General Terms and conditions

Validity

The following General Terms and Conditions are part and portion of any contracts entered into by SeitzDruck GmbH, particularly if and when the customer applies their own general terms and conditions (GT&C) and these include passages deviating from the conditions set forth herein; these shall be acceptable only if and when SeitzDruck have explicitly accepted and confirmed any such deviations in writing. SeitzDruck shall be entitled to amend these General Terms and Conditions with due notice. After the customer has received any such amendment the customer shall be entitled to an extraordinary right for termination. The amendments shall be multilaterally deemed as accepted and approved if the customer has not made their objections known to the respective other party in writing within 14 days of the notice of amendment.

Contract completion

1. The contract regarding the usage of our service becomes effective upon submission of a signed copy by fax or written mail or by binding oral agreement. The acceptance and approval of the contract is confirmed by SeitzDruck GmbH orally or in writing.

2. SeitzDruck GmbH shall be entitled to refuse the acceptance of any contract without suppling reasons or to make the acceptance subject to the presentation of written powers of attorney or proven securities. Inasmuch SeitzDruck GmbH uses third party securities for the completion of contractual duties any such action shall not make these third parties a party of the respective contract.

Prices

1. The prices stated in the tender to the customer shall binding and subject to the reservation that the contractual conditions submitted by the customer remain unaltered and unchanged, and no longer than four months after submission and receipt of the tender by the customer. For contracts including delivery to a third party the original customer shall be the liable customer to the respective contract. Prices quoted to the customer do not include value added (sales) tax and are calculated ex works, and they do not include packaging, shipping, postage, insurance and other P&P costs.

2. Later changes initiated by the customer including any machinery outages or breaks are payable by the customer; these shall include but are not limited to repeat trail prints required by the customer even for minor changes in the original design.

3. Sketches, designs, test runs, trial prints, correction copies, changes in delivered / submitted data and similar ancillary work initiated by the customer will be payable by the customer.

Payment

1. Payment is due immediately after receipt of the invoice, net and without deductions. Any discounts granted shall not apply to freight, shipping, postage, insurance or other P&P costs. Invoices are issued on the day of delivery, partial delivery or readiness for collection. Letters of credit are acceptable only after prior creditor consent and as payment without any discounts granted. These are payable by the customer immediately. The company shall not be liable for the presentation, protest, and notification or return of the letters of credit unless the company or their agent is guilty of gross negligence in doing so.

2. For extraordinary services an advance payment as a deposit may be demanded.

3. New customers are required to prepay the invoice amount before the order is processed.

4. The company shall only be entitled to exercise retention or settlement rights in case of uncontested and legally effective claims.

5. If it becomes apparent after contract completion that the customer will not likely be able to satisfy the payment performance the company shall be entitled to retain goods not yet delivered and suspend any further work under the respective contract. The company shall also be entitled to the same rights if the customer is found to be in default with payments for deliveries subject to the contract. § 321 II BGB (German Civil Code) shall remain unaffected.   

6. In case of payment default the company shall be entitled to claim interest on the payable and outstanding amount of 6% above the currently valid base rate. Any additional default damages shall not be excluded. The customer is required to make complete payment within ten days after receiving the invoice and the delivery including all and any extras according to pos. II (Prices), otherwise the customer will be in default, even without any reminder being issued.

Delivery

1. If the goods are to be shipped the liability shall pass unto the customer at the time when the goods are passed to the shipping agent.

2. Delivery times shall only be valid and enforceable if these have been confirmed in writing by the company. If the contract has been completed in writing, the confirmation of the delivery time will also have to be in writing.

3. If the delivery is delayed by the company the customer shall only be entitled to exercise rights according § 323 BGB if the company is liable for said delays. This regulation does not include a change in the honus to provide evidence.

4. Operation disruptions – in the company or any of the suppliers – such as for example industrial action, or cases of force majeure, shall only entitle the respective other party to cancel the contract if any further delay is not reasonable for the customer, otherwise the delivery time shall be extended by the duration of the delay due to the above circumstances. A cancellation will in any case only be possible after a delay of more than four weeks after the onset of any disruptions as outlined above. The company liability in such cases shall be excluded.

Reservation of title

1. The delivered goods shall, until full and timely payment has been made to settle all existing company claims versus the customer, remain the sole and exclusive property of the company. The customer hereby assigns all claims arising from the resale of the goods subject to this reservation of title as part of a normal business transaction, and the company hereby accepts any such assignment of claims. No later than in the case of default the customer shall be obliged to name the debtor of the assigned claim. In case the value of the securities assigned to the company exceeds the company claim in total by more than twenty per cent (20%) the company shall be obliged to, upon request by the customer or any third party affected by the assignment by the customer of such claims, release such securities at the company’s discretion.

2. In case goods delivered by the company are processed further or modified the company shall remain the original manufacturer according to § 950 BGB (German Civil Code) and retain the property rights on the manufactured goods processed. In case third parties are involved in the processing the company property rights shall be restricted to a share of the property rights equal to the invoiced amount of the reserved goods. The property thus acquired shall be regarded as reserved property.

Warranties

1. SeitzDruck GmbH hereby agrees to process all orders with due diligence and great care, and especially treat all samples, documents, templates etc. submitted with great care.

2. Any complaints are due within ten days after delivery of the work and in writing to the company SeitzDruck GmbH, as otherwise the work shall be regarded as having been accepted and approved as free of any defects or faults.

3. In case of justified complaints the company shall, at the company’s discretion, be required to remedial action or replacement. If the company fails to comply with this requirement within a reasonable time or if the remedial action does not, even after repetition, produce a satisfactory result, the customer shall be entitled to reduce the compensation or to the reversal of the contract or agreement cancellation.    

4. If only parts of the delivery are of unsatisfactory quality this shall not entitle the customer to reject the entire delivery, unless the partial delivery is of little or no interest to the customer.

5. Colour reproductions in any production process may show minor deviations from the original, this shall not be considered grounds for the rejection of the product. The same applies to the comparison of all and any other templates, digital proofs, sample prints and the end product. The company liability for any defect with no or only little detrimental effect on the value or suitability of the product shall herewith be excluded.

6. The company shall only be liable for deviations from the properties of the materials used only to the extent of the value of the order.

7. Deliveries from the customer (including data transfers or data media) or from a third party acting on behalf of the customer will not be checked by the company for their completeness or correctness, unless data is supplied in a format obviously unreadable or that cannot be processed. Any data transferred by the customer must be subjected to protection systems against computer viruses in the latest updated version. Data protection shall be the sole responsibility of the customer. The company is entitled to create a copy of such data

8. Deliveries more or less than the ordered number by ten per cent shall not constitute a defect; the delivered volume will be taken as the basis for the invoice.

9. Otherwise, the following regulations apply regarding the company liability for acts of gross negligence: Damage claims based on consequential damage after defects, on positive breach of contract, negligence in contracting and tort are herewith excluded. If the contract subject is paid refinement work or processing of semi-finished products the company shall not be liable for any effects caused by such work on the product to be processed or refined. Damage claim based on impossibility and default are limited to the total value of the order (company performance excluding preparation and material). A liability for processed goods cannot be accepted. Any complaints and claims must be filed before further processing. Processing goods shall be considered as the goods delivered having been accepted and approved as free from defects or faults.

Limited liability

1. SeitzDruck GmbH shall be liable only for intentional and gross negligent actions regardless of the legal justification, unless otherwise specified in the respective contract. This limited liability shall also apply to agents and authorized persons acting on behalf of SeitzDruck GmbH. For slight negligence SeitzDruck GmbH shall be liable only in the infringement of contractual obligations, with the liability for indirect damages, consequential damage and lost profits excluded. Liability for positive claim infringement, negligence in contracting and tort is limited to the replacement of the typical foreseeable damage.

2. Orders placed by and invoiced to SeitzDruck GmbH with third parties shall not be subject to the company liability or warranty, unless the company was found negligent in the selection of said third party. SeitzDruck GmbH is acting solely as agent in such cases.

3. In case SeitzDruck GmbH subcontracts work SeitzDruck GmbH assigns all warranty, damages and other claims for faulty, delayed or undelivered goods and services to the customer. The customer endeavours to recover the assigned claims directly before making claims against SeitzDruck GmbH in such cases.

4. The customer agrees to hold SeitzDruck GmbH harmless from all claims by third parties against SeitzDruck GmbH on the basis of actions for which the customer is responsible and liable according to the contract. The customer shall also bear the costs of any legal actions in such cases.

5. With the release of designs, clean drawings and correction drafts the customer accepts the full responsibility for the technical and functional correctness of text, image and design.

6. The company SeitzDruck GmbH is not liable in any way for design, developments improvements, clean drawings, plans and correction drafts released by the customer.

7. The company SeitzDruck is not liable or responsible for any competition, copyright, trademark or other legal and permit issues, nor for any innovative properties of the product.

8. Any liability of SeitzDruck for errors or faults resulting from improper use or operation, unconventional operating conditions or the use of unsuitable operating media is excluded.

9. Any possibly business complaint and investigation obligations of the customer arising from the Trade Act shall remain unaffected by the aforementioned regulations.

10. Inasmuch the liability of SeitzDruck GmbH is excluded or limited by the regulations listed above, this shall also apply to their agents or other authorized persons acting on the company’s behalf.

Limitation

Any customer claims for warranties or damage compensation (pos. VI. and VII., except for damage  claims according to pos. VII.2) shall be limited to a period of one year after the delivery of the goods. This shall not apply if the company should be found to have been acting maliciously or fraudulently.

Archiving

The company will archive any items due to the customer, especially data and data media, only after explicit agreement and against a separate compensation for a period beyond the delivery of the end product to the customer or their agent. In case the aforementioned items need to be insured the customer shall be responsible for any such insurance unless there is an explicit agreement to that effect.

Trade protection rights / copyrights

The customer shall be solely responsible and liable in case the execution of the order infringes any third party rights, in particular copyrights. The customer shall hold the company harmless from any claims by third parties arising from infringement of any such rights.

Court of jurisdiction, place of performance and severability

1. This contract is subject to the laws of the Federal republic of Germany. Place of performance and jurisdiction is Ingolstadt, Germany. In case the customer is a registered trader the exclusive court of jurisdiction shall be the public courts of law responsible for the corporate headquarters of SeitzDruck GmbH.

2. In case one or more of the regulations of this contract are ineffective this shall have no effect on the other regulations in this contract.


General terms and conditions

Version 03/2016