General Terms and Conditions

1. General

1.1 Our General Terms and Conditions apply to all contracts, deliveries, and other services exclusively. We do not recognize any terms and conditions of the Buyer that are contrary to or deviate from our Terms and Conditions unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery to the Buyer without reservation in the knowledge of terms and conditions of the Buyer that are contrary to or deviate from our terms and conditions.

1.2 All agreements made between us and the Buyer for the purpose of executing this contract shall be set out in writing in this contract.

2. Tenders and Scope of Delivery

2.1 Our Quotes are Subject to Change without Notice.

2.1.1 The documents accompanying the quotes such as illustrations, drawings, weights, and dimensions as well as technical data only serve as a general description of the goods and are only approximately authoritative. We reserve the right of ownership and copyright to cost estimates, drawings, and other documents as well as test prints and samples. The documents may not be made accessible to third parties. Even if the Buyer has been granted the right to use or sell a design or model, the Buyer is not entitled to reproduce it, on its own or through another supplier. Lithographs, copy templates, punching tools, printing plates and the like remain our property, even if their production is charged separately.

2.2 The Buyer is bound to the order for 4 weeks. The purchase or service contract shall be concluded if we have confirmed acceptance of the order/service of the object of purchase specified in more detail in writing within this period or have carried out the delivery. Any refusal of the order must be communicated in writing immediately after clarification of the deliverability. We reserve the right of prior sale for all designs or models offered, unless otherwise stated in the offer.

2.3 Delivery dates and delivery periods that are ".approx." or not agreed in writing as binding are only approximate.

2.4 The delivery period shall commence on the date of the final written order confirmation or the purchase contract, but not before clarification of all details of execution and receipt of all documents required for the execution of the order. The delivery period shall be deemed to have been met upon notification of readiness for dispatch and acceptance.

2.5 Partial deliveries are generally permissible, unless the partial fulfillment of the contract is objectively of no interest to the Buyer, or the Buyer is unreasonably inconvenienced by them or significantly impaired in the use of the object of purchase. If the Buyer wishes acceptance, this must be agreed upon at the time of the closing of the contract. Acceptance shall take place at the premises of the factory. The personal and material acceptance costs shall be borne by the Buyer.

3. Dispatch, Packaging and Transfer of Risk

3.1 Unless otherwise agreed, the delivery conditions follow incoterms DDP. We undertake the shipment carriage paid – in case of rail shipment to the station of destination –, in case of truck shipment to the consignee.

3.2 We determine the forwarding agent or carrier. Otherwise, the contracting parties may also agree on pick-up by the customer. If self-collection is agreed, shipment shall be at the risk of the Buyer. The risk shall pass to the Buyer when the goods are handed over to the forwarding agent or carrier, at the latest when the goods leave the factory or warehouse. Insurance against transport damage, transport loss or breakage shall in this case be in the account of the Buyer.

3.3 If the loading or transport of the goods is delayed for a reason for which the buyer is responsible, we shall be entitled to store the goods at the Buyer’s expense and risk at our reasonable discretion, to take all measures deemed suitable to preserve the goods and to invoice the goods as delivered. The same shall apply if goods reported ready for dispatch are not called within 4 days. The statutory provisions on default of acceptance shall remain unaffected. Optionally, we may also withdraw from the contract only in part and claim damages with regard to the other (remaining) part.

3.4 The company's own reusable pallets used for shipment shall be made available to the Buyer on loan. Instead of returning our own pallets by the delivering truck, the Buyer may return to us an equal number of pallets of the same quality.

The number of pallets will be noted on the shipping documents and invoices. The return period is one month. The cost of returning the pallets shall be borne by the Buyer. The return must be made in a perfect reusable condition. If the pallets are not returned in due time, we shall be entitled to invoice for the pallets not returned at replacement value.

4. Property Rights

4.1 The ownership of the delivered goods shall remain reserved until full payment of the purchase price including all ancillary costs (credit and default fees, reminder costs, etc.). If the buyer is a merchant, we retain title to the delivered goods until full settlement of all claims to which we are entitled and which may still arise from the business relationship, irrespective of the legal basis. The proprietary rights shall not be affected by payments of third parties on the goods, by payment of bill of exchange guarantees. In the case of a current account, the retained title shall be deemed security for our balance claim.

4.2 The Buyer shall be entitled to process our products or combine them with other products in the ordinary course of business. We shall acquire co-ownership of the items resulting from the processing or combination as security for the claims referred to in paragraph 1, which the Buyer hereby assigns to us. The Buyer shall hold the items subject to our co-ownership in safe custody free of charge. The amount of our co-ownership share shall be determined by the proportion of the value of our product and the object created by the processing or combination.

4.3 The Buyer shall have a non-transferable right to resell in the ordinary course of business. This right shall expire in the event Buyer ceases payments. The Buyer hereby assigns to us, and we hereby accept assignment of, all claims arising from the resale, including ancillary rights. The assigned claims shall serve as security for all claims pursuant to paragraph 1. The Buyer shall be entitled to collect the assigned claims if we have not revoked this authorization. The authorization to collect shall also expire without express revocation if the Buyer ceases payment. At our request, the Buyer shall immediately inform us in writing to whom Buyer has sold goods and which claims Buyer is entitled to from the sale and Buyer shall issue to us, at Buyer’s expense, publicly certified documents concerning the assignment of the claims.

4.4 The Buyer shall not be authorized to dispose of items to which we retain title or co-ownership or to dispose of claims assigned to us in any other way. The Buyer must inform us immediately of any seizures or other legal impairments of the objects or claims belonging to us in whole or in part.

4.5 We shall be entitled at any time to demand the return of the goods belonging to us if the Buyer defaults on a payment or if Buyer’s financial situation deteriorates significantly. If we assert this right, this shall be deemed to be a withdrawal from the contract only if we expressly declare this, without prejudice to other mandatory legal provisions.

4.6 If the value of the collateral existing for us exceeds our claims by more than 20% in total, we shall release corresponding collateral of our choice at the Buyer's request.

4.7 The Buyer is obligated to insure the goods against fire damage as long as they are subject to our property rights. Proof of insurance must be provided to us upon request.

5. Terms of Payment

5.1 Unless otherwise agreed, our prices are delivered under DDP to the recipient’s premises. No separate invoicing of the costs for shipping, packaging and other ancillary services shall be made.

5.2 The prices are net prices. The sales tax is shown separately. Newly introduced or increased taxes or public charges (import or export fees, customs duties) after conclusion of the transaction will be added to the purchase price.

5.3 Should our costs increase due to tariff increases or changes in the prices of raw materials and other materials, we shall be entitled to adjust the prices accordingly after a period of 6 weeks after conclusion of the contract.

5.4 Invoicing is done in Euro. Payments are to be made within 30 days of the invoice date.

5.5 We are entitled to demand security or advance payment or to withdraw from the contract if, after acceptance of the order, it becomes apparent that the payment claim is at risk. Such a risk exists if Buyer has not paid for a previous delivery after two warnings.

5.6 Payments are always made against the oldest outstanding invoice.

5.7 Interest on defaulted payment shall be charged at a rate of 4% per annum above the discount rate of the Deutsche Bundesbank. They are to be increased or reduced if the seller proves a higher charge or the buyer proves a lower charge by means of bank documents.

5.8 For larger orders, we reserve the right to demand advance payments or partial payments corresponding to the work performed. Interest subsidies or discounts for earlier payments are excluded.

5.9 We reserve the right to charge for any changes requested after the preliminary work has been started.

5.10 If partial payments have been agreed, the entire remaining debt shall become due for payment immediately - without regard to the maturity of any outstanding bills of exchange – if;

a) a buyer who is a non-merchant or a smaller merchant is in default with at least two successive payments in whole or in part and this amount is at least 1/10 of the purchase price, or if it discontinues its payments in a declared manner.

b) the buyer, provided it is a registered trader, falls into default with an overdue payment of 14 days, ceases to make payments or bankruptcy or composition proceedings have been applied for in respect of Buyer’s assets. If the Buyer is in default on payments, we may claim damages for non-performance without prejudice to our other rights.

5.11 Payment orders, checks and bills of exchange shall only be accepted by special agreement and only on account of performance, with all collection and discount charges being charged.

5.12 The Buyer may only offset against our claims if the Buyer's counterclaim is undisputed, or a legally binding title exists; the Buyer may only assert a right of retention provided it is based on claims arising from this purchase contract. An assignment of the claims directed against us is excluded.

6. Warranty

6.1 We assume responsibility if we have warranted the usability of the goods for a purpose known to us as well as for the absence of defects in the goods produced on our premises. The warranty period is 6 months and begins with the transfer of risk.

6.2 The buyer must inspect the received goods immediately upon arrival for quantity, quality and warranted characteristics. If the contract is a commercial transaction for both parties, §§ 377 and 378 of the German Commercial Code (HGB) shall apply with the provision that notice of obvious defects must be given in writing within 14 days.

6.3 In the case of non-conforming goods, we shall, at our discretion, either deliver new goods in conformity with the contract in return for the return of the non-conforming goods or remedy the defect. We shall bear the costs of rectification in accordance with § 476a Civil Code (BGB). The buyer may demand cancellation of the contract or reduction of the price if the seller refuses the replacement delivery or cannot remedy the defects. A return of rejected goods by the buyer is only possible after written consent by the seller.

6.4 We do not accept any liability for customary deviations in color, weight and thickness of the papers processed by us or for printing errors overlooked by the Buyer in the order approved by the buyer. Any corrections must be clearly and legibly noted. We also assume no liability for changes made by telephone.

6.5 Excess or Reduced Deliveries

– Up to 500 pieces in an amount fewer or more than 20%
– Up to 3,000 pieces in an amount fewer or more than 15%
– Over 3,000 up to 10%

of the quantities stated in the order confirmation do not warrant complaints or claims due to defects.

6.6 Any further warranty claims of the Buyer are excluded.

7. Liability

7.1 Unless special arrangements have been made in the above terms, the buyer may only claim damages - on whatever legal grounds (e.g., for non-compliance, impossibility, negligence at or before the conclusion of the contract, positive breach of contract, defects of title, tort, compensation among joint and several debtors, etc.) - if we or our legal representatives or vicarious agents are guilty of intent or gross negligence. Any liability arising from this shall be excluded for damages caused by ordinary negligence. The exclusion of liability shall also apply to the personal liability of our legal representatives or employees.

7.2 In the event of disruptions in business operations for which we are not responsible, both in our own operations and those of our suppliers, provided that these are due to strikes and lockouts as well as force majeure or other unforeseen events which could not be avoided despite all precautionary measures, such as operational or traffic disruptions, fire, shortages of labor, energy or raw materials, or official sanctions, the buyer must provide us a grace period for delivery of at least 6 weeks in writing after expiry of the agreed delivery period. If the delivery does not take place within the grace period set by the Buyer, the Buyer may withdraw from the contract.

Such circumstances exclude the prerequisites and assertion of damages for delay even in the case of fixed deadlines. However, the right to withdraw from the contract without setting a grace period remains in force. In the case of unforeseen events and in the case of impossibility of performance for which we are not responsible, we shall be entitled to withdraw from the contract in whole or in part. The Buyer waives any claims for damages due to such a withdrawal. We are obligated to inform the Buyer of the withdrawal from the contract immediately after the occurrence of the unforeseen event or the impossibility of performance for which we are not responsible, even if an extension of the delivery period was initially agreed with the Buyer.

7.3 After failure to meet a binding delivery date or binding delivery deadlines, the Buyer is obligated to grant the seller a grace period of at least 3 weeks in writing. With the issuance of this reminder, the seller shall be in default.

7.4 At the earliest 6 weeks after exceeding a non-binding delivery date or a non-binding delivery period, the buyer may request the seller in writing to deliver within a reasonable period (grace period). With the issuance of this reminder, the seller shall be in default.

7.5 In the event of a delay in delivery or subsequent inability to deliver for which we are responsible, claims for damages due to non-compliance shall be waived unless there is gross negligence or intent. For the period after expiry of the grace period, the buyer shall be entitled to demand a lump-sum compensation for delay in the amount of 3% of the delivery value for each full week of delay, up to a maximum of 15% of the delivery value.

If, after we have already defaulted, the Buyer sets a reasonable deadline in writing with a threat of refusal of at least 3 weeks, he shall be entitled to withdraw from the contract after the unsuccessful expiry of this grace period. The seller shall only be entitled to claim damages for non-compliance in the amount of the foreseeable damage if the delay is due to intent or gross negligence. Otherwise, the liability for damages shall be limited to 50% of the damage incurred.

8. Miscellaneous

8.1 The Buyer shall bear the responsibility for the observance of industrial property rights and copyrights. If the property rights of third parties are violated during the execution of a contract and if such third parties assert claims against us, the customer shall be obligated to indemnify us against such claims.

8.2 We reserve the right to apply our company name and/or logo to all types of deliveries after consultation with the buyer.

8.3 The customer is hereby informed that data relating to the business transaction will be processed by computer.

9. Place of Fulfillment, Applicable Law and Jurisdiction

9.1 Unless otherwise agreed, the place of fulfillment for the consignment is in Damme.

9.2 The law of the Federal Republic of Germany shall apply. The application of the legal norms of the German conflict of laws, provided they refer to a foreign legal system, as well as the Hague Uniform Laws on the Sale of Goods, the UN Uniform Law on the Sale of Goods, or other conventions on the law of the sale of goods, is excluded.

9.3 For disputes arising from contracts with fully qualified merchants, legal entities under public law or special estates under public law, the place of jurisdiction shall be Düsseldorf.

9.4 If the buyer does not have a general place of jurisdiction in Germany or if he moves his place of residence or habitual domicile abroad after conclusion of the contract or if his place of residence or habitual domicile is not known at the time the action is brought, the place of jurisdiction shall be Düsseldorf.

10. Severability Clause

Should any of the provisions of these General Terms and Conditions be invalid or inapplicable in whole or in part, this shall not affect the validity of the remaining terms and conditions. The invalid or unenforceable term or condition shall be replaced by the term or condition that most closely approximates the economic result intended by the invalid or unenforceable term or condition.