1. Contract
1. Delivery contracts are only concluded on the basis of these conditions.
2. Deviating purchasing conditions of the client are only valid if they have been acknowledged in writing by the contractor.
3. All offers and declarations are non-binding and are only valid with written confirmation. Orders that the contractor does not confirm within 14 days are considered rejected.
2. Execution of the delivery
1. The shipping risk is borne by the client.
2. The contractor is entitled to excess or short deliveries amounting to 10%.
3. The delivered quantity is calculated. Partial deliveries are permitted upon notification of the contractor.
4. Films or other aids made by the contractor or on his behalf shall remain the property of the contractor even if the production costs have been invoiced in whole or in part and have been paid by the contractor. The invoices for the aids are payable without deduction. A duty to store the tools does not apply to the contractor.
5. The responsibility for the observance of protection and copyright on the ordered equipment shall be borne by the client. Insofar as the contractor is aware of any other intellectual property rights, he informs the client accordingly.
6. In case of doubt, orders on call must be called up within one year of placing the order at the latest. In the case of non-call, the contractor is entitled to charge all non-remunerated costs.
3. Packing and shipping
1. Delivery is packed in cartons. Other packaging materials are to be ordered by the client and will be invoiced separately.
2. Shipping is ex works at the expense and risk of the client. The conclusion of a transport insurance is only on the express instructions of the client and at his expense.
4. Material and design provision
1. Material procured by the client must be delivered to the contractor free of charge. The costs associated with the count and weight test are to be reimbursed by the client. Packaging material and waste resulting from processing become the property of the contractor.
2. For contracted films, drafts, drawings and other documents, the contractor is only liable for intent or gross negligence. An insurance of these objects is a matter of the client and to procure from this at his own expense.
5. Approval of proofs, proofs, dropouts
1. All documents submitted to the client as a production template must be carefully checked by the client and returned with a binding declaration of correctness. The contractor is not liable for errors overlooked by the client. All oral or telephone instructions or change requests require written confirmation. Changes after approval of production templates already granted and the associated costs shall be borne by the client.
6. Default of acceptance of the client
1. If the client refuses to accept all or part of the goods at the agreed delivery date, the contractor may demand either the fulfillment of the contract or the expiry of a statutory period of grace of 14 days for non-performance.
2. If no delivery date has been agreed, the order must be accepted no later than 4 months after placing the order.
7. Delivery time
1. The delivery period begins with the date of order acceptance. If the confirmed order is changed, the delivery period starts with the confirmation of the change or the release of the print.
2. The delivery period is inhibited for the duration of the examination of production samples etc. by the client. The delivery period begins to run again if the client makes an order change.
3. If, in the event of a delay in delivery, the client asserts compensation for non-fulfillment after the expiry of a period of at least 14 days, this shall be limited to the amount of the additional costs of a covering purchase to be made - at most to the amount of the order value. This limitation does not apply in case of intent or gross negligence of the contractor.
8. Force Majeure
1. If the execution of the order is delayed due to force majeure, the agreed delivery period shall be extended by the duration of the disturbance. The contractor will inform the client immediately about the occurrence of a case of force majeure and about the probable duration of the disruption. For the rest, the contract remains unchanged. If the disruption lasts longer than 6 weeks, both parties have the right to withdraw from the contract.
9. Warranty and liability for consequential damage
1. Complaints regarding the delivered goods must be submitted in writing without delay, at the latest within 8 working days after receipt of the goods. This also applies to hidden defects after their discovery; In this case, the right to revoke expires 2 months after the arrival of the goods. The complaint about the complaint must be accompanied by samples of the rejected goods. Defects of a part of the delivery can not lead to the complaint of the entire delivery. If material thicknesses, colors or printing differ slightly from the order, the contractor will not be liable.
2. Insofar as there is a material defect of the item, the customer is entitled at its option to supplementary performance in the form of removal of a defect or delivery of a new defect-free item.
3. If the supplementary performance fails, then the customer is entitled, at his discretion, to demand rescission or reduction.
4. The contractor shall be liable in accordance with the statutory provisions if the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of the contractor's agents or vicarious agents. Insofar as the client is not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
5. The contractor shall also be liable in accordance with the statutory provisions if he culpably violates a material contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
6. Insofar as the customer is entitled to compensation for the damage instead of the service, the liability of the contractor within the scope of section 9.3 is limited to compensation for foreseeable, typically occurring damage.
10. Total liability
1. A further liability of the contractor for damages is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence on conclusion of the contract due to other breaches of duty or due to tort claims for compensation for property damage in accordance with § 823 BGB.
2. Insofar as the contractor's liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of its employees, employees, employees, representatives and vicarious agents.
11. Invoicing, due date, payment
1. In addition to the prices quoted, VAT will be charged additionally. If the calculation basis is changed, the contractor is entitled to make price corrections.
2. The invoice amount is payable net within 21 days from date of invoice.
3. Payment must be made in cash or by check, bank or postal transfer. Insofar as bills of exchange are given in accordance with the agreement, they must be able to bank. Bills of exchange are for payment only. All associated costs and expenses are to be borne by the client. Bills of exchange do not entitle to the deduction of a discount.
12. Late payment
1. Before payment of due invoice amounts including default interest, the contractor is not obliged to any further delivery under any contract.
2. In the event of payment arrears of the Client towards the Contractor, subject to further claims, the Contractor may demand immediate payment for completed deliveries and for future deliveries at his option advance payment or payment upon delivery. Alternatively, the contractor may impose the provision of sufficient and acceptable collateral within a reasonable time.
3. The contractor is entitled, at his discretion, to withdraw from the delivery contracts concluded with the client or to claim damages for non-performance if the client fails to pay within 10 days of receipt of the reminder.
4. All claims of the contractor shall become due if the client declares himself bankrupt by insolvency or settlement request or otherwise.
13. Retention of title
1. The delivered goods remain the property of the contractor until their payment including all additional claims and until the payment of the checks and bills of exchange and until receipt of all payments from the business relationship with the plaintiff. The retention of title also extends to the acknowledged balance, insofar as the contractor books accounts receivable from the client in current invoices (current account reservation).
2. The retention of title does not exclude the right of the client to use the delivered goods in the context of proper business operations or to process and sell them. However, as long as the retention of title exists, the client may neither transfer nor pledge it as security.
3. If the delivered goods are combined with other objects or processed in any other way, the ownership of the contractor does not expire. The contractor becomes the owner or co-owner of the new item in proportion of the invoice value of its reserved goods to the value of the goods produced from it.
4. If the delivered goods or the objects produced by the customer with the reserved goods are resold, the client shall already now assign to the contractor his purchase price claim against his buyer until full payment of his claim in the amount of the invoice value of the reserved goods included in the resold goods including VAT without discount deduction. The contractor hereby accepts the assignment.
5. If the value of the above guarantee exceeds the value of the claim to be secured by 20%, the Contractor will release the delivered goods at its discretion upon request of the Client. The client is obliged to object to all access by third parties to the collateral (reserved goods and claims) with reference to the rights of the contractor and to notify the contractor thereof without delay. He is further obliged to insure the reserved goods within the usual scope. In the case of loss or sinking of the goods subject to retention of title, the insurance claims to which the Customer is entitled shall be deemed assigned to the Contractor in the amount of the value of the collateral.
14. Assignment of claims, offsetting
1. The assignment of claims, which the client is entitled to from the business relationship against the contractor, is excluded.
2. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by the contractor. In addition, the client is entitled to exercise a right of retention to the extent that his counterclaim based on the same contractual relationshipt.
15. Place of performance and jurisdiction
1. Place of fulfillment and place of jurisdiction for all obligations arising from the delivery contract or legal disputes - also for check and bill of exchange claims - is the place of the commercial establishment of the contractor. This also applies to claims arising from bills of exchange and checks, as well as for claims under tort law, litigations and document proceedings. However, the contractor is entitled to sue the client also at the court of his place of business or domicile.
2. German law applies. The application of the uniform law on the international purchase of movable property is excluded.
16. Ineffectiveness of provisions
1. Should individual provisions of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provision (s).
2. Ineffective provisions shall be replaced by mutual agreement with effective provisions that come as close as possible to the economic purpose of the invalid provisions.
