General: Deliveries carried out exclusively in accordance with the terms and conditions of the supplier. Conditions of purchase of the ordering party which differ from these terms and conditions shall not be automatically recognised with the acceptance of the order and shall not be regarded as binding, even if they are not directly contradicted by the supplier. By accepting the goods, the ordering party automatically accepts the terms and conditions of the supplier. Other agreements require explicit written confirmation.
Offers and sales are subject to change and are valid until the day of delivery. Invoicing takes place based on the prices valid on the day of delivery. Any unforeseeable changes in customs duties, import and export duties etc., as well as exchange rates, entitle the supplier to make an appropriate price adjustment. Prices are provided in Euro excluding VAT.
Delivery times are approximate and subject to change and are valid from the date of the order confirmation or from the date the details required to process the order are provided by the ordering party. They are also valid subject to unforeseeable circumstances during the manufacturing process and other obstacles such as force majeure, delays in transport, operative failures in the plant of the supplier and the plants of primary suppliers. Subject to correct and punctual delivery by our suppliers. The delivery is regarded as punctual if the goods have left the plant by this time or the delivery or collection notification has been issued. In the event of delays in delivery, the ordering party is obliged to accept the goods at a later date. The ordering party may only exercise their right to withdraw if the supplier fails to comply with an appropriate deadline extension stipulated by the ordering party and the ordering party cannot be expected to honor the contract in this case for compelling reasons. Part deliveries with separate invoices are permitted. Goods which are reported as ready for delivery must be accepted immediately, otherwise the supplier is entitled to store the goods with limited liability for damage or to pass the goods on to a haulage contractor at the cost and risk of the ordering party.
Unless included in the price of the goods, packaging is charged at cost price and will not be taken back. Any extra expense for special packaging requests or gift packaging not included in the price shall be charged separately. Delivery takes place at the expense and risk of the ordering party. This also applies if the supplier has agreed to cover the costs for transport (including with their own mode of transport). Where deliveries take place using a mode of transport provided by the supplier, helpers must be made available by the receiving party free of charge for unloading.
Terms and conditions of payment: The full invoice amount is due for payment within 20 days from the date of the invoice without deduction. In case of cash payments within 8 days from the date of the invoice, a 2 % discount shall be given on the cost of the goods providing the ordering party is not behind with payments. Payment in advance may be requested for first business. Payment is only regarded as complete when it is received by the supplier. Discussions regarding liabilities on a bill are never entered into. In case of delayed payments, interest and charges will be made based on the current prevailing rates charged by banks for unsecured credit. Failure to comply with the terms and conditions of payment or circumstances which are only made known to the supplier after the relevant sales have been made and which affect the creditworthiness of the ordering party shall result in claims for all payments becoming due immediately. In this case, the supplier is entitled to suspend the fulfillment of obligations following written notification until the payments have been received and request payment in advance or security within an appropriate period for goods which have not yet been delivered. If the ordering party refuses to make the necessary payments or the deadline expires with no success, the supplier is entitled to withdraw from the contract or request compensation for non-compliance with the terms and conditions. The ordering party may only offset against claims that are undisputed or which have been determined as legally valid. In the event that goods have been supplied which are indisputably defective, the ordering party is obliged to pay for the part which has been delivered free from faults, unless it can be proven that these parts cannot be used as a part delivery. Minimum ordering quantities must be made to secure low-cost promotional articles.
Reservation of title: The supplier retains ownership of the goods until all the claims against the ordering party resulting from the business relationship have been paid, including claims which might arise from contracts signed at the same time or in the future. This also applies to cases where individual claims or all claims are included in a current invoice, the balance of which has been calculated and acknowledged. The ordering party is only entitled to sell goods subject to reservation of title in the course of regular business transactions if they cede all claims towards the supplier which arise through the act of reselling to customers or third parties. If goods subject to reservation of title are resold in unprocessed or processed state or in conjunction with items that are the exclusive property of the ordering party, the ordering party herewith assigns to supplier any and all receivables arising from the resale to their full extent. If goods subject to reservation of title are resold by the ordering party in processed state or in conjunction with items that are not the property of the supplier, the ordering party herewith and now assigns to the supplier any and all receivables arising from the resale to the amount of the value of the goods subject to reservation of title with all ancillary rights and priority over the rest. The supplier accepts this assignment. The ordering party remains authorised to collect on these claims even after this cession. The right of the supplier to collect his claims himself shall not be affected; however, the supplier shall waive this right as long as the ordering party meets the payments and other obligations as required. The supplier may request that the ordering party make known the ceded claims and debtors, provide the information necessary for collection, hand over related documents and give notice of cession of claims to the debtors. If the value of the existing securities exceeds the claims by more than 20 %, the supplier shall be obliged to release security collateral to this amount at the request of the ordering party. The ordering party shall neither pledge the goods subject to reservation of title nor transfer them as security. The ordering party must take measures to prevent third parties seizing the goods subject to reservation of title, point out that they are owned by the supplier and inform the supplier immediately. Assertion of the reservation of title and the seizure of delivered items by the supplier shall not constitute a withdrawal from the contract.
The supplier reserves the right to make alterations to construction, shape and colour where they are considered necessary. Illustrations and descriptions are non-binding. For products with an advertising label, excess deliveries or short deliveries are usual with a maximum deviation of 10 % from the ordered quantity and must be accepted by the ordering party. Products may also contain small deviations in colour and fluctuations in material thickness and strength of up to 10 % either way.
Complaints relating to the goods or the invoice must be made immediately on receipt and within 8 days for hidden defects in the goods. For justified complaints relating to the goods, the goods must be returned to us. Replacement goods will be sent if they are still in stock. Defects found in part of the order do not entitle the ordering party to reject the entire delivery. In all cases, the supplier reserves the right to deliver replacement goods. Further rights to withdraw from the contract or compensation claims excluded.
Final art work, drafts, slides, plates, embossed stamps etc. are charged separately, even if the delivery order for the promotional articles requiring the documents outlined above has not yet been issued. All documents required to carry out an order shall be stored by us at the risk of the ordering party and returned on request as soon as any costs incurred have been paid by the ordering party. Templates remain our property.
Liability: This applies for compensation claims resulting from delay, inability to carry out the service, culpa in contrahendo and unauthorized actions. The supplier shall accept no liability for consequential damage, loss of earning or other financial losses. The supplier shall only be liable in case of intent, gross negligence or culpable fundamental breach of contract. In case of culpable fundamental breach of contract, the supplier shall only be liable for typical damages for the type of contract which could reasonably have been foreseen. In the case of third party products, liability shall only be accepted for defects and punctual delivery where the suppliers of these products have fulfilled their obligations. The legal liability of the supplier towards the aggrieved party in accordance with the Product Liability Act remains unaffected by the limitations of liability outlined above. In the case of absence of guaranteed properties, the supplier shall only be liable for compensation where a guarantee has been expressly requested by the ordering party and has been issued by the supplier for the express purpose of protecting the ordering party from the damage which has occurred.
Software and documentation: All software and documentation is issued subject to a non-transferable right of use for internal use by the ordering party. All other rights reserved by the supplier. The ordering party must ensure that software and documentation are not made available to third parties without prior written consent from the supplier. Unless otherwise stipulated, the right of use outlined above is regarded as valid with each order confirmation and delivery.
The place of fulfillment for all obligations of both parties arising out of this agreement shall be Darmstadt. The place of jurisdiction is Darmstadt. However, the supplier is entitled to contact the court in the place of residence of the ordering party. The privities of contract are subject to the law of the Federal Republic of Germany. The stipulations in the international sale of goods regulations shall not apply.