General terms and conditions of business, delivery and payment
Solely our terms and conditions of delivery and payment shall apply to all deliveries. Any preceding terms and conditions and quotations shall become invalid on publication of these terms and conditions.
Prices are subject to change without notice and apply ex works from our principal place of business in 23617 Stockelsdorf, Germany, and are subject to delivery and packaging costs. The minimum order value is €50.00 per order. Special services, e.g. advertising, special packaging, additional inlay or direct delivery services, express delivery, shall be charged separately.
3. Order confirmation
All quotations and offers shall be non-binding until written order confirmation. A purchase contract shall only take effect with this confirmation. The content of the confirmation exclusively shall be binding. Agreements made verbally, by telephone or wirelessly shall only be binding if they are subsequently confirmed in writing.
4. Order processing
Submitted orders may only be withdrawn with our written approval. Samples exceeding a total value of €10.00 shall be invoiced separately, subject to delivery and packaging costs and cannot be returned. Differences from the bulk or pallet price shall be credited in the event of an order.
5. Terms of payment
Invoices shall be payable in full immediately after receipt of the goods. Invoices for deliveries of single or sample products up to a value of €10 shall be payable in advance or with cash on delivery. Cash on delivery shall be customary for small amounts. Advance payment may be required for new customers. For larger orders, the supplier shall be entitled to split invoices or demand advance payment. Cash discount deductions on split or interim invoices shall only be permitted if payment is made by the specified due date. If payment is late, interest shall be charged on arrears at a rate 2% above the relevant bank rate. This shall not preclude further claims for damages caused by default. For bank transfers and cheques, the day on which the supplier receives credit advice from its bank shall be deemed the day of receipt of payment. Supplier employees who work in the field shall only be authorized to receive payment when holding written authority. Customers may only offset against undisputed claims or claims upheld by law. Customers who are a fully qualified merchant within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB) shall not be entitled to rights of retention and set-off. If the supplier gains knowledge of a significant deterioration of the customer's financial situation or if the customer defaults on a payment, the supplier shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due. An interim invoice may be issued for orders started though not yet completed. The supplier shall have the right to withhold goods that have not yet been delivered and to stop further work on current orders.
6. Retention of title
Title shall remain vested in the supplier for all deliveries. This shall remain the case until payment of all receivables owed to the supplier based on the business relationship with the customer and until complete release from contingent liabilities which the supplier has taken on in the interest of the customer. The customer hereby assigns to the supplier, who hereby accepts the assignment, all claims arising from any resale on the basis of a contract of sale, for work and services, for labour and materials or similar. The customer's remaining authority to collect receivables, which remains despite assignment, shall expire when revoked, which shall be permissible at any time, and in any case if there occurs a substantial deterioration of the customer's financial situation. If the value of the supplier's security exceeds the receivables by more than 25%, the supplier shall be obliged to release securities of its choice to the relevant extent at the request of the customer.
Unless otherwise agreed, deliveries shall be made ex works from the supplier's place of business. Risk shall pass to the customer upon dispatch from the supplier's place of business, even if carriage-paid delivery has been agreed. If dispatch is delayed due to circumstances attributable to the customer, risk shall pass to the customer upon notification of readiness for dispatch. The supplier shall reserve the right to make partial deliveries after giving written notification. The supplier shall reserve the right to cooperate with a carrier of its choice. Unloading costs shall not be included in the price.
8. Delivery time
Delivery dates shall only be deemed agreed if they are confirmed in writing by the supplier. If delivery dates have not been agreed, but a delivery period measured based on specified time periods has, this period shall commence on the day the order confirmation is sent and shall end on the day on which the goods leave the supplier or enter storage due to the impossibility of carriage. The delivery period shall be paused for the duration of the inspection of models, test prints and production samples by the customer or its authorized representatives, from the date of dispatch to the customer until the date of receipt of its opinion by the supplier. If the customer requests changes to the order after the order is confirmed, and should these changes affect the production time, a new delivery period shall begin and only when the changes are confirmed. If a delivery period is calculated based on a number of days, only all calendar working days shall be considered when calculating the period.
9. Delay in acceptance
If the customer does not promptly accept the delivery within a reasonable period of time following notification of dispatch or if dispatch is impossible for a longer period of time for reasons for which the supplier is not responsible, the supplier shall be entitled either to store the delivery itself or to store it with a forwarding agent at the customer's expense and risk.
Claims for damages arising from delay, impossibility of performance (e.g. due to force majeure), breach of duties of care imposed by contract or statute, culpa in contrahendo, lost profit and non-contractual liability shall be ruled out unless the damage is caused by gross negligence or intent on the part of the supplier or its legal representative or vicarious agent. Liability shall be limited to twice the amount of the delivery price irrespective of the legal grounds. We explicitly rule out any liability for damage to special packaging that is made up on customer request and does not meet our stability requirements for outer packaging.
Obvious defects must be reported in writing immediately after delivery of the goods. Non-obvious defects must be reported in writing within the period prescribed by law. Where defect reports are found justified, the supplier shall have the choice of either repairing the defective items within a reasonable period of time or supplying the customer with a replacement in return for the reported item. If a repair or replacement delivery is impossible, a failure or refused, the customer may request a corresponding reduction of its price or, at its discretion, rescission of the contract. It shall not be permitted to offset against claims other than those which are undisputed or upheld by law or to return deliveries without prior, mutual agreement. Insignificant, reasonable deviations in dimensions and colour shall not be grounds for complaints unless strict observance of dimensions and colours has been explicitly agreed.
12. Place of performance and venue
The place of performance for all claims arising from the contractual relationship shall be 23564 Lübeck, Germany for both parties. Venue for all disputes arising from the business relationship shall be in 23564 Lübeck, Germany.
13. Legal validity
If individual provisions of this contract have not become an integral part of it or are invalid, either in whole or in part, the contract's remaining provisions shall remain effective.