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general terms and conditions of sale

1. Scope of validity

  1. The following General Terms and Conditions (GTC) shall apply to all business transactions with us, even if they are not made the subject of individual transactions. Individual agreements made in individual cases shall always take precedence over these General Terms and Conditions. Subject to evidence to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation. They shall apply to all goods that the customer obtains from us as part of the delivery. This shall also include containers and transport aids etc. used by us.
  2. These General Terms and Conditions shall apply exclusively to entrepreneurs, legal persons under public law or special funds under public law within the meaning of § 310 (1) BGB. If the customer is a consumer, separate terms and conditions shall apply.
  3. Deviating, conflicting or supplementary terms and conditions of a customer shall only become an integral part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent shall apply in all cases, even if we carry out deliveries to the customer without reservation in the knowledge of conflicting terms and conditions of a customer.

2. Offers and conclusion of contract, prices, and payment

  1. If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
  2. If no prices have been agreed in writing, the prices of the seller valid on the day of delivery shall apply.
  3. Unless otherwise agreed in writing, our prices shall apply ex works excluding packaging and excluding VAT in the amount valid in each case. Costs for packaging will be invoiced separately.
  4. Payment of the purchase price must be made exclusively to the account indicated overleaf. The deduction of a discount shall only be permitted with a special written agreement. An agreed discount always refers only to the invoice value ex-cluding freight and assumes the complete settlement of all due liabilities of the buyer at the time of the discount.
  5. Unless otherwise agreed, the purchase price is to be paid within 30 days of invoicing. Default interest is calculated at a rate of 8%1 above the respective base interest rate per annum. The assertion of higher damages for delay shall remain reserved. The payment period shall always start on the invoice date, regardless of the duration agreed.
  6. If the customer defaults on payment with other payment obligations toward us or otherwise behaves in breach of the contract, all claims shall become due for payment immediately. In this case, goods that have not yet been delivered can be retained until payment has been made and further work on orders that are still in progress can be stopped.
  7. Unless a fixed price agreement has been reached, reasonable price changes due to changes in wage, material, energy, and distribution costs are reserved for deliveries made three months or later after the conclusion of the contract.
  8. We shall be entitled to invoice partial deliveries and partial services immediately upon delivery.
  9. Issued account statements and other statements are deemed approved if the customer does not object within four weeks of the date of the statement. At the beginning of the period, we will provide written information that silence after the period expires shall be considered an approval.
  10. If the financial situation of the buyer deteriorates or if there is no release of the credit insurance, the seller can demand real or personal security or, if it is not provided, advance payment. In the event of default in payment or deterioration of the financial situation of the buyer, the seller may, in the case of orders which, due to special characteristics required by the buyer, could not be used by other buyers or could only be used with difficulty, make the commencement or further execution of these orders dependent on the provision of real or personal security or, if this is not provided, on payment for the goods. If the buyer does not fulfil the above obligations, the seller shall have the right to refuse the deliveries and to withdraw from the contract and to demand compensation.

1 From the beginning of the delay, the buyer shall owe the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, either as a buyer or as a seller, the interest rate shall be 5% above the base rate. In the case of purchase contracts between entrepreneurs, the reform of the law of obligations raises the interest rate to 8% above the base rate.

3. Rights of retention / offsetting

  1. The customer shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
  2. The customer cannot offset his own claims unless these are undisputed, acknowledged or legally established by us. In the event of defects in the delivery, the customer’s counterrights shall remain unaffected.

4. Delivery, delivery time, delays, and force majeure

  1. The dispatch of goods is at the risk of the customer unless the transport is carried out by our own vehicles. The risk shall transfer when the loading process is complete. We shall reserve the right to make partial deliveries. The day of delivery shall be the day of dispatch or collection of the goods from us.
  2. The commencement of the delivery period specified by us assumes the timely and proper fulfilment of the obligations of the customer, such as the approval of the print or other documents received by us in writing. We shall not be obliged to subject the components provided by the customer to produce an order, such as data, press sheets and die-cutting dies, etc., to a prior inspection.
  3. If an agreed delivery period is not complied with for reasons for which we are responsible, the customer shall have the right to withdraw from the contract after the fruitless expiry of a reasonable grace period set in writing. Claims for dam-ages due to delayed delivery are excluded unless they are based on intent or gross negligence.
  4. Goods purchased on demand must be accepted within four months. In the event of non-timely acceptance, we shall be entitled to store the goods ready for dispatch at the cost and risk of the customer and to invoice them as delivered, at the expense of all costs incurred. In the event of a delay in acceptance beyond the aforementioned 4-month period, we shall also be entitled to withdraw from the contract and, notwithstanding further claims, to demand a 20% cancelation fee from the customer. The objection to the non-performance of the contract shall remain reserved.
  5. If the customer is in default of acceptance or culpably violates other cooperation obligations, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims shall be reserved. Insofar as the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer is in default of acceptance or payment.
  6. Our delivery obligations shall be subject to complete and timely self-delivery unless we are responsible for incomplete or delayed self-delivery.
  7. Delivery impediments due to force majeure or due to unforeseen events or events for which we are not responsible, such as operational disruptions, industrial disputes, strikes, lockouts, official orders, pandemics and epidemics, gas shortages, the subsequent elimination of export and import possibilities, unrest, acts of war or terrorism and blockades of transport routes shall release us from the obligation to comply with agreed delivery times or delivery quantities for the duration and to the extent of the delivery impediments.
  8. As far as possible, we will inform the customer of the reason, the expected scope, and the expected duration of the delivery delay. In such cases, we shall be entitled to adjust the scope of delivery and/or the time of delivery.
  9. If the impediment to delivery is due to incomplete or delayed self-delivery or if the impediment to delivery or its effects cannot be remedied for the foreseeable future and we are not responsible for the reason for the impediment to delivery, both parties have the right to extraordinary termination.

5. Reservation of ownership

  1. Until full payment of the purchase price and any other due claims, the delivered goods shall remain our property. This shall also apply to all future deliveries, even if we do not always expressly refer to this condition.
  2. The customer shall be entitled to resell the goods in normal business transactions – as long as we do not object. Claims arising from resale shall be assigned to us upon their creation. We hereby accept the assignment. We shall be entitled to notify third parties, the customer shall be obliged to name them, of the assignment and to assert the assigned claim in our own name.
  3. If the terms and conditions of purchase of the third party contain a restriction on the right of assignment or if the as-signment of the claim is made subject to consent, the consent of the third party must be submitted to us in writing prior to delivery. If the delivery nevertheless takes place, we shall be irrevocably authorised to collect the claim arising from the resale of the reserved goods in the name and for the account of the customer. At the same time, the customer shall ir-revocably issue a payment order to the third party in our favour.
  4. If the realisable value of a security transferred to us exceeds our claims by more than 20%, we shall release the additional securities upon request; we shall be responsible for selecting several securities. We can waive securities at any time.
  5. As long as ownership has not yet transferred, the customer must notify us immediately in writing if the delivered goods are seized or exposed to other interventions by third parties. Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of an action in accordance with § 771 ZPO, the customer shall be liable for the loss in-curred by us.
  6. The processing or transformation of the delivered goods by the customer shall always be carried out in our name and on behalf of us. In this case, the customer’s expectancy right to the goods shall continue in the transformed item. Insofar as the goods are processed with other items not belonging to us, we shall acquire co-ownership of the resulting items in the ratio of the invoice value of our goods to the objective value of the other processed items at the time of processing. The same shall applies in the case of mixing. Insofar as the mixing takes place in such a way that the object of the cus-tomer is to be regarded as the main object, it shall be deemed to be agreed that the customer transfers proportional co-ownership to us and stores the resulting sole or co-ownership for us.

6. Liability

  1. We shall be liable without limitation for any legal reason in the event of a breach of a guarantee or injury to life, body, or health. The same shall apply to intent and gross negligence on the part of bodies and executives. The liability for simple vicarious agents (§ 278 BGB) shall be excluded as far as legally permissible.
  2. Subject to the provision in paragraph 1, we shall only be liable for slight negligence if cardinal obligations are violated. Cardinal obligations are ones whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the contractual partner regularly trusts and may trust.
  3. In cases of a material breach of contractual obligations caused only negligently, the amount of damages shall be limited to the foreseeable and typical damages at the time of conclusion of the contract. Compensation for loss of production, consequential damage and/or loss of profit is excluded in cases of simple negligence. This limitation of liability shall apply accordingly to the conduct of our agents and subcontractors.
  4. Any damage shall be limited in sum – except in the case of intent, gross negligence and injury to life, body, or health – to the value of 50% of the order value per damaging event.
  5. If we are unable to meet an agreed delivery period, our liability for any damage caused to the customer by the delay shall be limited to a maximum of 5% of the agreed net price, subject to paragraphs 1 to 3. The assertion of further damage by the customer as well as the proof of a lesser damage by us shall remain reserved.

7. Warranty

  1. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
  2. There shall be no claims for defects if the delivery is within the tolerances resulting from the General Conditions of Sale of Paper and Cardboard Manufacturers in the European Community (CEPAC). In the case of raw materials made entirely from recycled materials, deviations in colour, appearance, quality, and odour from the general standard are due in particular to this and therefore do not constitute a reason to lodge a complaint.
  3. The customer’s rights to defects shall also require that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB), in particular that the delivered goods are checked immediately upon receipt and that obvious defects and defects that were recognisable during such an inspection are immediately notified to us in writing. The customer must notify us in writing of hidden defects immediately after their discovery. The notification shall be deemed to be immediate within the meaning of sentences 1 and 2 if it is made within 5 working days, whereby the receipt of the notification by us is decisive to comply with the deadline. If the customer fails to carry out a proper inspection and/or notification of the defect, our liability for the defect in question shall be excluded. The customer must describe to us in writing his detected defects in the notification. If, in the case of delivery of a larger, identical quantity of goods, a complete inspection of the goods is not feasible within the meaning of § 377 (1) HGB or, due to the circumstances of the specific case, is not reasonable for the customer, a representative sample (i.e., one that is adequate in number, sufficiently dispersed and carried out with professional care) shall be sufficient for the examination. Claims for supplementary performance shall be excluded in the event of minor deviations that are reasonable for the customer.
  4. We shall be given the opportunity to examine the notified defects of the delivery at the place where the goods are located. Our consent must be obtained prior to any return of the goods.
  5. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we shall, subject to timely notification of defects, repair the goods or deliver replacement goods at our discretion. We shall always be given the opportunity to rectify the defect within a reasonable period. Claims for recourse shall remain unaffected by the above regulation without restriction.
  6. If the subsequent performance fails, the customer can – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
  7. Defect rights do not exist in the case of defects that (i) arise after the transfer of risk as a result of improper handling, storage, or care or excessive use or (ii) arise due to force majeure, special external influences, which are not presupposed under the contract, or arise as a result of the use of the goods outside of the normal use stipulated in the contract or (iii) in the case of such uses which arise as a result of natural wear and tear.
  8. In the event of unjustified notification of defects, the costs incurred shall be reimbursed by the customer, unless he can prove that he is not at fault with regard to the unjustified notification of defects.
  9. We shall not be liable for defects based on the specifications of the customer regarding the processing or choice of the material. We shall not be obliged to subject the components provided by the customer to produce an order, such as data, press sheets and die-cutting dies, etc., to a prior inspection.
  10. In all cases, the statutory special provisions shall remain unaffected when the unprocessed goods are delivered to the consumer, even if the latter has further processed them (supplier recourse acc. § 478 BGB). Claims arising from supplier recourse shall be excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g., by incorporation into another product.
  11. Claims of the customer due to the expenses required for the purpose of supplementary performance, in particular transport, travel, labour, and material costs, including possible removal and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by us have been subsequently transported to a location other than that agreed for delivery by us.
  12. The customer’s recourse claims against us shall only exist insofar as the customer has not made any agreements with his client that go beyond the legally binding claims for defects.

8. Statute of limitation

  1. The limitation period for the customer’s claims for defects shall be 12 months, in deviation from § 438 (1) (No. 3) BGB and shall begin with the delivery of the goods. The period of limitation shall also begin with the customer’s delay in accepting the goods. Insofar as an acceptance has been agreed, the limitation period shall begin with the acceptance. This period shall also apply to claims arising from tort based on a defect in the goods.
  2. The period of limitation does not start again by subsequent performance. A statement on an asserted claim for defects shall not be regarded as entering negotiations on the claim or the circumstances justifying the claim, provided that the claim for defects is rejected in full by us.
  3. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body, and health, which are based on an intentional or negligent breach of duty attributable to us.
  4. Insofar as the law stipulates longer periods in accordance with § 438 (1) (No. 2) BGB (Buildings and Objects for Buildings), § 445 b BGB (Right of Recourse) and § 634a (1) BGB (Building Defects), these periods shall apply.
  5. The above limitation periods of the purchase law shall also apply to contractual and non-contractual claims for damages of the customer, which are based on a defect of the goods, unless the application of the regular limitation period (§§ 195, 199 BGB) will lead in individual cases to a shorter limitation period.
  6. A pending negotiation of claims due to material defects or other claims for damages shall only exist if the parties have declared that they will negotiate such claims.

9. Data protection

  1. When handling personal data, we observe the legal regulations on data protection. We process the personal data of the customer, insofar as this is necessary for the establishment, execution, or termination of a contractual or similar relationship including pre-contractual measures or is in our legitimate interest. Further data protection information, in particular on the rights of the data subject, the complaints office and the data protection officer, is required in accordance with Art. 13, 14 GDPR under privacy policy.
    This notice is deemed to be a notification in accordance with § 33 para. 1 BDSG

10. Transport packaging

  1. According to § 15 (1) sentence 1 of the Packaging Act, manufacturers and distributors of transport packaging (No. 1), sales and secondary packaging, which after use typically does not occur as waste for private end users (No. 2), or reusable packaging (No. 5) shall take back, free of charge, used, empty packaging of the same type, shape and size as that which they have placed on the market at or in the immediate vicinity of the place of actual handover, in order to make it available for re-use or recycling. Unless otherwise agreed, the customer shall assume our obligations to take back the packaging in accordance with § 15 of the Packaging Act and ensure that the packaging is taken back as well as that it is professionally and properly recycled. The costs incurred for taking back and recycling are to be borne by the customer. Unless otherwise agreed, to fulfil the return obligations according to § 15 of the Packaging Act, we shall ensure that the packaging delivered by us is taken back and properly used by the customer. The return of the packaging shall be affected by collection of the packaging by a third party to be commissioned by us at the request of the customer. The returned packaging must be clean, free of foreign substances and sorted according to different packaging. Otherwise, we shall be entitled to demand from the customer the additional costs or reduced profit arising from the disposal. If the packaging delivered by us is not returned in accordance with this regulation, the customer shall be responsible for the professional and proper recycling of the packaging at his own expense. In this case, we shall be entitled to a financial compensation claim for compensation for the lost recovery profit against the customer. It is calculated at a flat rate of 75% of the waste paper price quoted by the Association of the PAPER INDUSTRY. A higher damage or a lower damage can be proven by the customer or by us, depending on the case.
  2. If the customer is the final distributor within the meaning of Section 3 (13) of the Packaging Act, he shall be obliged pursuant to Section 15 (1) sentence 5 of the Packaging Act to inform the final consumers, by means of suitable measures to an appropriate extent, about the possibility of returning the packaging within the meaning of Section 15 (1) sentence 1 (No. 1 to 5) of the Packaging Act and its purpose.
  3. If mesh boxes or European pallets are used for delivery, the customer must return these to us in the same number. At our discretion, the return must be made free of charge via our freight forwarder or in any other way within a reasonable period in perfect condition.

11. Confidentiality

  1. The customer shall be obliged to keep confidential for an unlimited period all information that becomes available to him via us, which is designated as confidential or can be recognised as trade or company secrets (BuG) according to the other circumstances, and neither to record nor to pass it on or exploit it. Individually negotiated and agreed prices must always be treated as a BuG.
  2. The customer shall ensure by appropriate contractual agreements with the employees and representatives working for him that these also indefinitely refrain from any use, transfer or unauthorised recording of such business and company secrets.
  3. We shall reserve the right of ownership and copyrights to all documents provided to the customer in connection with the placement of the order, including in electronic form, such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the customer our express written consent. If no contractual relationship is established, these documents must be returned to us immediately.

12. Applicable law; place of jurisdiction

  1. The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The courts at our registered office shall have exclusive jurisdiction to decide disputes, including those arising from bills of exchange, cheques, or other securities – the provision shall apply only to the persons named in § 38 I ZPO. In addition, the courts at our registered office shall also have jurisdiction if, after the conclusion of the contract, the customer transfers his residence or usual place of residence abroad or if his residence or usual place of residence is not known at the time of bringing an action. We shall also be entitled to take legal action in other jurisdictions.

13. Miscellaneous

  1. The transfer of the rights and obligations of the customer to third parties shall only be possible with our prior written consent.
  2. Our registered office, Grünstraße 4, DE-77723 Gengenbach shall be the place of performance for all services, both of us and of the customer, unless otherwise agreed.
  3. Amendments and supplements to these General Terms and Conditions must be made in writing. This shall also apply to this written form requirement. This requirement shall not affect the effectiveness of post-contractual verbal supplementary agreements that do not affect the provisions of these General Terms and Conditions.
  4. Should any of the above provisions be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the General Terms and Conditions and the contract as a whole. The parties shall be obliged to replace the invalid or unenforceable provision with a provision that is as similar as possible in economic terms from the beginning of the invalidity or unenforceability, considering the interests of both parties. The same shall apply to regulatory loopholes.

Last updated in august 2023