§ 1 Conclusion of Contracts/Offers
- Purchase contracts will be deemed to be concluded when the Supplier confirms the order in writing. Such may be replaced by an invoice for the delivered goods.
- Special agreements will apply only after a written confirmation by the Supplier.
- Supplier's offers are non-binding.
- Documents belonging to an offer, such as figures, drawings, information about weights and measures or other technical data... shall only be approximations, unless such are expressly identified as binding.
The Supplier reserves the right of ownership and the copyright in cost estimates, drawings and other documents. Such shall not be made available to third parties.
The Supplier undertakes to only make available to third parties any information and documents identified as confidential by the Customer after having obtained the latter's consent.
§ 2 Changes of the Subject Matter of the Contract
Changes in design and form resulting from technical improvements or requirements made by the legislator remain reserved during the delivery period, insofar as the deliverables will not be changed significantly and insofar as the changes are reasonable for the Customer.
§ 3 Delivery Periods / Partial Deliveries / Damage due to Delays
- Delivery periods relate to the time 'ex works'. They only indicate the approximate time of delivery.
- The delivery period shall not commence prior to the fulfilment of all contractual duties of the Customer necessary for the delivery, in particular the provision of documents, information to be provided by the Customer and the payment of any agreed down payment.
- The delivery period will be extended in the event of measures under labour disputes and the occurrence of unforeseeable obstacles going beyond the Supplier's control, insofar as such obstacles have evidentiary a significant effect on the manufacturing of the deliverables. The same shall apply when such circumstances occur among sub-suppliers. The delivery period shall be extended in proportion to the duration of such measures and obstacles. The Supplier shall not be responsible for the circumstances mentioned above when such occur during the default of a debtor.
- Partial deliveries shall be permissible within the delivery periods, unless such result in disadvantages for the use of the deliverables on the part of the Customer.
- Damage due to delays of the Customer in the event of delayed deliveries shall be excluded, unless such were caused by gross negligence or intent.
§ 4 Transfer of Risk
The risk shall pass to the Customer at the time when the deliverables leave the factory.
Upon return of the goods to the Supplier, the risk will only pass to the Supplier when the deliverables are delivered to the factory.
§ 5 Warranty
- The Supplier will accept the warranty for defects in the deliverables to the extent specified below.
- Purchase contracts are fundamentally subject to the statutory right of warranty, however, the following exceptions mentioned in sections 2-6 below, shall apply.
- In the event of a claim for subsequent performance, the Supplier shall have the right to select the type of such subsequent delivery.
- In the event of obvious defects of the deliverables, the Customer shall be obligated to notify the defect without delay. In the event of hidden defects, the latter shall be obligated to notify the defect within one year from the commencement of the legal period of limitation. If the notification of defects is not made in due time, the Customer forfeits their rights for warranty for defects.
- The Supplier will only be liable for claims for damages based on defects of the object of purchase in the event of intent and gross negligence.
- In the event of bodily injury and damage to the body or health, the Supplier shall also be liable for intent and negligence of their legal representatives or vicarious agents. Any other liability shall be excluded.
§ 6 Withdrawal from Contract
- The Supplier shall be entitled to withdraw from a concluded contract in the following events:
- If the Supplier is impeded from making the delivery
caused by force majeure;
- If the Supplier learns about a significant deterioration of
the Customer's asset situation;
- When the Customer ceases their payments, if insolvency
proceedings were initiated or ordered regarding its assets
or if foreclosure measures are filed for its assets or if its
assets are subject to such foreclosure;
- If the Customer was in delay of another payment arising
from a former delivery.
- Any withdrawal made for the reasons above will not impede the Supplier from asserting claims for damages for non-performance.
§ 7 Retention of Title / Duty to Insure in the Event of Retention of Title
- The Supplier retains the title to the goods delivered by the latter until the payment of the complete purchase price.
- When the Customer resells the delivered goods and the retention of title remains in effect, the Customer shall, already as of now, assign as security the receivables due from the purchaser in the amount of the purchase price between Supplier and Customer plus the contractually applicable value added tax of the delivered goods.
- Even after this assignment, the Customer shall be entitled to collect the receivables. The Supplier's entitlement to collect the receivables shall remain unaffected thereby. However, the Supplier undertakes to not collect the receivables for as long as the Customer meets their payment obligations and is not in default.
- In the event that the Customer processes or installs the items purchased from the Supplier, such processing or installation shall always be made for the Supplier. The Supplier will receive a co-ownership share in the object produced. The co-ownership share depends on the ratio of the value of the delivered item to the value of the finished, new object after processing or installation at the time of the processing.
- At the Customer's request, the Supplier undertakes to release the securities to which they are entitled, insofar as the value of the receivables to be secured - unless such were paid - is exceeded by 20 %.
- The Customer may neither pledge nor transfer by way of security the goods which are subject to retention of title.
- The Customer shall be obligated to immediately inform the Supplier about any and all access by third parties to the goods delivered under retention of title or the receivables and to inform any enforcement officers of the fact that the ownership is held by the Supplier. The same shall apply in the event of damage or loss.
§ 8 Prices, Payment, Packaging and Shipment
- Unless otherwise agreed, the Supplier's prices shall apply ex works, excluding packaging and shipping expenses as well as costs of any insurance. Prices are exclusive of applicable VAT.
- Price changes are permissible when a period of more than four months lapses between the conclusion of the contract and the agreed date of delivery. In the event that wages or costs of materials subsequently increase until the completion of the delivery, the Supplier shall be entitled to increase the prices according to the increase in costs. The Customer shall only be entitled to withdraw from the contract if the price increase significantly exceeds the increase of the general cost of living.
- Unless otherwise agreed in individual cases, payment shall be made within 30 days from the date of invoice.
- A discount of 2% will be granted when the payment is made within 10 days after the invoice date, a discount of 3% will be granted in the event of a prepayment prior to delivery. In general, no discount will be granted for contract work, servicing and repairs.
- The Customer shall be prohibited from withholding payments or from offsetting with counterclaims which the Supplier disputes.
- The minimum order value per order shall be EUR 50.-. A minimum quantity surcharge of EUR 10.- will be charged below such minimum order value.
§ 9 Costs for the Cancellation of Orders / Liquidated Damages
- If the Customer withdraws from a contract concluded for unjustified reasons, the Supplier may request a lump-sum of 10% of the purchase price / order volume as damages.
- The Supplier shall be entitled to evidence and assert a higher damage which has actually arisen in individual cases.
- The Customer shall be entitled to evidence that no or a minor damage was caused to the Supplier than the liquidated damages as defined in section 1.
§ 10 Software
Upon purchase of the 'Labelstar Office' software or any other standard software from the Supplier, the End-User License Agreement attached hereto shall apply in addition.
§ 11 Period of Limitation
The period of limitation for claims for damages of the Customer shall be 12 months, unless in the event of the purchase of consumer goods. When consumer goods are purchased, the period of limitation shall be 12 months for used objects of purchase, otherwise 24 months.
§ 12 Place of Fulfilment / Place of Jurisdiction
- Place of fulfilment shall be Villingen-Schwenningen, Germany.
- The place of jurisdiction for all contracts with businessmen and legal persons under public law and public law special funds shall be Villingen-Schwenningen, Germany.
- The Supplier may, at their own option, also sue at the main place of business of the contractual partner.
§ 13 Applicability of German Law
Any and all contracts concluded with the Supplier shall be subject to German law, even if such contracts relate to foreign countries (in particular orders from foreign countries or deliveries to foreign countries).
§ 14 Severability of Contractual Relations
If any Article hereof is ineffective, in whole or in part, the remaining contract/the remaining Articles shall remain in effect.