I. General

The following General Terms and Conditions of Sale and Delivery apply only to the commercial and public sector pursuant to § 24 item. 1 and 2 GTC Act and, unless otherwise agreed, shall also apply to all future transactions with us.

II. Offer and confirmation of order

Our offers and other oral and written communications are subject to change. The contract is only concluded by our order confirmation or by execution of the order.

III. Prices

Invoicing shall be at the prices valid on the day of delivery plus VAT. If, after conclusion of the contract and before delivery of the goods, increases occur in the costs of raw materials, supplies, wages and energy, we reserve the right to change the price. The buyer may withdraw from the contract within 10 days in the event of a price increase.

IV. Delivery

1. Events of force majeure, war, strikes, lockouts, shortages of raw materials, auxiliary materials and operating materials, operational disruptions and other circumstances for which we are not responsible shall entitle us to postpone the execution of orders in whole or in part or to withdraw from the contract in whole or in part without the purchaser being entitled to claim damages.
2. The delivery period begins after complete clarification of the order and receipt of all documents required for the execution of the order. If our delivery is delayed without one of the reasons mentioned in 4.1, the Buyer shall grant a reasonable grace period.
3. Partial deliveries are permissible, fixed transactions are not made.
4. The shipment is made by freight directly from the factory.
5. We shall have fulfilled our delivery obligations when our goods leave the factory, the warehouse or when they are handed over to a carrier. At this time, all risk is transferred to the buyer. This also applies if we bear the transport costs.
6. We shall be entitled to demand acceptance of the goods three months after the date of the order confirmation with a 14-day notice period or, in the event of default in acceptance, to withdraw from the contract or to claim damages.

V. Tolerances

In case of production of goods on machines used for mass production, the delivery may be exceeded or underrun by a reasonable quantity. Minor deviations in dimensions, weight, color tones, print position and print as well as in the quality of the print carriers do not constitute a material defect and do not entitle the purchaser to make a complaint.

VI. Warranty and liability

1. Complaints about the goods due to material defects or incorrect deliveries and deviations in quantity must be made in writing immediately – in the case of hidden defects 3 months after receipt of the goods.
2. In the event of justified complaints, we shall be entitled to rectification of defects or delivery of defect-free replacement goods. If it is not possible to remedy the complaint or if the replacement delivery is defective, we will, at the buyer’s option, take back the goods or grant a price reduction. The buyer shall not be entitled to any further claim for damages.
3. No warranty is given for the suitability of the goods for a specific purpose if this suitability has not been expressly confirmed by us in writing. Instructions for use or recommendations are given to the best of our knowledge based on practical experience. In any case, the buyer himself is obliged to check the suitability of our goods for the purpose intended by him.
4. We shall not be liable for damage resulting from improper use or storage of the products in accordance with the instructions.

VII. Payment conditions

1. The invoice shall be issued on the date of delivery of the goods and shall be payable without any deduction no later than 30 days after the invoice date.
2. In the case of bills of exchange and checks, the buyer’s debt shall be deemed paid only upon redemption. Customer bills of exchange and acceptances, can only be taken in payment after prior agreement. The term of the bills of exchange or acceptances begins at the latest with the invoice date. Discount and bank charges shall be borne by the purchaser.
3. Payments of the Buyer shall be credited against the oldest debt even if the Buyer determines otherwise.
4. In the event of late payment, we shall be entitled to charge interest on arrears at a rate of 4% above the Bundesbank discount rate.
5. If the purchaser is in default with a due payment or if there is a significant deterioration in his financial circumstances, we shall be entitled to demand immediate payment or other securities even before delivery of the goods, with the previous payment agreements for the effected and still outstanding deliveries under any contract ceasing to apply.
6. We shall not be obliged to make any further deliveries under any current contract before full payment of invoice amounts due, including interest on arrears.
7. Withholding of payments and offsetting against counterclaims is only permitted if these claims are undisputed or have been legally established.

VIII. Reservation of proprietary rights

1. The delivered goods remain our property with the rights from § 455 BGB (German Civil Code) until all payment obligations of the buyer from the business relationship have been fulfilled.
2. The buyer is obliged to inform us before disposing of his own claims by way of a factoring agreement or by means of assignment.
3. However, the Buyer shall be entitled to process and/or sell the goods within the scope of its properly conducted business operations. The export of the goods delivered by us is only permitted with our express written consent.
4. By processing our goods, the buyer who processes the goods for us does not acquire ownership of the newly created goods. In the event of processing, combination or mixing with material that does not belong to us, we shall always acquire co-ownership in the proportion of the value of the reserved goods delivered by us to the value of the products resulting from the processing, combination or mixing. In these cases, the buyer shall be deemed to be the custodian for us in this respect.
5. If our goods subject to retention of title are sold in the ordinary course of the buyer’s business without immediate payment, the claim to consideration shall pass to us in the amount of the value of the ownership or co-ownership share, regardless of whether the goods subject to retention of title are sold without or after processing, combination or mixing. No special act of transfer is required when the claim arises. The purchaser is entitled and obliged to collect the claims assigned by us as long as we have not revoked this authorization. Upon our request, the buyer shall immediately inform us in writing to whom he has sold the goods and which claims he is entitled to from the sale.
6. The buyer undertakes to insure our goods against all risks until full payment.
7. If the value of the security provided to us exceeds our delivery claim by more than 20%, we shall be obliged to retransfer the security at the Buyer’s request.

IX. Miscellaneous

Unless otherwise expressly agreed in writing, the terms and conditions of sale and delivery set forth herein shall be an integral part of the contract and shall be deemed accepted at the latest upon acceptance of the goods by the Buyer or its agent. Should individual clauses of these Terms and Conditions of Sale and Delivery be invalid in whole or in part, this shall not affect the validity of the remaining clauses.
An invalid provision shall be deemed to be replaced by a provision that comes as close as possible to the economic purpose of the invalid clause and is effective.

X. Place of fulfillment and jurisdiction

Place of fulfillment and jurisdiction is Rheine / North Rhine-Westphalia. German law applies.

Registered office of the company and place of jurisdiction: Rheine – HRB 4578 Steinfurt Local Court – Managing Director: Cihan Cesur