary authorisations, documents due from the customer, approvals, services to be rendered and other obligations of the customer are provided/fulfilled in due time. If this is not the case, delivery time will be extended by an appropriate period, taking into account our other operational commitments.
Article 5: Prices and adjustment of prices
1. Prices contained in our quotes are net prices excluding VAT. VAT at the statutory rate applicable at the time of delivery or time of service performance is to be added.
2. Cost increases, in particular for wages or paper, entitle us to make corresponding price increases if our service is to be rendered more than four months after contract conclusion according to the contractually agreed arrangements or because of reasons for which the customer is responsible.
3. For continuing obligations and apportioned contracts, the aforementioned price adjustments will be made without it depending on the period of four months from contract conclusion.
4. For packaging of goods to be supplied by us, we will calculate the costs for wages and materials. Packaging is non-returnable.
5. We are entitled to demand appropriate instalments. The amount is based on the status of the service delivered, which, upon demand for an instalment, will be described by us. The customer is entitled to demand proof of service status.
6. We are entitled to demand security up to the level of any foreseeable claim for compensation as may arise from the contract or a subsequent additional order as well as for subsidiary claims. Subsidiary claims are to be fixed at 10% of the claim for compensation to be secured. Security can be provided by means of a guarantee or other promise of payment from a credit institution or credit insurer authorised to conduct business in the area of application of this statutory provision. The credit institution or credit insurer may only make payments to us in so far as the customer recognises our claim for compensation or has been ordered to pay the compensation by a provisionally enforceable judgement and the prerequisites under which legal enforcement may be initiated are present. We will reimburse the customer the usual costs of providing the security up to a maximum rate of 2% per annum. This does not apply in so far as a security has to be maintained because of the customer’s objections to our claim for compensation and the objections show themselves to be unfounded.
Article 6: Right of set-off and right of retention
1. The customer only has a right of set-off if the customer’s counterclaims have been established by final judicial decision or have been acknowledged by us.
2. A right of retention is excluded unless the counterclaim on which the right of retention is based is undisputed, established by final judicial decision or ripe for decision.
Article 7: Retention of title
1. We shall retain title to goods and services until payment in full has been effected. Retention of
title extends to all claims already accrued from the business relationship at the time of our
delivery.
2. As long as retention of title exists, the customer is not permitted to pledge or assign the goods as security, although the customer is entitled to resell the goods in the normal course of business.
The customer shall assign to us the claims resulting herefrom to the extent of the invoice value of the reserved goods. We hereby accept this assignment. In the event of default of payment,
the customer shall be obliged, at our request, to name the debtor of the assigned claims as well as to provide and make available all the information and documents required to assert the assigned claims. If the value of the securities existing for us exceeds the customer’s claims by a total of more than 20%, we shall be obliged to release securities of our own choice at the request of the customer or any third party prejudiced by our excess security.
1. Defects on part of the delivered goods shall not entitle the customer to claim the entire shipment unless the partial delivery is of no interest to the customer.
2. No claims can be made for minor deviations from the original in colour reproductions during all production processes. The same applies for the comparison between other samples (e.g. digital proofs, print proofs) and the end product.
3. Liability for defects which have no effect, or only minor effect, on value or usability is excluded.
4. No claims can be made for short or excess deliveries up to 5% of the order quantity.
Article 9: Liability and limitation of liability
1. In the case of intent or gross negligence, we shall be liable in accordance with the provisions of the law. The same applies to claims under the product liability law as well as those for injury to life, body or health. The amount of liability is unlimited in so far as the damage was caused by legal representatives, executive employees or a gross organisational fault. If the damage was caused by a simple vicarious agent intentionally or negligently, we shall be liable for the amount of damage foreseeable and typical for this type of contract at the time the contract was
concluded.
2. We shall be liable for acts of slight negligence regarding breach of duties whereby the
performance of those duties is of particular importance for achieving the purpose of the contract (fundamental contractual obligations). In this respect, liability is limited to the damages that can typically arise in business transactions of the type in question.
3. In so far as our liability is excluded or limited, this also applies for the personal liability of our employees, workers, members of staff, representatives and vicarious agents.
4. The limitation period for claims for damages is one year. This does not apply in the case of damages according to point 1 of this article.
Article 10: Responsibility for advertising activities
1. Unless contractually agreed otherwise, the customer bears the risk for the legal admissibility of advertising activities. This applies in particular in the event that an advertising activity breaches any provisions of the competition law, copyright law or any special advertising law. We are, however, obliged to mention any legal concerns known to us during preparation of the advertising activity.
2. We are not responsible for factual statements about the customer’s products and services
contained in the advertising.
3. We are not responsible for conformity with laws and regulations in respect of any internet
presence planned or conducted by us for a customer. We are, however, obliged to point out any legal risks known to us and to recommend the customer checks legal compliance.
4. In connection with these provisions, the customer exempts us from all third-party claims.
Article 11: Trademark rights
1. We grant the customer in receipt of services rendered by us the simple, spatially and temporally unlimited right to use these services as specified in the contract. If software is the subject of the service, then Articles 69d and e of the [German] Copyright Act apply. If the customer wishes to resell software we are allowing them to use on a permanent basis, the customer must inform us in writing of the name and address of the buyer.
2. Further use, in particular granting sublicenses, reproducing, adapting or amending, hiring or
exploiting the services in any other way beyond the limits of the copyright law is not permitted, unless we have granted prior express written consent to such further use.
3. The originals of any presentation documents and preliminary work used for production (drafts, concepts, exposés, treatments, drawings, plans, graphics, prototypes, etc.) as well as all preliminary stages through to the finished products and services remain our property unless they are expressly transferred in writing or contractually acquired.
4. Until remuneration has been paid in full, the customer is only granted use of the services provided on a revocable basis. Any reproduction and distribution rights granted will only become available to the customer upon payment in full.
5. We will inform the customer of any limitations on rights of use. We will point out the existing rights of copyright associations.
6. If the customer wishes to use work designed by us abroad, this requires a separate, fee agreement to be concluded in advance.
7. We are entitled to refuse to assign rights of use if, after two reminders with appropriate deadlines, the customer fails to meet its payment obligation.
8. We should be informed immediately in writing should a third party assert trademark rights against the customer. We will defend or settle the claims as we see fit. The customer itself should not acknowledge any third-party claims. We will exempt the customer from all costs and damages associated with defending any claims unless these are based on behaviour of the customer that is contrary to duty.
9. We reserve the right to apply our company text, logo and/or business ID number.
Article 12: Data protection
1. The customer is hereby informed that we may collect, store, process and, if necessary, forward the customer’s data to third parties to the extent required to implement the contract and on the basis of the data protection regulations.
2. We are permitted to name customers on our website or in other media as reference customers and use their logos for this purpose. Furthermore, we are permitted to publicly reproduce the services rendered for demonstration purposes, or highlight them, unless the customer can prove a conflicting legitimate interest.
Article 13: Place of performance, place of jurisdiction, applicable law
1. The place of performance and jurisdiction is Bruchsal.
2. These terms and conditions of trade, and any contracts concluded on the basis thereof,
are subject to the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Article 14: Severability clause
Should any of the provisions of this contract be or become invalid in part or in whole, this shall not affect the validity of the remaining provisions.
Stand September 2006