Companies of the Westermann Gruppe

General Terms and Conditions of the printing company

1. Scope - exclusivity

1.1 The following conditions apply for offers, deliveries and services of the printing company. Upon conclusion of the initial contract, both the printing company and the customer agree that these conditions including all follow-up business - including that which is concluded verbally or by telephone - shall apply. The customer’s own purchasing and other conditions that deviate from or contain additional clauses to our conditions shall not form part of this contract. This shall also apply if we become aware of a customer’s conflicting or differing conditions.

1.2 Special agreements and collateral agreements shall only be valid if confirmed by us in writing. § 305b BGB shall remain unaffected.


2. Offer, conclusion of contract, amendments and cancellation

2.1 Our offers are non-binding.

2.2 A contract only comes into effect upon our confirmation of the order.

2.3 The customer is bound to orders for 3 weeks. Should the order confirmation deviate from the order, the customer must make us aware of this in writing within 7 days of receipt of the order confirmation, however no later than 10 days after the date of order confirmation. In all other instances, the contract shall enter into effect as per the conditions stipulated in the order confirmation. The printing company is obliged to notify the customer of the start of the period.

2.4 Cancellations require our written approval. In the event of cancellation, we reserve the right to demand 20% of the original net order sum plus any material costs already spent (particularly for paper). The customer is however entitled to prove to us that no or only a significantly lesser damage has been incurred by us. If greater damages have been incurred, we may claim for any losses caused. Existing regulation shall also apply for any amendments to the order after confirmation.

2.5 We are entitled to charge for drawings, drafts, test prints and samples if no order is placed. The same applies to data transfers.

2.6 The printing company may mention its company in suitable form on contractual products provided the customer does not expressly oppose this.


3. Prices, payment terms

3.1 Our prices are non-binding unless otherwise expressly stated. At the time of transfer, we shall calculate the daily rates for paper, pre-processing and binding material as well as other consumer materials.

3.2 Unless otherwise stated in the order confirmation, invoices are to be paid immediately. Irrespective thereof, we are entitled at any time and without providing reasons, to concurrent payments unless an advance payment has been agreed.

3.3 Payments must be made to the printing company’s specified bank account free of charge with no fees. Bills of exchange and cheques are only accepted on account of performance without granting a discount. The customer shall bear all costs and fees unless otherwise agreed.

3.4 Payments are settled exclusively according to § 366 BGB even if the customer’s own conditions differ from this.

3.5 ll prices are subject to VAT at the applicable rate at the date of the invoice. The printing company is entitled to amend its prices based on changes to VAT rates.


4. Payment arrears and liquidity problems

If, upon conclusion of the contract, we become aware of circumstances which significantly affect the creditworthiness of the customer or through which the payment of our outstanding claims by the customer within the framework of the existing contractual relationship [all individual points shall fall under the term “contractual relationship”

a) for which the same framework agreement applies;
b) recorded from the same year’s order confirmation; as well as
c) for which an individual order confirmation was provided in the last 12 months] is at risk, particularly if the customer delays payment by more than 10 days, contests any bills of exchange or cheques we have accepted or if an application to open insolvency proceedings is filed, we are entitled, without prejudice, to other rights:

4.1 To request return of all deliveries or services as well as any print documents supplied to the affected contract or to only perform the service or carry out delivery as security. The same right shall apply with respect to any other unfulfilled contracts which fall under the same year’s order confirmation for which the same framework agreement applies or an individual order confirmation within the last 12 months.

4.2 We may determine an appropriate time period within which the customer must either render delivery versus payment or provide a security. Upon fruitless expiry of this time limit we may

a) Fully withdraw from this contract and/or additional concluded contracts which fall under the same year’s order confirmation for which the same framework agreement applies or an individual order confirmation within the last twelve months.
b) Claim all rights arising from the retention of title (section 12) as well as this contract and/or additional concluded contracts which fall under the same year’s order confirmation for which the same framework agreement applies or an individual order confirmation within the last twelve months.
c) We shall be entitled to demand payment of the remainder which would otherwise become due at a later stage as a result of this contract and/or additional concluded contracts which fall under the same year’s order confirmation for which the same framework agreement applies or an individual order confirmation within the last twelve months. The right to withdraw from the contract in accordance with the legal provisions shall remain unaffected.

4.3 The printing company is furthermore entitled to demand default interest for the damage caused by the delay in the amount of 8% above the base interest rate of the European Central Bank. Proof of compensation for damage may be increased if the printing company can prove greater damages.

4.4 The printing company shall be entitled to a right of retention in accordance with § 369 of the German Commercial Code (HGB) with regard to materials/documents delivered until complete fulfilment of all due claims.


5. Offsetting, retention

5.1 The customer can only offset a claim against claims of the printing company if its claim is undisputed or legally binding.

5.2 The customer can only exercise a right to refuse performance or right of retention if the claim for payment of the printing company and the counterclaim of the customer relate to the same contractual relationship.


6. Delivery, delivery period and self-delivery

6.1 The compliance with delivery dates agreed upon presupposes that all required documents and materials to be provided by the customer are provided in good time and, if the printing company clause exists, this clause is approved. Should this not be the case, the deadline shall be extended by an appropriate period of time. The delivery deadline shall be further extended by the period required for checking blueprints, proofs or outturn samples. Fixed dates are not concluded.

6.2 The delivery deadline shall be deemed complied with if the goods ordered have left the printing company by the expiry date or notification of readiness to dispatch is provided.

6.3 If the agreed delivery deadline is not complied with due to force majeure, work strikes, fire, machinery breakdown, unforeseeable events or similar circumstances on the part of the printing company, the delivery deadline shall be extended for the duration of these events. This shall also apply in the event that the printing company is in default of delivery due to the occurrence of one of these events.

6.4 In the event of hindrance to performance in the sense of section 6.3 of more than 3 months, we and the customer, in the event of non-compliance with the delivery deadline due to reasons other than those mentioned in section 6.3, are entitled to withdraw from the contract in this regard. The prerequisite for the customer withdrawing from the contract is a delay period of at least 2 weeks.

6.5 Section 10 shall apply regarding any liability for damages on the part of the printing company. (Claims for damages and liability).

6.6 We are entitled to deliver earlier than planned as well as perform part deliveries. Part deliveries may be invoiced immediately.

6.7 We are only bound to the agreed delivery deadline if proper and timely self-delivery is carried out by our suppliers.


7. Transfer of risk, acceptance, packaging

7.1 The customer is obliged to accept the goods upon handover, otherwise no later than within 8 days of notification that the goods are ready for dispatch.

7.2 The handover shall take place at the printing company premises. Should the customer request another place of delivery, this shall be at the risk and cost of the customer.

7.3 The customer shall bear the packaging costs (cardboard, cartons, boxes); Euro pallets must be exchanged.

7.4 Risk shall be transferred upon handover of the goods, however no later than handover of the goods from the courier to the customer, even if part deliveries are carried out or we undertake additional services such as transport costs or transportation.

7.5 In the event the customer is in default of acceptance or if delivery is delayed for reasons for which the customer is responsible, the risk is transferred to the customer on the day they receive the notification of delivery. In such cases the purchase price is effective on the date notification of delivery is received. The customer shall bear the costs for storage at the printing company or third-party premises. The customer’s right to assert any further damage remains unaffected.

7.6 The printing company shall only take out transport insurance at the customer’s express written consent and cost.


8.    Warranty, galley proofs, quantity deviations

8.1    The customer is obliged to inspect the goods immediately upon receipt to ensure that they are not defective and that they are complete. This also applies if the customer has received galley proofs beforehand. We are only liable for evident defects if they are reported in writing immediately, at the latest within 2 weeks after receipt of the goods. We are only liable for defects that are not immediately evident if they are reported in writing immediately after they are discovered.

8.2    In the following cases, we only provide warranty upon express agreement:

  • For the likeness between the proof and final print or between the original and final print;
  • For the authenticity of colours and finishes.

8.3    Deviations in colour nuances or in the format that are slight or customary in the sector do not constitute defects that fall under a warranty obligation. Excess or short deliveries of up to 5 % – up to 10 % for multi-coloured work – constitute a correct fulfilment and are settled under the conditions of the order. For deliveries made up of customised paper productions, the percentage increases to 20 % for under 1,000 kg and 15 % for under 2,000 kg.

8.4    If a typesetting approval is not required, the printing company only sends galley proofs and other proofs to the customer upon request. If the customer has received a proof, this is considered as approved if the customer does not counter this in writing (and in urgent cases, by telefax or e-mail) immediately after receipt.

8.5    If the customer wishes to make subsequent changes (especially after the layout and print approval), the customer bears the additional costs including the costs of machine downtime.

8.6    If there is a goods defect for which we are responsible, we are entitled, at our own discretion, to rectify this, i.e. to remedy the defect,

or to implement a replacement delivery. If we are not willing to or not able to rectify the defect, this is delayed beyond a reasonable period of time for reasons for which we are responsible, or the rectification of the defect fails in another way, the customer is entitled to request a reduction in fees or cancellation of the contract.

8.7    Section 10 (Claims for damages and liability) shall apply regarding any liability for damages on the part of the printing company.


9.    Free issue material and order documents, storage and insurance

Materials to be provided by the customer (paper, films, data, attachments, etc.) are to be delivered free house. We only confirm receipt of the delivered materials, but we do not confirm the quantity or quality specified in the delivery documents. We check the materials for the first time during production; we will not take out insurance. If the customer provides the paper, the customer is liable for damage that is caused by paper defects.

9.1    We store manuscripts, designs, films, slides, data, and other documents and materials from the customer for up to 4 weeks after delivery/notification of provision, for which we are entitled to calculate storage costs. We will not take out insurance for this. After this time period, we are entitled, after providing notice of destruction, to give the customer a reasonable deadline to collect the indicated documents/materials. Once the deadline has expired, we are entitled to destroy the documents/materials at the customer’s cost.

9.2    Resources, tools and materials produced by us for executing the order remain our property if we charge the customer for the entire or partial production costs.


10.    Claims for damages and liability

10.1    Customer claims for damages and reimbursement of expenditure, regardless of the legal reason, especially on grounds of delay or impossibility, breach of advisory duties or contractual secondary obligations, pre-contractual obligations, positive contractual breach, breach of commercial property rights of third parties and unauthorised actions, are excluded. This also applies to liability for constant and uninterrupted availability of the online distribution system; data communication via the Internet cannot, taking into account the current state of technology, be guaranteed.

10.2    This exclusion of liability will not apply:

  • in the event of damages caused intentionally or by gross negligence,
  • in the event of a slightly negligent breach of essential contractual obligations, also by legal representatives or vicarious agents of the printing company; in this respect, we are only liable for average damage that is foreseeable for the type of product, typical of the contract and immediate, but not for loss of profit,
  • in the event of a culpable injury to the life, body or health of the customer,
  • in the event of defects fraudulently concealed and assumed guarantee for the quality of the goods,
  • in the event of claims from product liability law.

10.3    Liability for complaints relating to advertising in magazines or similar publications is limited to the proportionate printing and paper costs for setting up an error-free replacement advertisement.

10.4    In commercial dealings, the trade practices of the printing industry (e.g., no handover obligation for intermediate products such as data, lithos or printing plates that are created for producing the end product owed) apply insofar as no deviating order has been issued.

10.5 In the event of force majeure affecting us or our sub-suppliers, our delivery and service obligations are suspended for the duration of the disturbance. If there is a significant change to the circumstances in existence at the conclusion of the contract, we are entitled to terminate the contract. The same applies in the event of shortages of energy or raw materials, industrial disputes, official decrees, or unforeseeable tansport or operational disruptions.


11.    Limitation

Customer warranty or compensation claims (section 8 + 10) lapse within a year beginning from the delivery of the goods with the exception of the claims for damages mentioned in section 10.2. This will not apply insofar as the printing company has acted fraudulently.


12.    Retention of title

12.1    The printing company retains ownership of the goods delivered to the customer (reserved goods) until full payment. The retention of title also extends to all claims that already exist at the time of conclusion of this contract; it also extends to all claims from subsequent business transactions.

12.2    Under reservation of revocation, the customer is entitled to resell the reserved goods in the ordinary course of business so long as the customer is not in payment arrears with the printing company. The customer is not entitled to pledge the reserved goods or transfer the reserved goods by way of security. The customer is obliged to retain ownership themselves if the customer resells the reserved goods on credit.

12.3    The customer transfers all claims and remuneration claims due to the customer that are related to the reserved goods arising from the resale or another legal basis (e.g. unauthorised actions, insurance claims) to the printing company now in the amount of the invoice value of the reserved goods – in the amount of the outstanding balance if there is an arranged current account – and this must be done irrespective of whether the reserved goods have been processed or not. The printing company hereby accepts the transfer of these rights.

12.4    The customer is entitled to collect the assigned claims for the printing company’s account in their own name. We can revoke this collection authority and notify of the transfer if one of the events identified in section 4.1 occurs for the customer or if a request is made to open insolvency proceedings over the customer’s assets and the customer does not eliminate the request within a period of 4 weeks. In this event, the customer is obliged to inform us of the third-party debtors and each of the claims and to make available all of the documents required to recover the claims.

12.5    Processing and amalgamation of the reserved goods is always carried out for us. If the processing/amalgamation is done with goods that do not belong to us, we obtain joint ownership at the proportional value. The same applies to products arising from processing/amalgamation as applies to the reserved goods.

12.6    If third parties access the reserved goods, the customer must indicate our ownership and notify us immediately. The customer is liable jointly and severally with the third party for reimbursing legal and extrajudicial costs of an action in accordance with § 771 ZPO (Civil procedure code of Germany).

12.7    If the value of the securities due to us from the retention of title exceeds our total claims against the customer by more than 20 % in total, we are obliged, at the customer’s request, to release securities of our choice due to us under this agreement as far as the specified value limit.

12.8    We are entitled, after notification, to use the reserved goods to offset the customer’s liabilities; the customer bears the costs for turning the reserved goods to account.


13.    Copyright

13.1    We have the exclusive right to use the copies produced by us (typesetting, films, and similar) to produce duplicates. We are not obliged to issue this type of duplicate medium.

13.2    The customer provides us with assurance that they have the right to duplicate the masters or otherwise to use them in the intended way. The customer is obliged to hold us harmless from all claims made by third parties due to breach of copyrights, service protection rights, other commercial protection rights or personal protection rights.

13.3    We are entitled to print our company name on printed material produced by us even without the express consent of the customer.


14.    Place of performance, place of jurisdiction

The place of performance and place of jurisdiction are, if the customer is a merchant, legal person under public law or special fund under public law, or does not have a general place of jurisdiction in the country, the registered office of the printing company for all disputes arising from the contractual relationship including proceedings for cheques, bills and documents.


15.    Governing law, effectiveness, written form

15.1    The law of the Federal Republic of Germany applies. The validity of the UN Convention on the International Sale of Goods is excluded.

15.2    Changes and additions to the provisions contained in these conditions require the written form and contractual agreement between the printing company and the customer. Any ineffectiveness of one or several existing provisions does not affect the effectiveness of the other provisions.

15.3    Verbal or written subsidiary agreements only bind us after written confirmation.

Latest version: 1 August 2021