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General terms and conditions of delivery
As of July 2013
Scope, contract conclusion
1. Our terms and conditions of delivery and payment shall apply exclusively insofar as our customer is an entrepreneur pursuant to Section 310 para. 1 of the BGB (German Civil Code) or another legal person specified therein. Deviating provisions shall require our prior written confirmation.
2. We are not bound by the general terms and conditions of our customer, even if we do not expressly object to them upon receipt, or if, with knowledge of contrary terms and conditions or terms and conditions deviating from our terms and conditions of delivery and payment, we carry out the order without express reference thereto.
3. The contract with our customer only comes into effect with our written confirmation.
4. The ordering customer is deemed to be our contractual partner even in the event of agreed delivery to third parties.
1. All prices are in euros plus the statutory VAT applicable on the day of invoicing.
3. For contracts with an agreed delivery time of more than four months, or in the case of quotes older than four months, we reserve the right to adjust the prices according to changes in costs, particularly due to collective agreements or changes in the price of materials. If the agreed price increases by over 5%, our customer can withdraw from the contract.
4. We charge for sketches, designs, specimen sets, specimen prints, samples, proofs and similar preliminary work instigated by our customers. The same applies to data transfers (e.g. via ISDN).
5. Subsequent changes instigated by our customer shall be charged to our customer. This also applies to costs from machine downtime caused by the customer, and to the recreation of specimen proofs requested by the customer due to minor deviations from the template.
6. We may charge for the costs associated with the paying for, checking the weight of as well as storing the materials procured by our customer. As far as the customer provides templates of any kind, we shall charge for the work necessary to create the printing elements.
7. Unless otherwise specified in the order confirmation, our prices are ex works. They do not include packing, shipping charges, postal charges, insurance and other shipping costs. We charge packaging material based on actual cost plus statutory VAT; for pallets, we charge the replacement value unless these are returned to us within four weeks after delivery/collection in a defect-free condition.
Invoicing; our customer’s right of set off and retention
1. Dated the date of delivery, partial delivery or collection by our customers, our invoices are issued on the date of that notification is given that the goods are ready to be shipped and are payable within 14 calendar days of the invoice date without deduction. We may demand a reasonable advance payment for work carried out in advance.
2. Our customer shall have a right to set-off against our payment claim or a right of retention only if their counterclaims are established as legally binding, indisputable and actionable. In case of defects and if other requirements are met for exercising a right of retention, the customer also has such a right if their counter claim is based on the same contractual relationship and the amount retained is in a reasonable proportion to the defects and foreseeable costs to remove the defect, particularly the remedy costs.
Delivery time; liability for late delivery
1. Delivery deadlines must be expressly confirmed by us.
2. The delivery time shall only being after all technical issues have been clarified and after the customer has properly fulfilled its respective obligations in good time, insofar as these are necessary for us to fulfil our obligations correctly. We reserve the right to assert the defence of breach of contract.
3. A new delivery deadline will be set in motion through consensual changes in the content of the contract at the instigation of our customer after the contract has been concluded.
4. We shall inform our customer in writing of any unforeseeable operational disturbances, in particular caused by labour disputes (strikes and lockouts) and in cases of force majeure. Our delivery deadline shall be extended accordingly. Our customer shall only have a right of termination if a further delay is no longer reasonable for them.
5. The delivery deadline is suspended in all cases from when the proof, production sample and preliminary and interim results are made available until the date when the corresponding viewpoint of the customer reaches us.
6. Unless a delivery delay is due to a deliberate breach of contract on our part, any claim for damages (even in the event of a breach of a material contractual obligation) shall be limited to foreseeable damage that may typically occur. Section IX of these T&Cs shall also apply to this extent however.
Delivery at the request of our customer; transfer of risk
Unless otherwise specified in the order confirmation, delivery is agreed ex works. If goods are to be shipped, at the request of our customer, to them or a third party, risk shall transfer to the customer as soon as the consignment has been handed over to the person performing the shipment. Following a request from our customer, we shall take out transport insurance at their expense.
Obligations and liabilities of our customer; copyright etc.
1. Our client shall indemnify us against all consequences and claims which arise from the fact that the contents, destination or other reasons for which it is responsible mean that special legal requirements must be observed with regard to the manufacturing and marketing of products to be manufactured by us. This concerns all of the following, for example, that are in each case instigated by the customer where legally possible: the use of certain materials or materials testing, obligatory markings, the creation of technical documentation and/or conformity tests to be carried out. If, on the other hand, we must comply with such requirements and this is associated with additional costs, we are entitled to additionally charge for this. Our customer shall inform us immediately of such requirements arising from their order. Should the order give rise to requirements that are disproportionately burdensome for us or that we cannot fulfil, we reserve the right to withdraw from the contract.
2. If our customer defaults in acceptance or culpably breaches another duty to cooperate, we are entitled to compensation for the damage incurred by us as a result, including any additional expenses. We reserve the right to make further claims.
3. When transmitting data, our customer must always ensure they have state-of-the-art anti-virus software before the data is sent. The customer alone shall be obliged to ensure data is backed up. We are entitled to make a copy.
4. We shall not take back any transportation packaging or other packaging pursuant to the German Packaging Ordinance (Verpackungsverordnung), with the exception of pallets. Our customer is responsible for disposal at their own cost.
5. Our customer is solely liable if third party rights, particularly copyrights, are breached due to the execution of their order and shall indemnify us against all third part claims arising from such a breach of rights.
Our security rights, particularly retention of title
1. Until full settlement of all claims arising from the business relationship hereunder, we have a right of retention in respect of print templates, manuscripts, raw materials and other objects provided by the customer.
2. Should it become apparent after the contract has been concluded that our payment claims have been jeopardised due to the insolvency of our customer, we can demand advance payment, retain goods not yet dispatched and stop processing orders. Rights arising under Section 321 II of the BGB shall remain unaffected. In this case, we can also demand immediate payment of all outstanding invoices, including those that are not yet due or that have been deferred.
3. We retain title to the contractual products manufactured by us until settlement of all claims that have already arisen at the time of contract conclusion, including all claims arising from orders, repeat- and replacement orders.
4. After setting a grace period, we are entitled to withdraw from the contract, take book the goods and use these goods if our customer breaches the contract, especially in the case of late payment. The income from the use of these goods shall be offset against the liabilities of the customer, less appropriate usage costs.
5. Our customer is entitled to use the goods supplied as part of the ordinary business dealings. The customer assigns their claims from the resale to us, and we accept this assignment. The customer is entitled to collect the assigned claims in their own name. We may revoke this authorisation to collect claims if the customer does not fulfil their obligations to us as necessary. At our request, the customer shall immediately specify the name and address of the debtor of the assigned claim and inform us if the collateral is subject to third party enforcement proceedings.
6. If our customer sells on the goods delivered and places the resulting claim in a current account relationship with their customer, the current account claim shall hereby be assigned to us in full; we accept this assignment. Upon settlement, this amount is replaced by the acknowledged amount, in the event of ending the current account relationship.
7. In the event that goods provider by the customer and owned by the customer are reworked/processed, we are deemed to be the manufacturer in accordance with Section 950 of the BGB. In the event of a clash with other property rights, we shall acquire co-ownership of the new item, as the party retaining legal title to the goods, in the ratio of the value of the goods manufactured (final invoice value including VAT) to the other processed items at the time of processing.
8. If the securities granted to us by the customer exceed our claims by more than 10%, we shall release the excess amount on request.
Duty to inspect, warranty, statute of limitations for defect liability claims
1. Supplies (including data storage media and transferred data) by our customers or by third parties appointed by one of them are not subject to our duty to inspect. This does not apply to data that obviously cannot be processed or read. If our customers supplies goods that we process, the confirmation of receipt shall not constitute acceptance of liability for the contractual quality of the goods or the accuracy of the quantity supplied.
2. Our customer can no longer assert rights arising from defects if they have previously issued a declaration of readiness for printing/declaration of readiness for production, unless the defect only arose/become apparent in the subsequent production process.
3. Claims regarding such defects that do not impair or only insignificantly impair the value or usability of the goods are excluded. In particular, slight deviations from the original cannot not be the subject of a defect report in the case of colour reproductions in all manufacturing processes. The same applies to the comparison between other templates (e.g. digital proofs, proofs) and the final product (printed copy) and to minor folding differences. Furthermore, minor variations in quality and embodiment, as well as differences between hand-made samples and the final manufactured products are not deemed to be defects.
4. A defect in one part of the goods delivered shall not create entitlement to make a defect report for the entire delivery unless the part delivery is of no interest to our customer.
5. Surplus or short deliveries of up to 10% of the ordered quantity is not a defect. No defect is deemed present if, for deliveries of customised paper orders under 1000 kg, the surplus or short delivery does not exceeds 20%; for customised paper orders under 2000 kg this figure is 15%. For binding quotas (portion of an edition that is bound) under 1000 copies, the surplus or short delivery can be up to 20%. The quantity delivered will be invoiced.
6. Rights arising from defects can be asserted only if our customer has immediately examined the delivered goods/preliminary and interim products and immediately reported any defects.
7. If there is a defect, we can remedy it, at our discretion, by either removing it or delivering new defect-free goods. The expenses required to remedy the defect shall be borne by us. If the remedy fails, our customer is entitled, at his own discretion, to withdraw from the contract or to demand a price reduction.
8. The statute of limitation for defect claims is 12 months, commencing from the transfer of risk. The statute of limitations remains unaffected in case of recourse pursuant to Sections 478 and 479 of the BGB.
9. For deviations in the quality of the material used, we are liable only up to the order value.
Further liability, in particular for damages
1. Unless otherwise expressly agreed or deviating provisions are set out in these general terms and condition of delivery and payment, including the following sentence two, claims for damages and reimbursement of expenses of our customers are excluded, regardless of the legal grounds. This liability disclaimer shall not apply in the case of
– damage caused by intent or by gross negligence
– a slight negligent breach of essential contractual obligations; to this extent, we shall we liable only for direct damage that is foreseeable and typical based on the type of product,
– culpable injury to life, body or health,
– in the case of fraudulently concealed defects and an accepted guarantee for the quality of the goods,
– claims under the German Product Liability Act (Produkthaftungsgesetz).
2. Insofar as liability for damages is excluded or limited, this shall also apply to our employees, representatives and vicarious agents as well as with regard to their personal liability for damages.
Trade practices; storage obligation and archiving; legal notice
1. The trade practices of the printing industry shall also apply. In particular, there is no obligation to return intermediate products and operational items used by us, such as films, data, lithographs or printing plates, other print medium, files and storage media, unless expressly agreed otherwise.
2. We store text and image data until delivery, beyond then only at the express request of our customer and in return for an annual storage and administration fee to be invoiced and paid in advance for, in particular, for the costs associated with data preparation for data storage, for data storage media, and for any necessary data regeneration. With regard to the durability of stored data, we are liable only for intent or gross negligence.
3. Products that our customers are entitled to, particularly data and data storage media are archived by us beyond the delivery time point only by express agreement and in return for special remuneration. Without express agreement, our customer is responsible for insuring these items.
4. We are entitled to refer appropriately to our company on the contractual products; our customer can only refuse permission if their interest in this prevails.
Place of jurisdiction, place of performance; final provisions
1. Unless otherwise stated in the order confirmation, our registered place of business shall be the place of jurisdiction and also of performance. We are however entitled to bring an action against our customer even at their registered place of business.
2. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of law provisions.
3. The invalidity of one or several provisions shall not affect the validity of the remaining provisions.