terms and conditions - EPD-Eckhoff Druckveredelung in Schwabach

General Terms and Conditions of Business, Payment, and Delivery

I. Scope of Application These General Terms and Conditions of Business, Payment, and Delivery (GTC) apply to all business relationships with entrepreneurs (§ 14 BGB), legal entities under public law or special funds governed by public law. Corresponding orders are executed exclusively on the basis of the following conditions; other conditions do not form part of the contract, even if we do not expressly object to them. Individual contractual agreements take precedence over these GTC.

II. Prices, Conclusion of Contract

The prices quoted in the contractor’s offer are subject to the condition that the order data on which the offer was based remain unchanged, but for a maximum of four weeks after receipt of the offer by the client. The contractor’s prices do not include value-added tax. The contractor’s prices apply ex works. They do not include packaging, freight, postage, insurance, and other shipping costs.
Subsequent changes to the contractual performance at the instigation of the client, including the resulting machine downtime, will be charged to the client. Subsequent changes also include repetitions of sample prints requested by the client due to minor deviations from the template that cannot be objected to.
To the extent that sketches, drafts, typesetting proofs, sample prints, correction proofs, changes to delivered/transferred data, and similar preliminary work that is not the subject of the order is initiated by the client, these will be charged separately.
In orders with delivery to third parties, the purchaser is deemed to be the client unless otherwise expressly agreed.

III. Payment

Payment must be made without any deduction. Any cash discount agreement does not apply to freight, postage, insurance, or other shipping costs. The due date is determined by the legal regulations.
The client may only set off an undisputed, decision-ready, or legally established claim or exercise a right of retention. This does not apply to any claims by the client for completion or rectification of defects.
If, after the conclusion of the contract, it becomes apparent that the fulfilment of the payment claim is jeopardized by the client’s lack of solvency, the contractor may refuse to perform. The right to refuse performance lapses if the consideration is provided or security is provided for it. § 321 II BGB remains unaffected. The contractor may also refuse to perform if he has a due claim against the client from the same legal relationship, until the performance due to him has been provided. § 273 III BGB remains unaffected.
If the client does not pay the price including the costs referred to in clause II („Prices, Conclusion of Contract“) within 14 days after delivery of the goods, he is also in default without a reminder. In the event of default in payment, default interest of 12 percentage points above the base rate is to be paid. The assertion of further claims is not excluded thereby. In the event of default in payment, the contractor is also entitled to a lump sum of 40 euros. The lump sum is to be credited against any damages owed to the extent that the damages are based on costs of legal prosecution.

IV. Delivery

Delivery deadlines will be individually agreed upon at the latest when the contract is concluded. If this is not done, the legal regulations apply.
The contractor is only entitled to partial deliveries if this is reasonable in consideration of the principles of good faith according to § 242 BGB. This may be the case in particular if partial deliveries are usable for the contractual purpose of the client and if the delivery of the remaining ordered goods is ensured. The client’s rights/claims due to a breach of duty on the part of the contractor remain unaffected.
If the goods are to be shipped, the risk of accidental loss and deterioration of the goods passes to the client as soon as the shipment has been handed over to the person carrying out the transport.
If the contractor delays performance, the client can only withdraw from the contract under the conditions of § 323 BGB if the delay is attributable to the contractor. Paragraph 5 remains unaffected. This regulation does not involve a shift in the burden of proof.
Delivery-delaying events of a temporary nature that are not attributable to the contractor – in particular operational disruptions, transport delays, strikes, lockouts, official measures, non-delivery, incorrect or untimely delivery by suppliers – as well as all cases of force majeure, entitle the client to withdraw from the contract only if it cannot be objectively expected to continue the contract, otherwise the delivery deadline is extended by the duration of the delay caused by the disruption plus a reasonable lead time. The delivery deadline is also extended if the hindrance was caused by a circumstance in the client’s risk area that the contractor is not responsible for. The contractor is not liable in the cases mentioned. The contractor will inform the client promptly about the event referred to in sentence 1.
The contractor has a right of retention according to § 369 HGB on the printing and stamping templates, manuscripts, raw materials and other objects delivered by the client until all due claims from the business relationship are fully paid.
In orders where a pre-determined total order quantity is to be delivered in separately to be requested and paid rates by the client (call orders), the client is, unless otherwise agreed, obliged to accept the entire order quantity underlying the call order within 12 months of the conclusion of the contract. The call obligation of the client constitutes a primary obligation. If the total order quantity is not accepted within the acceptance period, the contractor is entitled, at its option, to either deliver the remaining quantity and demand payment of the outstanding portion of the purchase price, store the remaining quantity at the client’s expense, or set a reasonable deadline for the client to accept the remaining quantity and withdraw from the contract in accordance with § 323 BGB after fruitless expiry of this deadline. Further rights of the contractor, such as the right to claim damages, remain unaffected.

V. Retention of Title

The delivered goods remain the property of the contractor until full payment of all existing claims against the client on the invoice date. These goods may not be pledged to third parties or transferred as security before full payment is received. The client must immediately notify the contractor in writing if and to the extent that third parties access the goods owned by the contractor.
The client is only entitled to resell the goods in the ordinary course of business. The client hereby assigns his claims from the resale to the contractor. The contractor hereby accepts the assignment.
If the realizable value of the collateral exceeds the claims of the contractor by more than 10%, the contractor will release collateral of his choice at the request of the client.
In the case of processing or transformation of the goods delivered by the contractor and owned by him, the contractor is deemed to be the manufacturer according to § 950 BGB and retains ownership of the products at all times during processing. If third parties are involved in the processing or transformation, the contractor is limited to a co-ownership share corresponding to the invoice value (final invoice amount including VAT) of the goods subject to retention of title. The ownership thus acquired is deemed to be retained ownership.

VI. Scope of Services and Guarantees

The client must promptly verify the conformity of the goods, as well as any preliminary and intermediate products sent for correction. The risk of any errors passes to the client upon approval of the print or production, unless the errors occurred or could only be identified in the subsequent production process following the approval. The same applies to any other approval statements made by the client.
Obvious defects must be reported in writing within one week of receiving the goods, and hidden defects within one week of discovery; otherwise, the warranty claim is excluded.
In the case of justified complaints, the contractor is initially obligated and entitled to remedy the defect and/or provide a replacement delivery at its discretion. If rectification fails, the client may demand a reduction in payment (reduction) or cancellation of the contract (rescission).
Defects in part of the delivered goods do not entitle the client to complain about the entire delivery unless the defect-free part of the delivery is of no interest to the client.
For reproductions, customary deviations may occur between the original and the final product. The same applies to comparisons between samples, specimens or other templates (e.g. digital proofs, proofs) and the final product.
The contractor is not obligated to provide any accessories, including packaging or assembly instructions, or other instructions in addition to the goods unless expressly agreed between the client and the contractor. Regardless of this, the goods will be delivered in a suitable transport packaging, as required.
The conformity of the goods is based solely on the contractual agreement and public product descriptions of the contractor at the time of conclusion of the contract, otherwise on the usual quality. The suitability for ordinary use and other expectations of the client are not taken into account when assessing the conformity of the goods.
§ 478 BGB remains unaffected.

VII. Liability

The contractor is liable for any culpable violation of life, body, health, and for damages caused intentionally or through gross negligence, even if the breach of duty is based on correspondingly culpable behavior of a legal representative or vicarious agent.
The contractor is also liable for slight negligence in the violation of essential contractual obligations, even through its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place, whose violation jeopardizes the achievement of the purpose of the contract, and on whose compliance the client may rely. The liability of the contractor under sentence 1 is limited to foreseeable, contract-typical damage in cases of slight negligence.
Finally, the contractor is liable for fraudulently concealed defects and for warranty for the quality of the goods, as well as for claims under the Product Liability Act.
In all other respects, the liability of the contractor is excluded.

VIII. Statute of Limitations Defect claims of the client expire, with the exception of the claims for damages mentioned under VII.1 and those under the Product Liability Act, one year after the delivery of the goods. This does not apply if the contractor fraudulently concealed the defect or if it has assumed a guarantee for the quality of the goods. Section 478 of the German Civil Code (BGB) shall also remain unaffected.

IX. Trade Usage In commercial transactions, the trade usages of the printing industry apply (e.g. no obligation to surrender intermediate products such as data, lithographs, or printing plates created for the production of the owed end product) unless a different order has been given.

X. Archiving Products, materials, and data belonging to the client will only be archived by the contractor beyond the time of delivery of the final product to the client or his agents upon express agreement and for a separate fee. In the absence of an agreement, the client shall arrange for any necessary insurance.

XI. Periodic Work Contracts for regularly recurring work may be terminated with a notice period of 3 months.

XII. Third-Party Rights The client assures that third-party rights, such as copyright, trademark, or personal rights, are not violated by his order specifications, especially by templates provided by him. In this respect, the client shall fully indemnify the contractor from any claims of third parties, including the costs of legal defense and/or prosecution, unless the client proves that he is not at fault and has fulfilled all due care and examination obligations incumbent upon him.

XIII. Place of Performance, Jurisdiction, Applicable Law The place of performance and jurisdiction is the contractor’s place of business for all disputes arising from the contractual relationship, if the client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in the country. German law applies to the contractual relationship. The UN Sales Convention is excluded.

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