Terms and conditions
- General – Area of application
(1) Our sales conditions apply exclusively to all of our deliveries – including future ones; conflicting conditions or conditions of the buyer which deviate from our sales conditions are not recognized unless their validity has been explicitly approved in writing. Our sales conditions also apply if we deliver the merchandise to the buyer without reservation in the knowledge of conflicting conditions or conditions of the buyer deviating from our sales conditions.
(2) All agreements made between us and the buyer to facilitate fulfillment of this contract are stipulated in writing in this contract.
(3) Our sales conditions apply only to companies in compliance with § 310 point 1 BGB (German Civil Code).
- Offers
Our offers are noncommittal and subject to change without notice. Orders only become binding after they have been confirmed in writing. This also applies to any additions, additional agreements and amendments. Designs, images, sizes, weights, colours and prepress repro are binding when expressly agreed in writing.
- Samples, forms, designs, repro, plates and other tools necessary for production
(1) All product tools shall remain our property. This also applies when the customer has participated in the tool costs. Tools will be stored for max. 2 years after delivery of order.
(2) We reserve all proprietary rights and copyrights of images, designs, calculations, written documents, tools, samples, dummies, working models and graphic works.
(3) We reserve the right to use the items produced for the customer as samples or for marketing purpose.
4 Proof, Printing
(1) Proofs shall be deemed approved if the buyer does not object in writing the proof sent to him within at the latest two working days. The order will then be executed. Later notices of defects are excluded.
(2) Due to various printing procedures price differences are possible and are accepted by the buyer as contractual achievements.
(3) Due to technical reasons minor colour variations are possible and permitted.
5 Delivery - prices - payment terms
(1) Unless stated otherwise in the order confirmation, delivery is agreed as “ex works” excluding packaging, freight costs, costs for repro, drawings, printing plates and other tools required for production. These costs will be charged separately. We reserve quantity deviations for technical reasons.
(2) Transportation costs and all other packaging in accordance with the “Verpackungsordnung” (german packaging regulation) shall not be taken back; this does not apply to palettes. The buyer shall dispose of all packaging at its own expense.
(3) All prices shall be exclusive of sales taxes (VAT) and will be listed separately in the invoice.
(4) Unless otherwise agreed in writing, deliveries outside Germany abroad shall be executed against advanced payment.
(5) Living plants, seeds and bulbs may require a plant certificate and will be charged at cost.
(6) We reserve all rights of changes to shapes, taste and deviations of colours and scope of delivery during lead time provided that the product in question has not been modified considerably and the modifications are reasonably for the buyer.
6 Lead time
(1) The beginning of the delivery time stated by us requires the clarification of all technical questions.
(2) Adherence to our delivery obligation also presupposes the punctual and correct fulfilment of the contractual responsibilities of the buyer. We reserve the right to a plea of non-performance.
(3) If the buyer is in default of acceptance or if he negligently violates any other duty to cooperate, we are entitled to demand reparation of the damage incurred, including any additional expenditure. We reserve the right to further contractual claims.
(4) If the conditions listed in point (3) apply, the risk of an accidental loss or an accidental deterioration of the object of sale goes over to the buyer as soon as the buyer is in default of acceptance or in default of payment.
(5) We are liable according to statutory provisions provided that the delay in delivery is related to an intentional or grossly negligent breach of contract which we are responsible for. If the delay in delivery is related to an intentional or grossly negligent breach of contract which we are responsible for, our liability to pay compensation for damages is limited to foreseeable, typically occurring damage.
(6) We are also liable according to the statutory provisions insofar as the delay in delivery which we are responsible for is related to the culpable breach of a material contract duty; in this case, the liability to pay compensation for damages is limited to foreseeable, typically occurring damage, to a maximum amount of 10% of the value of the order.
7 Liability for defects
(1) Warranty claims of the buyer presuppose that the buyer has fulfilled his investigative requirements and his requirements to give notice of defects correctly in accordance with § 377 HGB (German Commercial Code).
(2) The merchandise of the seller can be perishable. Fresh products shall be delivered unless other terms have been agreed upon. The customer must consult us about the shelf life of the individual products. The minimum shelf life we state applies only if the goods are properly stored.
(3) Insofar as there is a defect in the thing purchased, the purchaser is entitled to subsequent performance in the form of a removal of the defect or to delivery of a new thing free from defects, as he chooses. In the case of removal of defects or replacement delivery we are obligated to carry all expenses necessary for the subsequent performance, in particular transport, call-out, work and material costs, insofar as these are not increased by the thing purchased being delivered to a place other than the place of performance.
(4) If this subsequent fulfillment of the contract is not successful, the buyer is entitled to choose whether to withdraw from the agreement or demand a reduction of the purchase price.
(5) We are liable according to the statutory provisions if the purchaser claims compensation for damages which are related to intent or gross negligence, including the intent or gross negligence of our representatives or persons assisting in the performance of obligations. Insofar as we are not at fault for any intentional breach of contract, the liability to pay compensation for damages is limited to foreseeable, typically occurring damage, to a maximum amount of 10% of the value of the order.
(6) We are liable according to the statutory provisions if we culpably breach a material contract duty. There is a material contract duty if the breach is of a duty, the fulfilment of which the purchaser relied upon and may also have relied upon. Also in this case the liability to pay compensation for damages is limited to foreseeable, typically occurring damage, to a maximum amount of 10% of the value of the order.
(7) Liability due to negligent injury to life, physical injury or injury to health remains unaffected; this also applies to the mandatory liability in accordance with the product liability law.
(8) Unless stipulated otherwise above, liability is excluded.
(9) The period of limitation on warranty claims is 12 months, calculated from the transfer of risk.
(10) The period of limitation in the case of a delivery regress according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective goods.
8 Joint and several liability
(1) Liability to pay compensation for damages further than that envisaged in clause 7 is excluded – without considering the legal nature of the damages claimed for. This particularly applies to claims for damages resulting from negligence in contracting, other breaches of duty or claims for damages based on tort according to § 823 BGB.
(2) Providing our liability for damages has been excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and other agents.
9 Securing of reservation of ownership
(1) The object of sale remains the property of the seller until complete payment is made as specified in the delivery agreement. In the case of a breach of contract by the buyer, particularly default of payment, we are entitled to take back the object of sale. By taking back the object of sale, the seller does not withdraw from the contract unless he has specified this explicitly in writing. The seizure of the object of sale by the seller always constitutes a withdrawal from the contract. After taking back the object of sale, the seller is entitled to utilize it, the realization proceeds are to be set off against the liabilities of the buyer – minus suitable realization costs.
(2) The buyer is obliged to treat the object of sale carefully; he is particularly obliged to insure it at his own expense against damages resulting from fire, water and theft to cover the replacement value.
(3) In the case of seizures or any other intervention of a third party, the buyer is obliged to inform us of this immediately in writing so that we can institute legal proceedings in accordance with § 771 ZPO. If the third party is not capable of reimbursing us the costs of legal proceedings, in or out of court, in accordance with § 771 ZPO, the buyer is liable for the losses we have incurred.
(4) The buyer is entitled to resell the merchandise in the course of ordinary business; as soon as the buyer resells the merchandise he transfers to the seller his claim arising from the resale to the total of the invoiced amount (including VAT) against his customer or any other third party regardless of whether the object of sale is resold as it is or after further processing. The buyer is entitled to examine the relinquished claim. Our entitlement to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as the buyer meets his financial obligations resulting from collected profits, does not suspend any payments, particularly does not open bankruptcy proceedings, of composition or insolvency proceedings and is not already bankrupt. If, however, this is the case, we can demand that the buyer specify the relinquished claims and their debtors, and specify all information necessary for collection, hand over the appropriate papers, and notify the debtor (third party) of the transfer.
(5) The processing or treatment of the object of sale by the buyer is always executed for us. If the object of sale is processed with other objects which do not belong to us, we are entitled to joint ownership of the new object in the relation of the value of the object of sale (total invoiced amount, including VAT) to the other processed objects at the time of processing. The same applies to the object created by processing as to the object of sale delivered with reservation.
(6) If the object of sale is mixed inseparably with other objects which do not belong to us, we are entitled to joint ownership of the new object in the relation of the value of the object of sale (total invoiced amount, including VAT) to the other mixed objects at the time of mixing. If the mixing takes place in such a way that the buyer’s object is seen as the main component, it is hereby agreed that the buyer transfers joint ownership to us proportionally. The buyer holds the exclusive ownership or joint ownership thus created for the seller.
(7) On customer's request we undertake to release the securities to which we are entitled, as far as the realizable value of our securities exceeds the claims to be secured by more than 10%; we are entitled to select the securities to be released.
10 Jurisdiction – Place of performance
(1) If the buyer is a body corporate, a common fund under public law, or a businessman, the place of execution and jurisdiction shall be our place of business; however we shall be entitled to sue the buyer in his local court. This also applies when the customer has no general place of jurisdiction in Germany or when place of residence or usual residence are not known on the institution of legal proceedings.
(2) The legal relationship is regulated exclusively according to the legislation of the Federal Republic of Germany. Application of the UN agreement pertaining to the international sales of goods is excluded.
(3) Unless otherwise stipulated in the order confirmation, the place of execution and jurisdiction shall be our place of business.
(4) Should any provision of these terms of business, including the standard terms and conditions, prove to be or become invalid either in entirety or in part, this shall not affect the validity of the other provisions. The provision which has become invalid either in entirety or in part should be replaced by a provision the economic success of which comes closest to the now ineffective provision.
11 Transfer of risk
(1) Delivery takes place at cost and risk of the ordering party. Any transport damage may only be asserted with the deliverer (post office, rail, courier etc.).
(2) Risk shall be transferred to the buyer as soon as the consignment has been sent to the firm carrying out the transportation or has left our warehouse for dispatch purposes. Should dispatch become impossible without our wrongdoing, the risk shall be transferred to the buyer on announcement of readiness for dispatch. The buyer is free to specify a courier to us. Where a courier has not been specified to us by the buyer, we are entitled to commission the courier working for us. Should the freight costs of our courier be higher than those at other courier companies, the buyer must bear these costs
The products in the catalogue are not shown true to the original and differ in size, shape and colour from the original.
Printing errors, other errors and changes reserved. After issue of this copy all former terms and conditions are no longer valid.