§ 1. Scope
(1). Our terms and conditions apply exclusively and without renewed explicit reference to all future deliveries of goods and services that we provide to the customer. We do not recognize contradictory or deviating conditions of the customer, unless we have expressly agreed to their validity in writing. This also applies if we carry out the delivery without reservation in the knowledge of contrary or deviating conditions of the customer.
(2). These terms and conditions apply only to entrepreneurs, legal entities under public law and public law special funds within the meaning of § 310 para. (1) BGB.
§ 2. Offer and contract
(1). Our offers are non-binding, unless the term “binding” is explicitly attached. The customer is bound to his order for four weeks. The contract is concluded either by our written acceptance of the offer, order confirmation or delivery of goods. The customer is also bound to his offer for four weeks, which we can accept by an order confirmation by e-mail or delivery of goods.
(2). It should be pointed out that the customer is not entitled to any right of revocation or return in accordance with § 312d BGB (German Civil Code) or other provisions in the scope of application of these terms and conditions.
(3). Illustrations, descriptions, dimensions and quantities are only binding if this has been previously agreed in writing with the customer. The quality of the service to be provided by us depends exclusively on the written contractual documents. Changes in design and material remain reserved, as far as these are not of a fundamental nature and the contractual purpose of the delivery for the customer is not restricted.
(4). If the customer wants to change the contractually agreed scope of the services to be provided by us, he must express this change request in writing to us. The costs for the resulting expenses (eg preparation of a modification proposal, downtimes, etc.) shall be borne by the customer insofar as we comply with his request for change.
§ 3. Quantities and measurements, duty to cooperate
(1). With the conclusion of the contract, the customer confirms that all quantities and dimensions in his orders are based on his verified information. If deviations from the customer’s information emerge at a later date, additional costs resulting from this shall be borne by him.
(2). The customer designates a professionally competent contact person, who is available to us for necessary information and who can make the decisions necessary for the execution of the order or can bring it about without delay.
(3). The customer meets all requirements to enable the order to be executed properly. In particular, the customer will ensure that all necessary contributions on his part or his vicarious agents are provided on time, to the required extent and free of charge for us.
(4). The customer must provide us with the customer-specific documents and other necessary information required for the execution.
(5). The customer is liable for delays or errors in the execution of the order, if these result from his performance data, incorrect or incomplete information or other circumstances for which he is responsible.
§ 4. Prices, terms of payment
(1). Customer payments must be received by us within 8 days of receipt of the invoice, unless otherwise agreed in writing.
(2). Unless otherwise agreed, our prices apply “ex works” excluding transport and packaging; the costs incurred will be invoiced separately.
(3). The statutory sales tax is not included in our prices; it will be shown separately in the bill at the statutory rate on the date of invoicing.
(4). Deduction of discount requires special written agreement.
(5). The legal rules for the consequences of late payments apply.
§ 5. Delivery time, deadlines, partial deliveries
(1). Delivery times stated by us in the offer and in the order confirmation are only approximate and not binding. Binding fixed dates must be expressly designated as such and require our identical written confirmation, which can also be issued by fax or e-mail. The periods begin with the receipt of the confirmation by the customer and are understood by purchase contracts for the time of delivery ex works. The beginning of the specified period of time requires the clarification of all technical questions, the timely fulfillment of the customer’s obligations and the existence of the documents and permits to be provided by him. Any changes required by the customer after conclusion of the contract extend the delivery times and deadlines accordingly. The plea of the non-fulfilled contract remains reserved to us.
(2). Unforeseen events for which we are not responsible (in particular strikes, force majeure and non-timely self-delivery) extend the agreed delivery times and deadlines for the duration of the delay plus a reasonable start-up period. The customer must be informed immediately about these circumstances; If the delay lasts more than three months, it is entitled to withdraw from the contract, if this has not yet been fulfilled, after setting a reasonable period of grace. We are also entitled to this right, although the period of grace is not required in this case.
(3). If we are released from our performance obligation according to the preceding paragraph or the delivery period or the agreed production date is extended, the customer has no claims for damages.
(4). Unless otherwise agreed in the contract, partial deliveries by us are just as permissible as deliveries before expiry of the agreed delivery time.
(5). Unless otherwise agreed by contract, call-off orders agreed with the customer are to be processed by retrieving them within twelve months at the latest. If this is not done, we are entitled to pass on any price increases that have occurred in the meantime to the customer.
(6). If the customer is in default of acceptance or culpably violates other obligations to co-operate, we are entitled to demand compensation for any damage incurred, including any additional expenses. Further claims or rights reserved. The risk of accidental loss or accidental deterioration of the goods is transferred to the customer at the time when the latter is in default of acceptance or payment.
(7). We are liable according to the legal provisions, as far as the underlying contract is a fixed transaction in the sense of § 286 Abs. (2) Nr. 4 BGB or of § 376 HGB.
(8th). Furthermore, we are liable according to the legal provisions, if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; A fault of our representatives or vicarious agents is attributable to us. If the delay in delivery is based on a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(9). We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
(10). In addition, we are liable in the event of default in delivery for each completed week of delay in the context of a flat-rate compensation for default in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
§ 6. Transfer of risk
(1). Unless otherwise agreed, delivery is agreed “ex works”. The risk in all cases – including the risk of seizure – even in the case of carriage paid delivery upon delivery of the delivery item to the transport person to the customer. This also applies if we transport ourselves. If the dispatch is delayed for reasons that are the responsibility of the customer, then the risk already passes to the customer upon notification of readiness for dispatch.
(2). Unless otherwise agreed, we determine the manner of packaging and shipping. If the customer requests it in writing, we cover the delivery by a transport insurance at his expense.
(3). In the case of services, the risk passes to the customer upon acceptance.
§ 7. Retention of title
(1). The goods remain our property until all claims arising from the business relationship with the customer have been met. In the event of breach of contract by the customer, in particular in the case of default of payment, we are entitled to withhold or also to take back the goods.
(2). In the case of seizures or other interventions by third parties, the customer must notify us in writing without delay so that we can file a third-party objection action in accordance with § 771 ZPO.
(3). The customer may resell the reserved goods only in the ordinary course of business and as long as he is not in default of us; however, he hereby assigns to us all claims in the amount of the final invoice amount (plus VAT) which accrue to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or with refining. To collect this claim, the customer remains authorized even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to do so as long as the customer meets his payment obligations from the proceeds received, does not default on payment and no petition for the opening of insolvency proceedings has been filed or payment has ceased. But if this is the case, we can demand that the customer notify us of the assigned claims and the debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment.
(4). We undertake to release the securities to which we are entitled on request of the customer to the extent that the realizable value of our security exceeds the claims to be secured by more than 10%; the selection of the securities to be released is our responsibility.
§ 8. Liability for defects, damages
(1). Warranty claims of the customer presuppose that he has properly complied with his obligations under Section 377 of the German Commercial Code (DGB) to inspect and give notice of defects. The customer must inspect the goods immediately upon receipt. If we deliver directly to the end customer at the request of the customer, the customer must ensure compliance with the obligations under § 377 HGB. Complaints (production errors, shortfalls, wrong delivery, etc.) must be reported to us immediately, at the latest within five working days after receipt of the goods, in any case prior to resale, destruction or disposal in writing, by fax or e-mail. Transport damage must be reported to us immediately, at the latest within 24 hours, in writing, by fax or e-mail. In the event of obvious transport damage, the customer must obtain a written confirmation from the carrier and send it to us.
(2) In the event of a material defect, the customer is initially restricted to enforcing supplementary performance, whereby we reserve the right to choose the type of supplementary performance. The customer has the right, in case of failure, to reduce the supplementary performance or to withdraw from the contract at his own choice.
(3). We are entitled to refuse supplementary performance if it involves disproportionate costs for us. Instead of subsequent performance, the buyer may be required to reduce the agreed price or cancel the contract.
(4). We are liable in accordance with the statutory provisions, as far as the customer asserts claims for damages based on intent or gross negligence on our part, our representatives or vicarious agents. Unless there is an intentional breach of contract, the liability for damages is limited to the predictable, typically occurring damage.
(5). We are liable according to the legal provisions, as far as we, our representatives or vicarious agents culpably violate a material contractual obligation; In this case, too, the liability for damages is limited to the foreseeable, typically occurring damage.
(6). Liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability under the Product Liability Act.
(7). Unless otherwise stated above, liability is excluded.
(8th). The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The statutory period of limitation in the event of a delivery recourse according to §§ 478 and §§ 479 BGB and in the cases of §§ 438 para. (1) No. 2, 634a para. (1) No. 2 shall remain unaffected. This also applies in the cases of the preceding paragraphs (4) to (6).
(9). Further liability 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. This limitation also applies insofar as the customer demands reimbursement of useless expenses instead of a claim for compensation for the damage instead of the service. Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, representatives and vicarious agents.
§ 9. Release pattern
(1). In the case of production for the customer, a release pattern or digital proof copy is sent to the customer before the start of production. After inspection, the customer must inform us in writing, by e-mail or fax, whether production can start on this basis. Minor production-related deviations that are within the usual tolerances and do not significantly affect the customer are not a defect.
(2). The release pattern according to paragraph (1) above shall be defined in writing between us and the customer (eg with drawings, pictures, construction plans, etc.). Pure material samples, sample samples or general comparable samples, which are provided by us, do not constitute the binding release pattern.
(3). If the customer waives the inspection of the clearance pattern at his own request, any deviations that could have been prevented during his inspection are at his own expense. Colors in an e-mail may look different on the product, and therefore no color matching is guaranteed without viewing the approval pattern.
§ 10. Quantity deviations, error rates
(1). Excessive or reduced quantities of 5% up to 10% of the ordered goods shall be considered as proper fulfillment.
(2). If the goods are imported by us with knowledge of the customer from abroad or if custom-made products are produced, the customer accepts an error rate of up to 5%.
§ 11. Acceptance obligation
(1). It is part of the duty of the customer to accept the delivered goods.
(2). If, for reasons for which the customer is responsible, a non-acceptance of ordered goods, the customer shall bear the entire additional shipping costs, per package shipped. The customer is allowed to prove that we have suffered no or minor damage.
§ 12. Software, liability for data loss
(1). To the extent that we are liable for damages pursuant to § 8 above, our liability for data loss shall be limited to the typical recovery effort that would have accrued in the event of regular and complete backup copies of all data, structures and programs.
(2). If the scope of our services includes the use of data or software products of third parties, the customer already acknowledges the right of use of the software for this software. These are provided by us on request. We are not responsible for any malfunctions that are related to or related to the operating system environments and configurations installed on the customer. Our liability is also excluded if the data or software program is incompatible with the customer’s hardware and / or software, unless we have provided consulting services in accordance with a written agreement.
§ 13. Assignment, set-off, retention
(1). The customer is not entitled to assign claims against us or rights arising from the business relationship to third parties without our consent or to transfer them to third parties.
(2). The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or acknowledged by us.
(3). The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
§ 14. Awarding to third parties
(1). Even without the customer’s prior consent, the customer is entitled to pass on the order or parts of the order to third parties.
(2). In these cases, we are liable for the third party as well as for our own vicarious agents.
(3). If desired by the customer in advance with the third party confidentiality agreements.
§ 15. Industrial property rights, advertising
(1). We are entitled to industrial property rights arising from the execution of the contract. Should these exceptionally arise due to mandatory legal provisions at the customer he allows us the free, non-exclusive and temporally limited use.
(2). The customer is responsible for ensuring that he does not infringe any industrial property rights of third parties within the scope of the order execution itself. In case of any violations, the customer indemnifies us from the use of third parties upon first request.
(3). By submitting its design templates, the customer agrees that we may promote the finished product and / or present it as a reference sample. Here we are entitled, at a suitable place our manufacturer’s notice in the form of e.g. an internet address.
§ 16. Place of Performance, Jurisdiction, Applicable Law
(1). Place of fulfillment and place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law is Nuremberg. In addition, we are entitled to sue the customer at his place of business.
(2). The law of the Federal Republic of Germany; the validity of the UN sales law is excluded.
(3). Should one of the above provisions be or become ineffective, the validity of the other regulations remains unaffected.