General terms and conditions (of HoloDimensions – The Spirit of Light hereafter “Contractor”)
I. Scope / Conclusion
Orders are carried out only on the basis of the following conditions. Deviation from these conditions require written confirmation.
1. Our quotation is valid for 3 months from issuance date. Any alterations or changes to our quotation are subject to written confirmation and where necessary require a further quotation reflecting price changes. For orders with delivery to third parties, the customer shall be deemed principal, unless otherwise expressly agreed. The contractor’s prices do not include VAT (this is shown separately). The contractor’s prices are ex-works. Packaging, freight, postage, insurance and other costs of dispatch are charged to the Customer.
2. Additional changes by the customer, including any subsequent resulting machine downtime will be charged to the customer. Costs of subsequent changes including repetitions of holographic products that are requested by the customer due to minor deviations from the draft will be charged to the customer.
3. The production of sketches, designs, holographic sample sentences, holographic proofs, proofs, changes to delivered / transmitted data and similar arrangements will be charged to the customer. This also applies to data transfers (e.g. ISDN / Email / Web Transfer).
1. The first payment shall be made immediately upon receipt of the Contractor’s invoice without any deductions. Without a deviating written agreement, 50 percent is due with the order and the balance on delivery of the goods or services. Any discount agreement shall not apply to freight, postage, insurance or other shipping costs. The invoice will be issued on the day of delivery, partial delivery or for delivery (collectable debt default in acceptance). Bills of exchange shall only be accepted by prior written arrangement and without cash discount.
2. Interest charges and related costs shall be borne by the customer and are payable by the Customer immediately. The contractor is not liable for the timely presentation, protest, notification and return of a dishonored bill, unless he or his vicarious agents have acted with intent or gross negligence.
3. With first order or exceptional inputs we charge 100% as an advance payment.
4. The customer may only withhold payment or part-payment or exercise his right of retention by undisputed or legally established claims.
5. If the fulfillment of the payment claim is endangered because of a significant deterioration in the financial circumstances of the client, unknown at the time of contract signature, the contractor may request advance payment, withhold undelivered work and discontinue work on the order. The contractor has these rights even if the client is in arrears of payment for deliveries, based on the same legal relationship.
6. The interest on overdue payment is at the rate of 7 percent above the applicable base rate, according to the Discount Rate Transition Act published by the Deutsche Bundesbank. The assertion of further damages is not excluded.
1. If the goods are shipped, the risk passes to the buyer once the shipment has been handed over to the transport company or his representative.
2. Delivery dates are valid only if they are expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.
3. If the Contractor is in default of the delivery deadline, a reasonable period of grace must be granted. By non-delivery after the expiry of the grace period, the customer may withdraw from the contract. § 361 BGB remains unaffected.
4. Disruptions – either in the contractor’s business or a supplier’s, such as strikes, lockouts and all other cases of force majeure, only justify termination of the contract when a further delay is not reasonably acceptable for the customer, otherwise the agreed delivery period is extended by the period of delay. Cancellation is only possible however, not earlier than four weeks after the occurrence of the failure described above. The liability of the contractor is excluded in these cases.
5. According to commercial trade rules, the Contractor is entitled to a lien pursuant to § 369 HGB of all labels, packaging, printing and stamp templates, manuscripts, raw materials and other items supplied by the client, until complete fulfillment of all payable claims deriving from the business relationship.
6. Delivery times are subject to the correct and timely delivery by a third party.
V. Retention of title
1. The delivered goods and services remain property of the contractor until full payment of all claims of the Contractor.
2. The following rule applies only to commercial transactions: The delivered goods remain the property of the Contractor until full payment of all existing claims from the date of the invoice against the Customer. The client is only entitled to re-sell in the ordinary course of business. The Customer assigns his claims from the resell herewith to the contractor. The Contractor accepts this conveyance. By arrears, the Customer is committed to inform the Contractor of all such assigned claims. If the value of the existing collateral exceeds the Contractor’s claim by more than 20%, then the Contractor is obliged, at the request of the Customer or a third party affected by the over-collateralization, to release collateral of the contractor’s choice.
3. The property of goods processed or manufactured by the contractor and subsequently delivered to the Customer, remain the Contractor’s property and the contractor is to be regarded as a manufacturer in accordance with § 950 BGB and reserves in any stage of processing, owner of the products. If third parties are involved in the treatment or processing of goods, the contractor is limited to a co-ownership of the reserved goods to the amount of the invoice value. The property thus acquired shall be deemed subject property.
VI. Complaints / warranties
1. The Client shall check the conformity of the goods / film /foils/ labels / holographic products supplied and conscientiously correct primary and intermediate products and proofs. The responsibility of any error remains with the Customer upon his declaration of acceptance of proofs and manufacturing authorization. This does not apply to errors which are only apparent – or occur after – the subsequent production. This applies to all other approvals of the Customer.
2. Complaints are only admissible within one week of receipt of the goods. Hidden defects that are not found by a mandatory immediate examination, must be made within the statutory warranty period.
3. With justified complaints, the contractor is obliged, at his discretion and excluding other claims, to repair and / or replace. In the case of delay, or failed repair or replacement, the Customer may request a reduction of payment (abatement) or cancellation of the contract (rescission).
4. A defect in a part of the delivered goods does not entitle the Customer to reject the entire delivery.
5. In holographic productions in all manufacturing processes, slight deviations from the original shall not be considered a fault. The same applies to the comparison between other templates (e.g. digital proofs, proofs) and the final product.
6. The Contractor shall be liable for deviations in the quality of the materials used up to the amount of the order value.
7. Deliveries (also disk, transferred data) by the customer or by one of his representatives are not subject to mandatory inspection by the contractor. This does not apply to unworkable or unreadable data. For data transmissions, the client must use appropriate current anti-virus programs. Data backup is the sole responsibility of the customer. The contractor is entitled to make a copy.
8. Excess or short deliveries of up to 10% of the ordered quantity shall not be a reason for rejection. The delivered quantity is the basis for invoicing. For deliveries of paper under 1000 kg, excess or short deliveries can be up to 20%, less than 2000 kg, 15% of the ordered quantity.
9. Creative changes, deemed to be necessary and appropriate are at the Contractor’s discretion.
1. The Contractor shall only be liable for damages caused by intentional or grossly negligent acts, the violation of essential contractual obligations where the fulfilment of the contract is at risk, the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act. In case of culpable breach of contract, liability is only for typical contractual and foreseeable damages.
2. The same principles apply to the liability of the vicarious agents of the contractor.
3. Compensation claims must be enforced by suit within three months after a written rejection of the Customer. A later assertion is excluded unless litigation was initiated at that time.
VIII. Commercial usage
1. In commercial transactions, the commercial practices of the plastic and printing industries apply (e.g. no obligation to hand-over intermediate products such as data, lithos, polymers, electrical impressions, embossing or printing plates and cylinders that are created to produce the resulting end product), unless a divergent order was issued in writing.
1. Products belonging to the Customer, especially data and media, are archived beyond the date of delivery of the final product to the Contractor or its vicarious agents only by explicit agreement and remuneration. The insurance of the aforementioned items is the responsibility of the Customer unless otherwise agreed in writing. Insurance premiums are the responsibility of the Customer.
2. In practice, the holographic embossing plates for the simplified re-issue of an article will be archived within the logistical structure of the contractor. This is not an obligation of the Contractor, however.
X. Periodic Processing
1. Contracts for recurring work can be terminated at the end of the month with a period of notice of at least 3 months.
XI. Intellectual Property Rights / Copyright
1. The Customer is solely responsible for violation of the copyrights of third parties, incurred by the execution of his order and their processing. The Customer must indemnify the Contractor of all claims of third parties due to such infringements.
2. The copyright and the right of reproduction of the Contractor’s own designs, originals and associated materials, remain with the Contractor unless explicit alternative provisions have been agreed in writing. Artwork, films, blocks, punches and all the necessary intermediate products in the production process and especially the holographic cylinder and embossing plates also remain the property of the contractor, even when the client has been charged for this.
XII. Court of jurisdiction, validity
1. The court of jurisdiction, when the customer is a business or company within the meaning of the German Commercial Law Book or when he has no general judicial location in Germany, shall be the location of the Contractor for all differences arising out of the contract including cheques, bills of exchange and deeds. German law shall be applied to the contract. UN-Merchant law is excluded.
XIII. Oral arrangements and Salvatorian Clause
1. Agreements and other declarations, especially additional oral arrangements, are only valid when in writing.
2. If there are single provisions in these general terms and conditions which are totally or partially invalid, this shall have no bearing upon the contents and validity of the remaining parts of the document. The contract partners are committed to replace the invalid rule with an alternative which represents the meaning and spirit of these General Terms and Conditions.