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.
 
Version dated: 01/09/2015