General Terms and conditions of business
I. Scope of Application
Orders shall be completed according to the General Terms and Conditions below. Agreements to the contrary must be made in writing.
- The prices quoted by the Supplier shall apply provided the order specifications underlying the Supplier’s offer remain unchanged. The prices quoted by the Supplier do not include value-added tax. The prices quoted by the Supplier are “ex works”. They do not include packing, freight, postage, insurance or any other shipping charges.
- Subsequent modifications requested by the Customer including the machine standstill resulting from these will be charged to the Customer. Repeated press proofs requested by the Customer whenever there are minor differences from the original are considered as subsequent modifications.
- Sketches, drafts, test typesetting, proofs, specimens and similar pre-printing work requested by the Customer will also be charged to the Customer.
- We reserve the right to introduce the design modifications we deem justified. Minor deviations in quality, colour, design or equipment and processing – especially those customary in trade – shall not affect the contractually agreed characteristics of the goods.
- Final art work and proof sheets will only be submitted if explicitly requested. The Customer has to proof-read them before declaring them “ready for press and approved” if he deems them correct. We are not liable for any errors overseen by the Customer. Should proof setting be necessary as a result of unexpected changes subsequently introduced into the typescript, there will be an extra charge to be paid by the Customer (author's correction). Typos caused by us will be corrected by us at no cost. Once the permission to print is granted, we shall not be liable for any printers’ errors overlooked by the Customer. Changes communicated over the telephone must be confirmed in writing.
- Payment (net price plus VAT) is due within 30 calendar days from the date of invoice without deduction. For payments made within 14 calendar days from the date of invoice, the Supplier shall grant a 2 % discount on the invoice amount provided it is shown separately on the invoice, without charges for freight, postage, insurance or any other shipping charges. The invoice will be issued on the day of delivery, part delivery or readiness for dispatch (to be collected at the debtor’s address, default in acceptance). Bills of exchange shall only be accepted upon separate arrangements and pending full discharge of the debt while collection and discount charges will be charged to the Customer and are payable immediately. In case of non-payment, the Supplier shall not be responsible for the timely presentation, protest, notification and recirculation of the bill unless wilful conduct or gross negligence is imputable to him or his assistants.
- Advance payment may be claimed whenever unusually large amounts of paper, cardboard, special material or advance performance are supplied.
- The Customer can only set-off against a claim which is undisputed or legally binding. A customer who possesses full commercial capacity according to the Civil Code (commercial code) is not entitled to set-off or to exercise a right of retention. However, the rights pursuant to § 320 BGB (Civil code) remain unaffected as long and insofar as the Supplier has not fulfilled his obligations according to Section VI.
IV. Delayed payment
- If the payment of a claim is likely to fail owing to financial difficulties at the Customer’s that occurred or became known after the conclusion of the Contract, the Supplier may demand advance payment for deliveries not yet made and immediate payment of all claims – outstanding and not yet due -, withhold current and further deliveries and stop work on current orders. The Supplier is also entitled to do so if the Customer does not effect payment despite receiving his reminder for default in payment.
- In the event of delayed payment, default interest shall be due at a rate of 4% above the current bank rate of the Federal Bank of Germany without prejudice to the right of claiming for further damages caused by default.
V. Delivery terms
- The Supplier dispatches the goods to the Customer with due care and shall only is liable in cases wilful conduct or gross negligence. The goods are insured according to the respective forwarding terms of the freight carrier.
- Delivery dates are only valid if expressly confirmed by the Supplier. If the Contract is in writing, the delivery date shall be confirmed in writing, too. We endeavour to meet the times and deadlines set in the acknowledgment of order.
- If the Supplier is in delay with the performance of his duties, an appropriate extension of the original term is to be granted to him in the first place. Following the expiry of the period of extension granted to no avail, the Customer is entitled to withdraw from the Contract. Article 361 of BGB (civil code) remains hereby unaffected. Compensation for damages caused by default can only be claimed up to the contract (in-house effort not including advance performance and material).
- Disruption of operations - whether at the Supplier’s facilities or at one of his sub-contractors - especially caused by strike, lock-out, war, unrest or any other kind of force majeure do not entitle to a termination of the contractual relationship. The rules applicable to the frustration of contract remain unaffected.
- The Supplier hereby reserves the title to the goods delivered until final settlement of all the claims he has held against the Customer until the date of invoice. The Customer may only resell the goods in the regular course of business. The Customer hereby assigns his claims from the resale to the Supplier. The Supplier herewith accepts the assignment of the claim(s).
- According to § 369 of the Commercial Code, the Supplier is entitled to retain printing plates, typescripts, raw materials and any other items supplied by the Customer until final settlement of all claims arising from the business relationship that are due for payment.
- We shall not assume any liability for or give a guarantee of the suitability of our products for the use intended by the Purchaser unless we have expressly confirmed it. The Customer undertakes to verify personally how suitable the material is for the intended use.
- The Customer must inspect the goods immediately upon arrival and report any defect in detail. Notification of defects must be made in writing and received by the manufacturer no later than 8 days after arrival of the goods. The goods queried are to be returned without delay to allow verification of how justified the notice of defects is. If the complaint is justified, we undertake – at our discretion - either to rectify the rejected goods or send faultless replacements within 4 weeks from receipt of the faulty goods. Should we not meet this deadline or fail to rectify, the Purchaser/ Orderer may - at his own discretion - either withdraw from the Contract or demand a reduction in the purchasing price, provided he has set a 2 weeks’ extension period in writing. We can only credit the portion of the goods returned to us that is faulty.
- The Customer may only claim compensation for damages if we have been - deliberately or as a result of gross negligence – derelict in our duties and only in respect of the cost of remedying the defects. The Customer is not entitled to make further-going claims, in particular with a view of obtaining compensation for any indirect or direct damages - especially those caused by protraction, and consequential damages.
- Deficiencies in a portion of the goods delivered do not entitle to reject the whole consignment unless a part delivery is of no use to the Customer.
- Claims for minor deviations from the original found in colour reproductions with every print method are excluded. The same applies whilst comparing press proofing to production run.
- The Supplier shall be liable for deviations in the nature of the material used only up to the amount of his own claims against the relevant sub-supplier. In such cases, the Supplier is exempt from liability if he assigns his claims against the sub-supplier to the Customer. The Supplier is liable as a guarantor unless claims have arisen against the sub-contractors through the Supplier’s own fault or if such claims are not enforceable.
- Claims for excess or short deliveries of up to 10 % of the number of copies ordered are excluded. The amount charged is based on the quantity supplied. With consignments of custom-made material weighing less than 1000 kg, this percentage goes up to 20 %, and 15 % for shipments under 2000 kg.
- The customer is responsible for the process of applying the labels as well as monitoring the performance of the labels up to 48 hours after application (after 48 hours the adhesive has gained its maximum adhesive force, which means that no further changes are expected). In case of noticeable problems concerning the functionality and accordingly the adhesion on the container, please contact Faubel immediately in order to analyze the problem and to find a suitable solution. Furthermore the customer is responsible for goods that have already been circulated, which show the aforementioned noticeable problems.
VII. Storage, insurance
- Copies, raw materials, plate cylinders and other reusable items as well as semi-finished or finished products shall only be kept beyond the time of delivery upon prior agreement and against special payment. The Supplier shall only assume liability in cases of wilful conduct or gross negligence.
- The above-mentioned items – as far as they are made available by the Customer - shall be handled with care. The Supplier is only liable for damages in cases of wilful conduct or gross negligence.
- Should the above-mentioned items be insured, adequate coverage is to be arranged by the Customer himself.
VIII. Periodic work
Contracts for work to be performed periodically can only be terminated within a minimum period of three months to the end of a month.
IX. Ownership, copyright
- Faubel & Co. retains the copyright and the right to reproduce your drafts, sketches, final art work, originals, samples, templates, films, plate cylinders etc, if nothing to the contrary has been expressly agreed in writing. The Customer may not reproduce drafts by Faubel & Co. without the prior consent of Faubel & Co.
- Print tools and printer’s documents prepared by us such as drafts, final art work, floppy discs, CDs, tapes, films, blocks, printing plates, punches and stamps still remain our property even if they have charged to the Customer for the job concerned. They will be kept for a period of three years from the date of the last delivery before being destroyed without particular prior notice. Upon explicit request by the Customer, the copies/originals he made available will be stored in our facilities at no cost for a maximum period of 3 years - all types of liability being excluded - until the Customer claims them back.
- The Customer shall be solely liable if rights - in particular copyrights of third parties - have been infringed by the execution of his order. The Customer shall indemnify and hold harmless the Supplier from and against all and any claims raised by third parties in respect of such infringements.
- Subsidiary agreements made verbally shall only become valid once we have confirmed them in writing. This also applies to any alterations to the present provisions.
- According to the Federal Data Protection Act in its currently applicable version, we are authorised to process personal data.
Without asking the Customer for permission, the Supplier is allowed to refer to his business on the contract goods in an appropriate manner. The Customer can only object to it if he claims an overriding interest in doing so.
XI. Place of performance, jurisdiction, validity
- The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship, including bill enforcement proceedings and trials by the record, is Melsungen.
- The invalidity of one or several provisions shall not affect the validity of the remainder of these terms.
Faubel & Co. Nachf. GmbH, Schwarzenberger Weg 45, D-34212 Melsungen