I. Scope of Application/Conclusion of Contract
Orders shall be executed exclusively on the basis of the following terms and conditions. Any deviating provisions shall require written confirmation.
1. The prices quoted in the Contractor's offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged, but no longer than three months after receipt of the offer by the Purchaser. In the case of orders with delivery to third parties, the Purchaser shall be deemed to be the Customer, unless otherwise expressly agreed. The Contractor's prices do not include value added tax (which shall be shown separately). The Contractor's prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.
2. Subsequent changes at the instigation of the Customer, including the machine downtime caused thereby, shall be charged to the Customer. Subsequent changes also include repetitions of holographic products requested by the Client due to minor deviations from the original.
3. Sketches, drafts, holographic test sets, holographic test prints, proofs, changes to supplied/transferred data and similar preliminary work initiated by the Client will be charged. The same applies to data transfers (e.g. via ISDN / email / web transfer).
1. Payment shall be made immediately upon receipt of the invoice without any deductions. As a rule, 50% is due upon placing the order, 50% upon delivery of the goods. Any discount agreement does not apply to freight, postage, insurance or other shipping costs. The invoice will be issued under the date of delivery, partial delivery or readiness for delivery (debt to be collected, default of acceptance). Bills of exchange shall only be accepted by special agreement and on account of payment without granting a discount.
2. Interest and expenses shall be borne by the customer. They are to be paid immediately by the customer. The Contractor shall not be liable for the timely presentation, protest, notification and return of the bill of exchange in the event of dishonor, unless the Contractor or its vicarious agents are guilty of intent or gross negligence.
3. For initial and special orders, 100% advance payment must be made. In the case of extraordinary advance payments, reasonable advance payments may be required.
4. The client may only offset or exercise a right of retention against an undisputed or legally established claim.
5. If the fulfillment of the payment claim is endangered due to a significant deterioration of the financial situation of the Customer that becomes known after the conclusion of the contract, the Contractor may demand advance payment, retain goods that have not yet been delivered and stop further work. The Contractor shall also be entitled to these rights if the Customer is in default of payment for deliveries based on the same legal relationship.
6. In the event of default in payment, interest on arrears shall be payable at a rate of 7% above the respective base interest rate published by the Deutsche Bundesbank in accordance with the Discount Rate Transition Act. This does not exclude the assertion of further damage caused by default.
1. If the goods are to be shipped, the risk shall pass to the customer as soon as the consignment has been handed over to the person or company carrying out the transport.
2. Delivery dates are only valid 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, it shall first be granted a reasonable grace period. After fruitless expiry of the grace period, the Customer may withdraw from the contract. § Section 361 of the German Civil Code shall remain unaffected.
4. Operational disruptions - both in the Contractor's business and in that of a supplier - such as strikes, lockouts and all other cases of force majeure, shall only entitle the Customer to terminate the contract if it can no longer be expected of the Customer to wait any longer, otherwise the agreed delivery period shall be extended by the duration of the delay. However, termination is possible at the earliest four weeks after the occurrence of the operational disruption described above. Any liability of the Contractor shall be excluded in such cases.
5. In commercial transactions, the Contractor shall be entitled to a right of retention in accordance with § 369 of the German Commercial Code (HGB) in respect of foils, labels, packaging, printing and stamping templates, manuscripts, raw materials and other items supplied by the Customer until all due claims arising from the business relationship have been satisfied in full.
6. Delivery dates are subject to correct and timely delivery by third parties.
V. Retention of title
1. The delivered goods remain the property of the contractor until full payment has been made.
2. The following provision shall apply only in commercial transactions: The delivered goods shall remain the property of the Contractor until full payment of all claims of the Contractor against the Customer existing on the invoice date. The Customer shall only be entitled to resell the goods in the ordinary course of business. The Customer hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment. In the event of default at the latest, the Customer shall be obliged to name the debtor of the assigned claim. If the value of the securities existing for the Contractor exceeds its claim by more than 20% in total, the Contractor shall be obliged to release securities of the Contractor's choice at the request of the Customer or a third party affected by the Contractor's excess security.
3. In case of treatment or processing of goods delivered by the Contractor and owned by it, the Contractor shall be deemed to be the manufacturer pursuant to § 950 BGB (German Civil Code) and shall retain ownership of the products at any time of processing. If third parties are involved in the treatment or processing, the Contractor shall be limited to a co-ownership share in the amount of the invoice value of the reserved goods. The property thus acquired shall be deemed to be reserved property.
1. The client must check the contractual conformity of the delivered goods / foils / labels / holographic products as well as the preliminary and intermediate products sent for correction in every case. The risk of any errors shall pass to the Client upon the declaration of readiness for printing / readiness for production, unless these are errors which only occurred or could only be detected in the production process following the declaration of readiness for printing / readiness for production. The same applies to all other release declarations of the customer.
2. Complaints are only admissible within one week after receipt of the goods. Hidden defects which cannot be found after immediate inspection must be claimed within the statutory warranty period.
3. In the event of justified complaints, the Contractor shall be obliged, at its discretion, to the exclusion of other claims, to rectify the defect and/or make a replacement delivery. In the event of delayed, omitted or unsuccessful rectification or replacement delivery, the Customer may demand a reduction of the remuneration (abatement) or rescission of the contract (redhibition).
4. Defects in a part of the delivered goods do not entitle the client to complain about the entire delivery.
5. In the case of holographic productions in all manufacturing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between other originals (e.g. digital proofs, press proofs) and the final product.
6. The contractor shall only be liable for deviations in the quality of the material used up to the amount of the order value.
7.Deliveries (including data carriers, transmitted data) by the Client or by a third party engaged by him shall not be subject to any duty of inspection on the part of the Contractor. This does not apply to data that is obviously not processable or not readable. In the case of data transmissions, the Client shall use state-of-the-art computer virus protection programs prior to transmission. Data backup is the sole responsibility of the client. The contractor is entitled to make a copy.
8. Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to. The quantity delivered shall be invoiced. In the case of deliveries of paper custom-made under 1,000 kg, the percentage increases to 20 %, under 2,000 kg to 15 %.
9. The contractor reserves the right to make any design changes that he deems appropriate.
1. The Contractor shall only be liable for damages caused by intentional or grossly negligent actions, as well as in the event of a breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act. In the event of culpable breach of essential contractual obligations, liability shall be limited to foreseeable damage typical of the contract.
2. The same principles shall apply to the liability of the Contractor's vicarious agents and assistants.
3. If claims for damages are asserted, they must be asserted by legal action within three months of the Contractor's written rejection. A later assertion is excluded, unless a procedure for the preservation of evidence has been initiated.
VIII. Commercial practice
1. In commercial dealings, the commercial customs of the plastics and printing industry shall apply (e.g. no obligation to surrender intermediate products such as data, lithos, polymers, galvanic impressions, embossing or printing plates and cylinders created for the manufacture of the final product owed), unless a deviating order has been placed.
1. Products due to the Customer, in particular data and data carriers, shall only be archived beyond the time of handover of the end product to the Contractor or its vicarious agents if this has been expressly agreed and in return for special remuneration. If the aforementioned items are to be insured, the Client must arrange for this himself in the absence of an agreement.
2. In practice, the holographic embossing plates are archived within the logistic structure of the Contractor for the purpose of simplified reprinting of a product. However, there is no obligation to do so.
X. Periodical works
1. Contracts for periodical works may be terminated with a notice period of at least 3 months to the end of a month.
XI. Industrial property rights/copyright
1. The Client shall be solely liable if the rights of third parties, in particular copyrights, are infringed by the execution of its order and the processing of its templates. The Client shall indemnify the Contractor against all claims by third parties on account of such infringement of rights.
2. The copyright and the right of reproduction of own drafts, originals and the like shall remain with the Contractor subject to express provisions to the contrary. Final artwork, films, printing plates, punches as well as all necessary intermediate products in the holographic manufacturing process and especially the holographic embossing plates and cylinders remain the property of the Contractor even if the Client has been charged any costs for them.
XII Place of Performance, Jurisdiction, Effectiveness
1. The place of performance and jurisdiction for all disputes arising from the contractual relationship, including proceedings involving checks, bills of exchange and documents, shall be the Contractor's registered office if the Client is a merchant or a company within the meaning of the German Commercial Code (HGB) or has no general place of jurisdiction in Germany. German law shall apply to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods is excluded.
2. Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
XIII Verbal Collateral Agreements and Severability Clause
1. Verbal collateral agreements shall only become effective if they are confirmed by the Contractor. This shall also apply to any amendment of this provision.
2. If one or more provisions of these General Terms and Conditions are or become invalid, the remaining provisions shall remain unaffected. The parties are rather obliged to replace the ineffective provision by the provision which comes closest to the intention expressed in these general terms and conditions.
HoloDimensions - The Spirit of Light
In de Butz 4 - 22967 Tremsbüttel
TEL. +49 4531 89 70 317
Licensee / Partner in Germany
starcode Labelling Technology GmbH&Co.KG
Celtic ring 10
82041 Oberhaching - Germany
TEL. +49 89 638 927 15
42699 Solingen - Germany
TEL. 49 (0)212 33 99 0
Alte Landstr. 21
85521 Ottobrunn - Germany
TEL. +49 89 215 380 77
HOLOGRAMS - LABELS - STICKERS
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