General terms and conditions

I. General

1. all legal relationships with Fa. Beltz Grafische Betriebe GmbH – hereinafter referred to as the Contractor – is subject to these General Terms and Conditions of Contract.

2. the Contractor expressly does not accept any General Terms and Conditions of Business that conflict with or contradict the Contractor’s General Terms and Conditions of Contract or restrict or invalidate their validity. The client acknowledges the exclusive validity of these.

General Terms and Conditions of Contract
3. In case of doubt, the Contractor’s General Terms and Conditions of Contract shall be deemed to have been agreed upon acceptance of the contractual delivery or service by the Contractor.

4. verbal promises, ancillary agreements or the like require express confirmation by the Contractor in order to be valid.

II Conclusion of the contract, amendments, additional services

1. the prices stated in the Contractor’s offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged. The contractor’s prices do not include VAT. The Contractor’s prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.

2. the contract between the Contractor and the Client shall be concluded subject to the General Terms and Conditions of Contract
of the contractor is concluded by

a) unconditional acceptance of the Contractor’s offer by the Client,
b) in the case of an order by the Client (Client offer) by declaration of acceptance by the Contractor or
c) by making the delivery offered or ordered
or service by the Contractor and their unconditional acceptance by the Client, if the Contractor in the cases of para. II para. 2a) and b) confirms acceptance of the order within 10 working days.

3. subsequent changes at the instigation of the client, including the resulting machine downtime, will be charged to the client. Subsequent changes shall also include repetitions of test proofs requested by the client due to minor deviations from the original.

4. sketches, drafts, test typesetting, test prints, samples and similar preliminary work initiated by the client shall be invoiced.

III Delivery – performance – transfer of risk

1. the client must check that the delivered goods and the preliminary and intermediate products sent for correction comply with the contract in every case. The risk of any errors shall be transferred to the client with the declaration of readiness for printing, insofar as these are not errors that have arisen or could only be detected in the production process following the declaration of readiness for printing. The same applies to all other declarations of release by the client for further production.

2. deliveries and services of the Contractor shall be carefully inspected by the Client upon delivery and prior to acceptance/acknowledgement. Any defects, shortages or similar must be reported immediately and noted in detail on the receipt (receipt, delivery bill, etc.) and confirmed by the deliverer. In the event of a complaint, the Client must continue to take all necessary measures, including the recording of the facts, in good time and in due form and inform the Contractor immediately.

3. deviations from what is contractually owed in terms of type, quality, freedom from defects in technical or physical properties, number of items, quantity, appearance, etc., as well as deviations from invoices or order confirmations and any notices of defects must be reported by the Contractor in the event of complaints which are not substantiated by the dutiful inspection in accordance with the provisions of the contract. Item no. III.1 cannot be determined upon acceptance must be reported within 3 days of receipt of the delivery or service. Complaints that cannot be determined immediately despite a dutiful inspection must be reported to the Contractor immediately after discovery – but within 3 days at the latest – in accordance with Clause. III.1 must be documented immediately after detection. If such notification is not made in due time, the delivery or service shall be deemed to be in accordance with the contract as it has taken place.

4. defects in part of the delivered goods shall not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer. In the case of color reproductions in all printing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between printouts and print runs. The Contractor shall only be liable for deviations in the quality of the material used up to the amount of its own claims against the respective supplier. In such a case, the Contractor shall be released from its liability if it assigns its claims against the subcontractors to the Client. The Contractor shall be liable as a guarantor if claims against the supplier do not exist due to the Contractor’s fault or if such claims cannot be enforced. Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to. The quantity delivered is invoiced. For deliveries from special paper products weighing less than 1000 kg, the percentage increases to 20%, and to 15% for deliveries weighing less than 2000 kg.

5. partial deliveries and partial services are permissible; an objection by the client to a partial delivery or partial service is irrelevant if he does not prove that the partial delivery is of no interest to him.

6. deliveries and services shall be provided at the place of performance unless expressly agreed otherwise.

7. the risk of accidental loss, deterioration or damage to the delivery or service shall pass to the client upon handover of the delivery or service to the client, in the case of sale by dispatch upon handover to the transport company.

8. the selection of the transport company and the type and manner of packaging and shipment shall be at the discretion of the Contractor; the Contractor shall make the selection at its own discretion. The Contractor shall only be liable for the selection of the transport company and for the type and manner of packaging and shipment in the event of intent and gross negligence.

IV. Delivery period

1. the Contractor shall always endeavor to deliver or provide the contractual service as quickly as possible.

2. delivery deadlines are only binding if they have been expressly agreed as such. The delivery deadline shall be deemed to have been met if the Contractor hands over the delivery or service to the Client or the transport company (Section III.8) within the deadline.

3. if the Contractor is only able to provide a partial service or partial delivery, an agreed delivery time shall be deemed to have been met if the partial service or partial delivery is handed over to the transport company within the deadline (Clause III.8) and the remaining delivery or remaining service follows immediately thereafter. In the event of delays in delivery, the Contractor’s liability shall be limited to intent and gross negligence and to the maximum amount that the Client would have to pay to the Contractor for the delayed delivery or service.

V. Packaging – freight costs – insurance

1. packaging of the delivery or service shall be carried out according to the requirements at the discretion of the contractor. Packaging and all shipping costs are not included in the price.

2. the contractor is not obliged to take out insurance for the shipment of the delivery or service. If it is agreed that the delivery or service is to be insured, the client shall bear the costs for this.

3. the Contractor shall not be entitled to take back the packaging supplied; the Contractor shall not be entitled to take back any contrary packaging. The Client hereby expressly indemnifies the Contractor against any claims arising from the statutory provisions. As far as the packaging or the delivery or service itself in accordance with statutory regulations, the the client assumes this obligation in relation to the contractor relationship with the Contractor and expressly releases the Contractor from from all obligations in this respect.

VI Prices – Payment

1. all claims and receivables of the contractor are due for immediate payment. The Contractor shall issue an invoice on the date of delivery, partial delivery or readiness for delivery (debt to be discharged at the place of performance, default of acceptance). The client shall be in default of payment if he fails to make payment within 30 days of receipt of the invoice or equivalent payment schedule. A separate reminder is not required for this.

2. if the client is in arrears with payment, he shall be liable in accordance with § 288 para. 2 BGB, the default interest rate is 9 percentage points above the prime rate; if a consumer is involved in the legal transaction, the default interest rate is 5 percentage points above the prime rate.

3. advance payment may be required for the provision of exceptionally large quantities of paper and cardboard, special materials or advance services.

4. if, in the case of orders with a planned delivery period of 4 months or more or in the case of successive delivery agreements, significant increases in procurement costs occur on the part of the contractor (also due to exchange rate changes) after order confirmation and before delivery, or if prices are significantly increased by upstream suppliers, the contractor shall be entitled to adjust prices accordingly. Increases of 5% or more in relation to the net price are considered significant.

5. checks are only accepted on account of payment if this has been expressly agreed. All costs arising from the exceptional acceptance of checks shall be borne by the client.

6. the contractor is entitled to check the client’s creditworthiness using the generally accepted means; if doubts arise as to the client’s creditworthiness or if there is any other significant deterioration in the client’s financial circumstances, the contractor is entitled to revoke any payment terms granted and to make further deliveries only against advance payment or cash on delivery. Payment terms granted shall lapse and all claims of the Contractor shall become due immediately if checks or direct debits are not honored due to insufficient funds or are returned as a result of an objection by the Client. The same shall apply if an application is made to open insolvency proceedings against the Client’s assets; in such cases, the Contractor shall also be entitled to take back goods already delivered as security; this shall not constitute a withdrawal from the contract.

VII Offsetting – Right of retention

Offsetting and the exercise of the right of retention against claims of the Contractor are only permitted with counterclaims that have been legally established or recognized by the Contractor.

VIII. Warranty – Liability

1. the Contractor shall initially provide a warranty for defects in the goods at his discretion by repairing or replacing the goods.

2. if the Contractor seriously and finally refuses performance, refuses to remedy the defect and subsequent performance due to disproportionate costs, the subsequent performance fails or is unreasonable for the Client, the Client may, at its discretion, only demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) and damages within the scope of the limitation of liability in Section VIII. 3. However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the client shall not be entitled to withdraw from the contract. If the Contractor is not responsible for the breach of duty resulting from a defect, the Client shall not be entitled to withdraw from the contract.

3. limitations of liability
In the event of slightly negligent breaches of duty, the Contractor’s liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of work. This also applies to slightly negligent breaches of duty by the legal representatives of the client or its vicarious agents. The Contractor shall not be liable to entrepreneurs in the event of a slightly negligent breach of insignificant contractual obligations. The above limitations of liability do not affect the client’s claims arising from product liability. Furthermore, the limitations of liability shall not apply in the event of physical injury or damage to health attributable to the Contractor or in the event of loss of life of the Client attributable to the Contractor.

4. claims of the client for rectification of defects as well as claims for withdrawal, reduction or damages due to a defect shall expire one year after the start of the warranty period, provided that the contractor has not fraudulently concealed the defect.

IX. Retention of title

1. goods delivered shall remain the property of the Contractor until full settlement of all claims of the Contractor – plus interest and legal costs – against the client, property of the contractor.

2. the Client is obliged to store deliveries or services subject to the Contractor’s retention of title separately from other goods in such a way that they can be identified as having been delivered by the Contractor at any time.

3. the client is obliged to insure the contractor’s goods subject to retention of title adequately against fire, theft, vandalism and similar risks at its own expense. Claims against insurance companies arising from such claims are hereby assigned to the Contractor; the Contractor hereby accepts this assignment.

4. the Client is entitled to resell or process deliveries and services of the Contractor within the framework of proper commercial business transactions, provided that the Client is not in default with the fulfillment of claims against the Contractor. In the event of resale, the Client undertakes to agree an extended retention of title with its contractual partner, which covers all claims of the Contractor against the Client. The Contractor and the Client agree that in the event of further processing of the delivered items, co-ownership of the new item created through further processing shall arise; the fraction of the Contractor’s co-ownership shall result from the ratio of the price invoiced to the Client by the Contractor for the further processed delivery to the value of the newly produced item.

5. the claims of the Client against its contractual partners arising from the further processing or resale are hereby assigned to the Contractor up to the amount of all outstanding claims of the Contractor. At the request of the Contractor, the Client is obliged to provide a list of the claims assigned thereafter within 8 days of the Contractor’s request.

6. the Client shall collect claims assigned to the Contractor on a fiduciary basis for the Contractor and shall use the proceeds to satisfy the Contractor’s claims.

7. to the extent that the Contractor’s total receivables are secured beyond doubt by such assignments to more than 110%, the portion of the outstanding receivables exceeding 110% shall be released at the Client’s request at the Contractor’s discretion.

8. if deliveries or services of the Contractor which are subject to retention of title are seized by a third party, if the Client makes an affidavit or if insolvency proceedings are applied for, the Client is obliged to inform the Contractor immediately and to do everything possible to enable the Contractor to realize its rights and claims, in particular the retention of title.

X. Compensation for damages

If the Client is in default with the fulfillment of the contract concluded with the Contractor or refuses to fulfill it, the Contractor is entitled, after unsuccessfully setting a deadline of 14 days with the request to fulfill the contract, to claim 15% of the net contract price as lump-sum compensation from the Client.

XI. Safekeeping, insurance

1. templates, raw materials, printing media and other objects for reuse as well as semi-finished and finished products shall only be stored beyond the delivery date by prior agreement and against special remuneration. The Contractor shall only be liable for intent and gross negligence.

2. the above-mentioned items, insofar as they are provided by the client, shall be treated with care until the delivery date. The Contractor shall only be liable for complaints in the event of intent or gross negligence.

3. if the above-mentioned items are to be insured, the client must arrange the insurance himself.

XII Periodic work

Contracts for regularly recurring work can only be terminated with a notice period of 3 months.

XIII Copyright – Product liability

1. the client shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The Client shall indemnify the Contractor against all third-party claims arising from such an infringement.

2. the data, films or other templates provided by the client are binding and will not be checked by us in terms of content or design. Liability for defects is therefore excluded.

XIV Imprint

The Contractor may refer to its company in an appropriate manner on the contractual products with the consent of the Client. The client may only refuse consent if it has an overriding interest in doing so.

XV Product liability

In relation to third parties, in particular end users, the client is the manufacturer with exclusive product responsibility. Insofar as the Contractor may be liable for deliveries or services rendered in accordance with statutory provisions, the Client hereby indemnifies the Contractor in full against all obligations in this respect.

XVI Place of jurisdiction – Place of performance

If the parties are registered traders, the place of performance and jurisdiction shall be Bad Langensalza. The place of jurisdiction shall also apply for and against business partners of the Contractor who do not have a general place of jurisdiction in the Federal Republic of Germany.

XVII Applicable law

1 All legal relationships between the Client and the Contractor shall be governed exclusively by German law, irrespective of the registered office and/or nationality of the Contractor.

2. the German language is the language of contract and negotiation.

3. the Contractor’s General Terms and Conditions of Contract shall apply in the first instance and then, in addition, the statutory provisions of the German Commercial Code and the German Civil Code.

XVIII. Data protection

The proper processing of business transactions with the client requires the electronic storage of personal or company-related data. In this respect, the Contractor shall proceed in accordance with the relevant statutory provisions.

XIX Partial ineffectiveness

1. should agreements with the Client, in particular parts of the Contractor’s General Terms and Conditions of Contract, be or become invalid, this shall not affect the validity of the contract as a whole.

2. in place of any invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic sense and purpose of the invalid clause.

Beltz Grafische Betriebe GmbH