Terms of service

General terms and conditions of business, delivery and payment

 

 

§1 General (1) The following conditions are part of the contract concluded with us. (2) The latest version of our general terms and conditions of sale also apply to all subsequent transactions, without this having to be explicitly mentioned or agreed upon when they were concluded. (3) We hereby object to counter-confirmations, counter-offers or other references by the buyer, referring to his terms and conditions; deviating conditions of the buyer apply only if we have confirmed this in writing. (4) The buyer may only assign claims from legal transactions concluded with us with our express consent.

 

 

§2 offers; Orders (1) Our offers are always subject to confirmation - especially in terms of quantity, price and delivery time. (2) Orders of the buyer are only considered accepted if IMAX Consulting has confirmed in writing. If we do not confirm a contract concluded verbally or by telephone in writing, the invoice we issue will count as confirmation.

 

 

§3 Prices (1) Our prices are exclusive of VAT applicable at the time of delivery. (2) If additional or increased charges - in particular customs duties, levy, currency adjustment - are incurred between the conclusion of the contract and delivery due to changed legal standards, we are entitled to increase the agreed purchase price accordingly. The same applies to examination fees. (3) If there is a significant change in raw material prices (in particular paper or plastic) in contracts with a binding party for more than 3 months or in the case of permanent obligations, at least 10% after submission of the offer / conclusion of the contract the contractor is entitled to increase the agreed prices by the proportionate additional expenditure. The client receives notification of this. This applies accordingly to price reductions.

 

 

§4 shipping; Delivery (1) The goods always travel uninsured and in any case at the risk of the buyer. This also applies to freight-free delivery and regardless of which means of transport is used. Transport insurance is only taken out at the express request of the buyer. Costs arising from this are borne solely by the buyer. (2) In the absence of a written agreement to the contrary, we will choose the place of dispatch and the means of funding as well as the means of transport at our best discretion, without assuming liability for the cheapest and fastest transportation. (3) If the buyer provides the means of transport, he is responsible for the timely provision. Any delays must be reported to us in good time. The buyer bears the resulting costs. (4) We are entitled to make reasonable partial deliveries. (5) Our delivery obligation is always subject to timely and proper delivery. (6) The specified delivery and unloading times are always non-binding unless otherwise expressly agreed in writing. (7) Delivery obstacles due to force majeure or due to unforeseen events for which we are not responsible, such as operational disruptions, strikes, lockouts, official orders, subsequent cessation of export or import options as well as our own delivery reservation acc. Paragraph (5) above releases us from the obligation to adhere to somewhat agreed delivery or unloading times for the duration and extent of their effects. They also entitle us to withdraw from the contract without the buyer being entitled to compensation or other claims. (8) If an agreed delivery or unloading time is exceeded without an obstacle to delivery according to (7) above, the buyer must grant us a reasonable grace period of at least four weeks in writing. If we also culpably fail to meet this grace period, the buyer is entitled to withdraw from the contract, but not to assert claims for damages arising from non-performance or delay, unless we act with intent or gross negligence.

 

§5 Obligation to inspect and give notice of defects (1) The buyer is obliged to inspect the goods immediately upon delivery to the agreed destination or in the case of self-collection when they are taken over (a) for number of items, weights and packaging and any complaints on the delivery note or To note the consignment note or the receipt / outsourcing note, and (b) to carry out a quality control, at least on a sample basis, representatively, by opening the packaging (boxes, sacks, cans, foils, etc.) to a reasonable extent and the goods themselves according to their external appearance (2) When notifying defects, the buyer must observe the following forms and deadlines: (a) The complaint must be made by the end of the working day following the delivery of the goods to the agreed destination or their acceptance . In the case of a complaint about a hidden defect, which despite the proper initial inspection according to Paragraph (1) above remains undetected, a different deadline applies, according to which the complaint must be made by the end of the working day following the determination, but at the latest within two weeks after delivery of the goods or their acceptance. (b) The complaint must reach us in writing, telegraphically, by telex or by fax within the aforementioned deadlines. A notice of defects by telephone is not sufficient. Complaints to sales representatives, brokers or agents are irrelevant. (c) The complaint must clearly indicate the type and scope of the alleged defect. (d) The buyer is obliged to keep the rejected goods ready for inspection by us, our supplier or experts commissioned by us. (3) Complaints regarding the number of pieces of packaging for the goods are excluded if there is no required note on the delivery note or consignment note or receipt that is required in accordance with Paragraph (1) (a). Furthermore, any complaint is excluded as soon as the buyer has mixed, re-used, resold or started working or processing the delivered goods. (4) Goods that are not complained about in due time and form are deemed to have been approved and accepted.

 

 

§6 warranty; Limitation of liability (1) In the event of complaints made in due form and on time and objectively justified, the buyer has the right to request a reduction in the purchase price, but subject to our right to take back the faulty goods instead. (2) The buyer is not entitled to further rights and claims. In particular, we are not liable to the buyer for damages due to non-fulfillment or poor performance, unless the goods delivered by us lack a property that we have expressly assured or unless we have acted with intent or gross negligence.

 

 

§7 Payment (1) Our purchase price claims are generally due for payment “net cash” and without any deduction immediately after receipt of the invoice, unless another payment term is agreed in writing. (2) We accept bills of exchange or checks only on the basis of a special agreement and always only on account of payment. Discount and bill charges are borne by the buyer and are due immediately. (3) If the invoice amount is not settled within a maximum of 10 calendar days from the invoice date or on another due date, we are entitled to charge interest on arrears at a proven amount, but at least 7% above the basic interest rate of the ECB, without the need for a special reminder . (4) If the buyer is no longer able to conduct his business properly, in particular he is seized, a check or bill protest takes place or payment is halted or even discontinued, or he requests a judicial or extrajudicial settlement procedure or bankruptcy proceedings relating to him or a procedure after of the bankruptcy order, we are entitled to immediately call all of our claims from the business relationship due, even if we have accepted bills of exchange or checks. The same applies if the buyer is in arrears with his payments to us or if other circumstances become known that make his creditworthiness doubtful. In such a case, we are also entitled to request advance payments or security or to withdraw from the contract. (5) The buyer is only entitled to set-off, retention or reduction if the counterclaims he has asserted in this regard have been legally established or have been expressly recognized by us.

 

§8 Obligations under the Packaging Ordinance (1) If the contractor brings on behalf of the client to the products of a comprehensive system i.S.v. Section 6 (3) of the Packaging Ordinance (VerpackV) e.g. "The Green Dot" on, the customer is considered the "distributor" of the sign i.S.d. VerpackV and must therefore pay the fees directly to the nationwide system. (2) If the client violates the provisions of the Packaging Ordinance and the contractor is therefore called upon, the client is obliged to reimburse the contractor for all expenses incurred in this connection. (3) If the packaging is service packaging filled with goods i.S.v. § 3 Para. 1 No. 2 Clause 2 of the Packaging Ordinance, which typically accrue to private end consumers and which are brought into circulation by the client for the first time, this applies to the above under No. 1 regulates accordingly if the client takes part in a system himself. If the customer demands from the contractor in accordance with section 6 (1) sentence 2 of the Packaging Ordinance, that the contractor participates in one or more systems in accordance with section 6 (3) of the Packaging Ordinance with regard to the service packaging supplied by the contractor and in accordance with section 10 (3) If the Packaging Ordinance makes a corresponding declaration of completeness for the Contractor, the following applies: (a) The Contractor will only assume the obligation under Section 6 Paragraph 1 Clause 2 Packaging Ordinance and Section 10 Paragraph 3 Packaging Ordinance if the Client is the Contractor requests this in writing. In this case, the contractor must confirm this written request to the client in writing. (b) If the contractor takes over the participation in a system according to Section 6 (3) of the Packaging Ordinance and submission of the declaration of completeness in accordance with Section 10 (3) of the Packaging Ordinance, the client is obliged to pay the contractor the resulting costs, namely the costs including the administrative effort for using the area-covering system in accordance with Section 6 (3). 3 of the Packaging Ordinance (e.g. dual system) as well as the costs for submitting the declaration of completeness and - if desired - the costs for applying the sign of a comprehensive system such as B. To fully reimburse "The Green Dot". (c) The costs for the takeover, the use of a comprehensive system, for the submission of the declaration of completeness, the administrative effort, and - if desired - the costs for the application of the sign of a comprehensive system such. B. "The Green Dot" will be shown to the customer separately with each delivery of the service packaging on the invoice. The basis is the fee schedule for the area-wide system used. (d) The contractor is free to choose the area-wide system.

 

§9 Printing (1) The contractor uses standard printing inks for printing. If there are special demands on the colors, e.g. high lightfastness, alkali fastness, abrasion resistance, suitability for contact with food, etc., the customer must specifically point this out when placing the order. No liability can be assumed for the lightfastness of the material and printing inks, since the raw material and color suppliers also accept no liability for the lightfastness of the colors. No guarantee can be given for the abrasion resistance of the printing inks. The contractor reserves the right to make minor deviations in color, provided these are customary in the trade. They do not entitle the client to refuse to accept the goods or to reduce the price. Proofs will be submitted before printing if the client expressly requests this or if the contractor deems it necessary. (2) For fabric and plastic products, the contractor cannot assume any liability for migration of plasticizers or similar migration phenomena and for the consequences derived therefrom. Insofar as the contractor deviates from IX no. 2 S. 1 XIII of these conditions is liable. (3) The contractor is not responsible for the consequences of errors in the "Filmmasters" or other similar materials, which the client has given him for printing the uniform goods code or another similar code, nor for the difficulties or their consequences, that can occur when using the printed code. The "Filmmasters" supplied by the client are also to be understood as the print flags of print work approved by the client which contain a uniform goods code. (4) The EAN barcode is printed according to the state of the art and under (5) The contractor is not liable for defects that arise from printing plates and printing templates provided by the client and / or his vicarious agents and / or assistants. If the contractor ascertains text or image errors during production and the production is interrupted or interrupted as a result, the customer bears the additional costs associated with this.

 

 

§10 Material, design and tolerances (1) Recycling raw materials are carefully selected by the contractor. Regenerate films and recycled paper and fabrics can nevertheless vary from batch to batch in terms of surface quality, color, purity, smell and physical values, which do not entitle the customer to complain. However, the contractor undertakes to assign any warranty and / or damage claims to the customer to the customer due to the nature of the regenerated films, recycled paper and materials. (2) Deviations in the basis weight are to be tolerated by the customer to the same extent as they are to be tolerated by the contractor according to the delivery conditions of the producers of the materials used.

 

§11 Retention of title (1) The goods delivered by us remain our property until the buyer has settled all claims from the business relationship - including balance claims from current account and from refinancing or reversals. (2) The buyer is entitled to the goods delivered by us to sell in the ordinary course of business. The authorization granted hereafter expires in particular in the cases mentioned in § 8 (4) above. In addition, we are entitled to revoke the buyer's authorization to sell by means of a written declaration if the buyer defaults on his obligations to us and in particular with his payments, or if other circumstances become known that make his creditworthiness doubtful. (3) For the right of the buyer to process the goods delivered by us, the restrictions of paragraph 2 above apply accordingly. Through processing, the buyer does not acquire ownership of all or part of the manufactured goods; The processing is carried out free of charge exclusively for us as a manufacturer within the meaning of § 950 BGB. Should our retention of title nevertheless expire due to any circumstance, the buyer and we are already in agreement that the ownership of the goods is transferred to us with the processing, we accept the transfer of ownership and the buyer remains the free custodian of the goods. (4) If our reserved goods are processed or inseparably mixed with goods that are still owned by third parties, we acquire co-ownership of the new items or mixed stock. The extent of the co-ownership results from the ratio of the invoice value of the reserved goods delivered by us to the invoice value of the other goods. (5) Goods on which we are acc. the preceding paragraphs (3) and (4) acquire ownership or co-ownership apply, as do those pursuant to The above paragraph (1) goods delivered under retention of title, as reserved goods in the sense of the following provisions. (6) The buyer hereby assigns the claims from a resale of the reserved goods to us. The claims from a resale also include the claim against the bank that opened or confirmed a letter of credit in favor of the buyer (= reseller) as part of the resale. We accept this assignment. If the goods subject to retention of title are a processed product or a mixed stock, which in addition to the goods delivered by us only contain items that either belonged to the buyer or were only delivered to him by third parties under the so-called simple retention of title the buyer transfers the entire claim from the resale of the goods to us. In the other case, i.e. when pre-assignments to us and other suppliers meet, we are entitled to a fraction of the proceeds from the sale, in accordance with the ratio of the invoice value of our goods to the invoice value of the other processed or mixed goods. (7) Insofar as our claims are secured beyond doubt by more than 125% of the assignments or reservations stated above, the excess of outstanding amounts or the goods subject to retention of title will be released at our request upon our selection. (8) The buyer is authorized to collect the outstanding amounts from the resale of the goods. This direct debit authorization does not apply if the buyer no longer has a proper course of business as defined in § 8 (4). In addition, we can revoke the buyer's direct debit authorization if the buyer defaults on his obligations to us, in particular his payments, or if other circumstances become known that make his creditworthiness doubtful. If the direct debit authorization lapses or if we revoke it, the buyer must inform us immediately at our request of the debtors of the assigned claims and provide us with the information and documents required for the direct debit. (9) If third parties access our goods subject to retention of title or the outstanding amounts assigned to us, the buyer is obliged to point out our property / our right and to inform us immediately. The buyer bears the cost of an intervention. (10) In the event of behavior contrary to the contract, in particular delay in payment, the buyer is obliged, upon our first request, to surrender the goods subject to retention of title and to transfer any claims against third parties due to the goods subject to retention of title. The withdrawal and the attachment of goods subject to retention of title by us does not constitute a withdrawal from the contract. (11) In the cases of § 8 (4), we can require the buyer to provide us with the resulting resale and acc. § 9 (6) announces claims assigned to us and their debtors. We are then entitled to disclose the assignment at our discretion.

 

 

§12 Industrial property rights An examination of whether the documents provided by the client violate the rights of third parties, in particular copyrights, industrial property rights (designs, patents, utility models, trademarks) is the responsibility of the client. If the contractor is used by third parties because of the use, exploitation or reproduction of the documents and / or templates provided by the customer due to the violation of copyrights and / or industrial property rights or because of the violation of the law against unfair competition, the customer has the To assist the contractor in the defense against this violation and to compensate for all damage, including legal and litigation costs, which the contractor incurs as a result.

 

 

§13 Warehousing (1) If an agreement has been reached to set up a call-off warehouse, the client will assume all warehouse management costs (storage and retrieval costs, goods insurance costs or monthly storage costs) unless otherwise agreed in writing. (2) The maximum storage period is 12 months after receipt of the goods in the warehouse. IMAX is entitled to deliver the goods to the customer in full and to invoice them after the deadline. (3) In the event of a negative change in the credit rating by a recognized credit agency or in the event of partial or complete cancellation of the commercial credit insurance by our credit insurer, IMAX is entitled to deliver the entire stored goods to the client immediately and to invoice them.

 

 

§14 final provisions (1) Place of performance for the delivery of the goods is the respective destination. (2) In our favor, Koblenz is the place of jurisdiction for all disputes arising from the contractual relationship. (3) The law of the Federal Republic of Germany applies. International sales law is excluded. This also applies expressly to the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). (4) The ineffectiveness of individual provisions of these general sales conditions does not affect the effectiveness of the other regulations. Ineffective provisions are considered to be replaced by such effective regulations that are suitable to achieve the economic purpose of the omitted regulation as far as possible