Terms of Delivery
1. Offer and completion of contract
a) For all deliveries, our Terms of Delivery are exclusively definitive, even if the purchaser explicitly prescribes other terms. By acceptance of the delivered wares, the purchaser declares his consent hereto. Silence on our part in no case signifies recognition or consent.
b) The order will only be deemed as accepted if it is confirmed in writing by the supplier. Up to that point in time, the suppliers offer will be considered to be non-binding. Supplements, alterations or collateral clauses submitted by telex, telegram, telephone, e-mail or orally also require the suppliers written confirmation in order to take effect.
c) Terms of purchase which are proposed before or after the confirmation are not binding for the supplier.
d) Quotations samples, drawings and all other documents are the intellectual property of the supplier. The recipient is not permitted to make these directly or indirectly accessible or known to other companies or persons. Drawings, samples, or other documents which accompany quotations are to be returned immediately if the order is not issued.
2. Scope of duty of delivery
Dimensions, weights, illustrations, drawings and samples are only binding for the execution if this has been explicitly confirmed in writing. Gross weights and container dimensions are estimates only, supplied to the best of our knowledge but without obligation.
a) For domestic deliveries, the prices given are ex factory, excluding packaging.
b) For export deliveries, the prices given are either Delivered At Frontier or FOB North Sea Port or FOB German Airport including packaging.
c) If nothing to the contrary has been explicitly agreed in writing, the quotation prices are only valid if the recipient of the offer and the end purchaser are identical.
4. Terms of payment
a) Prices are quoted in EUR
b) Payments are to be rendered in cash without any deductions, free at the supplier’s payments office and in accordance with the schedule of payments indicated in the supplier’s confirmation of order.
c) Bills of exchange and cheques are accepted only on payment. The costs of discounting and collection are covered by the purchaser.
d) If payments are deferred or rendered at a later time than agreed, then interest at a level of 2 percent, above the discount rate current at the time in the Federal Republic of Germany will be charged in the interim, without this requiring any formal notice.
e) The withholding of payments or offsetting on the basis of possible counter-claims by the purchaser is excluded.
f) In the event of the untimely rendering of a partial payment, the entire remaining balance becomes due and payable.
5. Date of delivery
a) The delivery times quoted are non-binding.
b) The delivery time begins as soon as all details of the implementation have been clarified and both parties are agreed about all conditions of the transaction, and relates to completion at the factory. The maintenance of the delivery time predicates the completion of the contractual obligations of the purchaser, in particular the agreed conditions of payment. Unforeseen circumstances which lie outside the control of the supplier, eg. Breakdowns, material defects, -at our own factory or that of our secondary suppliers-, will extend the delivery schedule appropriately, even if they occur during the course of a delivery delay. The same applies if official or other required purchasers details required for the execution of the delivery are not received in time, as well as in the event of the later alterations to the order.
c) Partial deliveries are permitted.
d) If the purchaser suffers damages which have arisen on account of the fault of the supplier, he is entitled to claim compensation for delay. For each compete week of delay, this amounts to one half of one percent, but in total no more than 5 percent, of that portion of the total delivery which cannot be used in time as a result of the delay. Other claims for compensation are excluded.
6. Transfer of risks
a) The risk is transferred to the purchaser at the time of dispatch ex factory, even if the supplier carries the cost of freight. If the despatch is delayed because of the purchaser, then the risk is transferred to the purchaser on the day on which the delivery is ready for despatch.
b) Insurances against damage in transit will only be implemented on order on order by, and at the cost of, the purchaser.
7. Liability for the shortages or defect in delivery
The supplier is liable for shortages or defects in the delivery, with the exclusion of further liability as follows:
a) The supplier is only liable if the shortage or defect is identified within 6 months of the date of delivery. Shortages must be notified immediately to the supplier in writing, defective parts must be returned to him on demand. The supplier may, at his discretion, deliver a replacement or repair free of charge. The supplier is liable for defects in material only insofar as he should have recognised the defect in the application of due professional diligence.
b) No liability is accepted for damages which are the result of normal wear and tear.
c) For the execution of all modifications which are deemed by the supplier to be necessary, as well as for the delivery of replacements, the purchaser must freely grant the supplier the required time and opportunity, and must on request make available to him any necessary assistance. The costs for freights in both directions are covered by the purchaser.
d) If the complaint is confirmed as being justified, the costs arising are covered by the supplier, otherwise they are covered by the purchaser.
e) The supplier is not obligated to rectify defects as long as the purchaser does not fulfil his obligations of payment.
f) The supplier is further not obligated if the rectification or performance of replacement is made more difficult by unauthorised attempts at rectification on the part of the purchaser.
g) The absence of assured performance characteristics is also to be regarded as a defect in the sense of the conditions of delivery.
h) The supplier offers a guarantee for bought-in components only insofar as their manufacturer supplies a guarantee for these to the supplier.
i) The supplier is not liable for defects of title. The purchaser is however entitled to rescind the contract if the supplier does not remedy an existing defect of title within an appropriate extension period nominated by the purchaser. Any further claims on account of defects of title, no matter of what nature, are excluded.
j) Further claims by the purchaser, in particular a claim to compensation for damages which have not arisen from the object of delivery itself, do not exist.
8. Purchasers right of rescission
The purchaser has the right of rescission if the supplier has allowed an extension period, granted to him for the purpose of remedying a defect for which he is responsible, to expire without result, or if the delivery or a suitable replacement delivery is not possible, or is the remedying of defect which has been proven to the supplier is refused by the supplier, all other claims of the purchaser are excluded, in particular all claims to compensation for damages.
9. Suppliers right of rescission
If the supplier, after conclusion of the contract, becomes aware of the fact that the purchaser is in an unfavourable asset situation, then the supplier can demand security for the performance of the service in return, or can rescind the contract and claim for the expenditures incurred by him.
10. Place of performance, court of jurisdiction
a) The supplier’s factory is the place of performance for delivery and payment.
b) For all disputes arising from the contractual relationship, including in the event of exchange disputes, the disputes is to be submitted to the Court with jurisdiction over the region of the head office supplier. The supplier is also entitled to submit a plaint at the location of the head office of the purchaser.
c) The delivery contracts are subject to German law.
11. Reservation of title
a) The supplier reserves the right to title of the object of delivery up to the time of receipt of all payments arising from the contract of delivery.
b) The supplier is entitled to insure the object of delivery against fire, water and other damage at the costs of the purchaser insofar as the purchaser has not demonstrably initiated such insurance.
c) Mortgaging or transfer for purposes of security s not permitted. In the event of a mortgage through third parties, the supplier is not be notified of this occurrence immediately.
d) The corning into effect of the reservation of title as well as the mortgaging of the object of delivery by the supplier are not cause for the rescission of the contract insofar as the law relating to transactions with payment in instalments, dated 16 May 1894, does not apply.
e) If the object of delivery is sold by the purchaser to a third party, then the purchaser immediately cedes to us his claim arising from the contract of sale, up to the time of receipt of all payments on the part of the purchaser arising from the first contract. The purchaser may – so long as the reservation of title is maintained – neither mortgage the object of delivery or transfer it for purpose of security. In the event of garnishment or confiscation, the purchaser must immediately notify us.
f) If it is up to the supplier to reach further agreements about the reservation of title with the purchaser in the individual cases.
12. Obligation of the contract
This contract remains obligatory even if individual portions of its conditions become ineffective.
13. Special conditions in relation to intellectual property
a) If the purchaser submits a design which is to be the basis of the work then the purchaser himself carries the responsibility for ensuring that the sample of this design does not enjoy any professional legal protection. The supplier does not accept the responsibility for checking whether the sample is under protection.
b) Designs submitted to the supplier’s property through the execution thereof and the modification to existing designs. Claims by the supplier for exclusive usage by him are excluded.
c) If exclusive usage is agreed in special cases, then the supplier, in the event of claims to compensation for damages, is liable only to the extent of the amount paid for the exclusivity.
14. Special conditions for gravure cylinders
See Attachment Technical Conditions for the Delivery of Gravure Cylinders.