Terms and Conditions
Unless otherwise expressly agreed in writing, the following conditions shall apply to all offers and delivery contracts of the Model GmbH, for the entire duration of the commercial relationship:
- All offers are non-binding. The prices exclude value-added lax, unless otherwise stated. We reserve the right to change prices where necessary an the basis of a change to our production costs, even for contracts already concluded.
- Agreed delivery periods are binding on us in conformity with normal commercial practice. Where a delivery period is exceeded, an appropriate additional period shall be granted to us. The delivery period begins on the date that our confirmation of order is sent. The delivery period shall be deemed interrupted for the duration of examination of production samples etc. by the customer, namely from the date of dispatch to the customer until the date of receipt of the customer's comments. Where the customer requests a change to the order subsequent to confirmation of order and where such change will affect the length of the production period, a new delivery period shall commence, namely upon confirmation of the change to the order. We are liable in accordance with statutory provisions insofar as a default in delivery is caused by intentional or grossly negligent contractual violation an our part. Insofar as default in delivery is not caused by intentional contractual violation an our part, our liability for damages shall be limited to foreseeable, typically-occurring damages. We are liable in accordance with statutory provisions, insofar as default in delivery is caused by culpable violation of a fundamental contractual Obligation ; in such cases, however, our liability for damages shall be limited to foreseeable. typical-occurring damages. Furthermore, in the event of default in delivery, we are liable to pay, for each full week of delay, a flat-rate compensatory sum in the amount of 3% of the value of the delivery but no more than 15% of the value of the delivery in total.
- Force majeure events and, in particular, war. ceasefire and peace agreement, strikes and lock-outs, insufficient quantities of coal, water, raw materials and operating fluids, significant traffic and operational disruptions and all occurrences that have similar consequences for operational management, shall release us from our duty to deliver insofar as such events do not lie within the scope of our responsibility. You authorize us. by special declaration. to restrict the Obligation to deliver to individual parts of accepted orders and . thereby, to extend the delivery period for a total order or for parts thereof.
- Where the customer is in default of acceptance or culpably violates other Obligations to cooperate with us, we shall be entitled to demand compensation for damages that we incur, including additional expenses. We reserve the right to make further claims. Insofar as such conditions exist, the risk of accidental loss or deterioration of the object purchased transfers to the customer on the date on which the customer is in default of acceptance or payment.
- Shipment is always carried out at the risk and expense of the recipient. Delivery is effected carriage paid. Unless otherwise specified, the recipient bears the carriage costs to the place of arrival. The shipment raute and method of dispatch shall be determined by us at our sole discretion. Corrugated cardboard rolls shall be shipped loose as is customary in the trade. Boxes etc. shall be bundled or part-wrapped for dispatch. Where goods are delivered on pallets, such pallets remain our property and must be returned, carriage paid, to us by the customer, where the customer does not avail of the opportunity to have the said pallets Taken back by the delivery vehicle. Where the customer fails to return the pallets in spite of a request and an appropriate period to da so, we are entitled to charge the customer for the pallets.
- The customer is obliged to meet his/her/its obligation to inspect and submit complaints in compliance with § 377 German Commercial Code as a pre-requisite for making any claim an the basis of defects. Insofar as the purchased item has a defect, the customer may choose between supplementary performance in the form of remedy of the defect and delivery of a new item without defects. In the event of remedy of the defects, we are obliged to bear all necessary expenses incurred to remedy the defect. in particular, Transportation and shipment costs, labour costs and material costs, insofar as these are not increased by virtue of the purchased item being taken to a place other than the place of performance. Where the defect is not successfully remedied, the customer is entitled to choose either to withdraw from the contract or a discounted price. We are liable in accordance with statutory provisions, insofar as the customer makes a claim for da mag es based on intentional violation or gross negligence an our part. Insofar as we cannot be held responsible for intentional violation, our liability for damages shall be limited to foreseeable, typical-occurring damages. We are liable in accordance with statutory provisions, insofar as we culpably violate a fundamental contractual obligation ; in such cases, however, our liability for damages shall be limited to foreseeable, typical-occurring damages. Liability for culpable injury to life, limb or health remains unaffected; the same shall apply to compulsory liability under the German Product Liability Act. Unless otherwise stipulated in the foregoing, liability is excluded.
- Liability beyond the scope of liability provided under Clause 6 is excluded- regardless of the legal nature of the claim made. This shall apply, in particular, to damages claims for fault at conclusion of contract, for other breach of obligations or for claims in tort for compensation for material damage in accordance with § 823 German Civil Code. Ta the extent that our liability for damages is excluded or restricted, such exclusion or restriction shall also apply with regard to personal liability for damages by our employees, workers, personne I, representatives and agents.
- Normal trade deviations in colour, weight and thickness of paper produced by us are reserved. Packaging measurements shall appear in the sequence: Length (L) x Width (W) x Height (H). Dimensions pertain to the internal measurements of the packaging, unless otherwise stated.
- The customer bears responsibility for ascertaining the right to reproduce all master copies. The customer undertakes to indemnify us against any claims brought by third parties against us for violation of property rights.
- Drawings, designs, proof copies and prototypes shall be charged for, even where the order is not placed. Such items remain our intellectual property and may not be copied or reproduced nor made available to third parties or companies in competition with us. Even where the customer is granted the right to use or the right to sell a design or model, a right of reproduction cannot be inferred, and not by another supplier. All designs and models offered are subject to prior sale unless otherwise stated in the offer. Lithographs, printing plates, printing blocks, master copies, die cuts etcetera shall remain our property, even where their production is separately chargeable. There is no obligation upon us to store such items beyond order processing.
- We reserve the right to charge for changes requested subsequent to commencing preliminary work. We are not liable for printing errors, which the purchaser has overlooked in the proof made available to him/her/it. Any corrections must be noted in clearly legible form. We accept no responsibility for changes provided by telephone.
- In general, the total quantity stipulated will be supplied. However, the customer undertakes to accept a surplus or deficiency of the quantity of up to 20% for purchase quantities up to 300 items, of up to 15% for purchase quantities of 300 to 1000 items and of up to 10% for purchase quantities in excess of 1 000 items.
- The agreed payment terms shall apply. Unless otherwise agreed, the following terms shall apply: Strictly net cash within 30 days of date of invoice. The seller reserves the right to grant an individual cash discouni by means of notification on the invoice documentation. Payment by bill of exchange is only possible with prior agreement; in such cases, an early payment discouni is excluded. The costs of collection are borne by the customer. In the event of default in payment, we shall charge interest at the legal interest rate. For large orders, we require payment in advance or part-payments for work already completed. An early payment discouni for part- or interim payments shall only be granted where payment in cash is provided within the specified period. An interest rate subsidy or discouni for previous payments is excluded. The customer shall only have the right of retention or the right of set-off where his/her/its Counterclaims have been legally established, are undisputed or are acknowledged by us. Furthermore, the customer is only entitled to exercise a right of retention where his/her/its Counterclaim pertains to the same contractual relationship.
- We are entitled, where any threat to our claim for payment transpires subsequent to our acceptance of the order, to request securities or advance payment or to withdraw from the contract. We shall deem assignment or pledge of accounts receivable to constitute such a threat.
- We reserve the right to put our company text and I or company logo, in accordance with customary practice and regulations and subject to the available space, on deliveries of all kinds.
- All delivered goods shall remain our property until complete payment in full to us, to include auxiliary claims, claims for damages and clearance of cheques and bills of exchange. In the case of cheques and bills of exchange- including bills of exchange discounted by the customer- we shall remain the owner of the goods receivables and owner of the goods until clearance of the aforementioned cheques or bills of exchange. Where the goods are processed or manufactured by the customer, reservation of title also extends to the resultant new items pursuant to § 950 German Civil Code. As a precaution, the customer shall hereby assign us ownership of the new items and shall store them for us. In the event of combination or amalgamation with third-party goods, we shall acquire joint ownership in accordance with §§ 947, 948 German Civil Code. The customer is only entitled to resell the goods, regardless of whether such goods are unprocessed, processed or combined, in the ordinary course of business. All receivables resulting from resale by the customer shall be assigned to us until full payment of all of our claims from supply of goods, as a precaution, without the requirement of a separate agreement in individual cases. Other assignment of the claims assigned to us is excluded. The customer is entitled to collect the receivables from the resale in spite of the assignment. Our authority to collect remains unaffected by the right of the customer to collect. However, we will not collect the receivables insofar as the customer meets his/her/its payment obligations towards us in the proper manner and no application for the institution of bankruptcy, composition or insolvency proceedings exists. Nonetheless, where this is the case, we can require the customer to notify us of the assigned receivables and the relevant debtors and to provide us with all necessary information to collect the receivables and with accompanying documentation and to notify the debtors (third parties) of the assignment. Where the realisable value of the securities exceeds the total value of the receivables secured by more than 10%, we undertake to release securities upon request of the customer. Reservation of title shall continue to exist where receivables from resale have been added to a current account and the balance has been settled and acknowledged. In this case, the customer hereby assigns the current account claims. Upon request, the customer undertakes, in all circumstances, to notify us of assignment to third parties and to provide us with all necessary information and documentation for us to assert our rights against the third parties. Third-party access to our goods under reservation of title or to our assigned receivables must be notified to us by the customer immediately and in writing and the customer must defend against the same. Assignment of claims made against us is excluded. In the event of seizure or other action by third parties, the customer must inform us immediately in writing, so that we can bring a complaint under § 771 German Code of Civil Procedure. Where the third party is not able to pay the judicial and extra-judicial costs of our complaint und er§ 771 German Code of Civil Procedure or other costs necessary for prosecution, the customer shall be liable for the resultant lass incurred by us.
- For as long as the goods are subject to our reservation of title, the customer undertakes to insure the said goods against fire and water damage and theft, with the insured sum being adequate to cover the replacement value. Proof of insurance cover must be provided to us upon request.
- The customer's terms and conditions of purchase shall have no validity for us, even where such terms and conditions contain conflicting provisions, unless we expressly consent to their validity in writing. The customer's terms and conditions, which conflict with our terms and conditions, are hereby rejected.
- Verbalagreements shall only be valid where confirmed in writing.
- The place of performance and place of jurisdiction for all claims and legal disputes, including proceedings based on a bill of exchange or legal document, arising under the present contractual relationship, shall be Bad Bentheim, Germany.
- The Contracting Parties agree that all legal relationships arising under the present contractual relationship shall be regulated by German law, excluding UN sales law. German law shall also apply where international shipment is effected.
- Where a provision of the present Contract is or become invalid, the validity of the remaining provisions shall remain unaffected thereby. The Parties undertake to replace invalid or unenforceable provisions with valid provisions.