General termsn and conditions of S+L Selbstklebeprodukte GmbH (S+L)

We confirm your order under the exclusive validity of our General Terms and Conditions.

§ 1 Validity

  1. The following terms and conditions apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law as defined in Section 310 (1) of the German Civil Code (BGB). We shall recognise conflicting or deviating terms and conditions of the customer only if we expressly agree to their validity in writing.
  2. These terms and conditions shall also apply to all future transactions with the customer and even if we deliver the goods in full knowledge of deviating or conflicting terms and conditions.

§ 2 Offer, acceptance

  1. All our offers and list prices are subject to change. Orders and agreements with representatives in the field always require the written confirmation of S+L.
  2. If the order constitutes an offer within the meaning of § 145 BGB, we shall be entitled to accept it within a period of two weeks.

§ 3 Prices, payment

  1. Our prices are quoted ex S+L’s registered office free truck or wagon loaded (EXW), plus the respective statutory value-added tax and excluding packaging costs, unless expressly agreed otherwise.
  2. Changes requested by the customer after printing has been approved will be charged separately according to any expenses incurred thereby, including any production downtime.
  3. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes for deliveries to be made more than 4 months after conclusion of the contract due to changed wage, material and distribution costs.
  4. Invoices are due for payment net within 14 days of invoicing. After the due date, default interest of 9% will be charged in accordance with § 288 para. 2 BGB (German Civil Code). We reserve the right to assert claims for greater damage caused by default.
  5. If the customer defaults on a payment, all claims arising from the business relationship shall become due immediately. S+L shall then also be entitled to withdraw from contracts not yet fulfilled on its part..

§ 4 Set-off, retention

The customer shall be entitled to set-off only if his counterclaims are undisputed or have been legally established. He can assert rights of retention only with counterclaims from the same contractual relationship.

§ 5 Delivery

  1. Delivery assumes the timely and proper fulfilment of the customer’s obligations. The plea of non-performance of the contract remains
    unaffected. All delivery times are non-binding. No fixed transactions will be made.
  2. If the customer is in default of acceptance or culpably violates
    any other duties to cooperate, we may demand compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time of default of acceptance or any other breach of the duty to cooperate.

§ 6 Rights of withdrawal

  1. Cases of force majeure, strikes, lack of raw materials and other disruptions in performance for which S+L is not responsible shall entitle us to withdraw from the contract in whole or in part.
  2. S+L may also withdraw from the contract by written declaration if the customer has provided incorrect or incomplete information about the facts determining his creditworthiness.

§ 6 Transfer of risk, dispatch

  1. If the goods are dispatched at the customer’s request, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the time of dispatch.
  2. The customer is obliged to accept the goods within 3 working days after written notification of completion (provision) at the latest.
  3. If shipment becomes impossible for reasons for which we are not responsible, the provision of the goods shall be deemed performance of the contract.

§ 7 Retention of title

  1. The goods shall remain our property until all payments have been received in full. In the event of breaches of contract by the customer, including default in payment, we shall be entitled to take back the goods.
  2. The customer shall treat the goods with care, insure them appropriately and, if necessary, maintain them.
  3. If our invoice has not been paid in full, the customer must inform us immediately in writing if the goods are encumbered with the rights of third parties or are exposed to other interventions by third parties.
  4. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to us all claims arising from such resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our authority to collect the claim ourselves, the customer remains authorised to collect the claim even after the assignment. In this connection, we undertake not to collect the claim as long as and to the extent that the customer meets his payment obligations, no application for the opening of insolvency proceedings has been filed, and no suspension of payments exists.
  5. Insofar as the aforementioned securities exceed the claims to be secured by more than 20%, we shall release the securities at our discretion at the request of the customer.

§ 8 Warranty

  1. A prerequisite for any warranty rights of the customer is that he has properly fulfilled his obligations to examine the goods and to give notice of defects in accordance with § 377 HGB (German Commercial Code).
  2. Customary and technically unavoidable tolerances in colour, quality, material, weight and other designs are not grounds for complaints by the customer. Colour deviations between originals, reproductions, colour tone cards in RAL and HKS, etc., do not entitle to a notice of defects because of the different printing colours and materials. This also applies to any such deviations in press proofs and production runs.
  3. Warranty claims expire 12 months after delivery of the goods to the customer. They do not apply if the customer has already further processed the goods. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence, as well as in cases of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user.
  4. If, despite all the care taken, the delivered goods exhibit a defect which existed at the time of the transfer of risk, we shall, at our discretion and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.
  5. If the supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
  6. Warranty claims shall not exist in the event of insignificant deviations from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear, as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment, or as a result of special external influences not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims based on defects shall exist for these nor for any consequences that may arise from these. If our products are further processed, we can no longer assume any warranty.
  7. Claims by the customer for expenses necessary for the purpose of subsequent performance (e.g., transport, travel, labour, material costs) shall be excluded insofar as the expenses increase because the goods delivered by us were subsequently taken to a location other than the customer’s branch office, unless the transfer corresponds to their intended use.
  8. The customer’s right of recourse against us shall exist only to the extent that the customer has not entered into any agreements with his buyer that go beyond the legally mandatory claims based on defects. Furthermore, paragraph 7 shall apply mutatis mutandis to the scope.

§ 9 Correction deductions

  1. Correction proofs and press proofs must be checked by the customer for typesetting and other errors and returned to us declared ready for printing. S+L shall not be liable for errors overlooked by the customer. Texts or changes transmitted by telephone must be confirmed in writing by the customer.
  2. S+L is not obliged to provide the customer with a proof for printing orders and supplied artwork. If the transmission of a proof is not requested, the liability for typesetting errors is limited to intent and gross negligence. We assume no liability for the design of the print templates.

§ 10 Liability

  1. In the event of intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions. The same shall apply in the event of culpable breach of material contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
  2. Liability for culpable injury to life, limb or health and liability under the Product Liability Act shall remain unaffected.
  3. Unless otherwise expressly regulated above, our liability is excluded.

§ 11 Copyrights, indemenity from liability

  1. We reserve all property rights and copyrights to all documents, drawings and drafts, etc., handed over to the customer in connection with the placing of the order. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. If we do not accept the customer’s offer within the period of § 2, these documents must be returned to us immediately.
  2. If the customer transmits his own motifs, designs, texts or otherwise influences the product, he assures that these designs are free of third-party rights. Any copyright, personality or naming rights infringements shall be borne in full by the customer.
  3. The customer shall indemnify S+L against all claims of third parties due to the infringement of such rights, insofar as he is responsible for the breach of duty, and shall reimburse S+L for the defence costs and any other damage incurred.

§ 12 Applicable law, place of jurisdiction

  1. This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be our registered office in Gotha, unless otherwise stated in the order confirmation.
  3. All agreements made between the parties for the execution of this contract are laid down in writing in this contract.

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Status: 05/2018