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General terms and conditions
I. Area of validity / Contract conclusion
1. Meyle+Mueller GmbH +Co. KG and w&co MediaServices MuenchenGmbH & Co KG GbR (called "contractor" in the following) performs all supplies and services exclusively within the validity of the present General Terms and Conditions of Business. Opposing or diverging conditions of the client are not acknowledged unless the contractor agrees to accept their validity.
2. Offers of the contractor are submitted without engagement and are not binding if they are not explicitly called binding offers.
3. Only written confirmation of the order by the contractor is considered legal and binding. In case of immediate implementation of the order, the invoice as well as the delivery note are considered to be order confirmation. If the client has objections to the content of the order confirmation, he must forthwith contradict it. Otherwise, the contract proceeds according to the terms of the order confirmation.
4. Drawings, illustrations, dimensions, weights and/or other performance criteria are binding only if this is expressly stated in writing.
5. In case of written mistakes and miscalculations as well as web site errors, the contractor is not committed to acceptance of the offer or to execution of the order.
These General Terms and Conditions of Business apply to companies in the sense of the § 14 BGB (German Civil Code) as well as for legal people of the public right.
II. Prices
1. The prices quoted in the contractor's estimate apply, provided that the specifications in the order remain the same as those in the estimate, but no longer than 30 days after submission of the estimate to the client. Where work is to be supplied to a third party, the party placing the order shall be deemed to be the client, provided no other explicit designation has been made. The prices quoted by the contractor are exclusive of any value added taxes.
2. Subsequent amendments made at the client's request, including resulting machine downtime, must be paid for by the client. The repetition of test prints requested by the client due to minor divergences from the master copy is also considered to be a subsequent amendment.
3. Sketches, drafts, test settings, test prints, galley proofs, alterations to delivered or transmitted dates and similar preparatory work initiated by the client will be charged to the client. The same applies to data transmission (e.g. via ISDN).
III. Payment conditions
1. The client can settle his account by bill, credit card or debit advice procedure. The payment of the invoice amount must be cleared strictly net within 14 days after the receipt of the invoice. Any discount granted shall be exclusive of freight, postage, insurance and other shipping costs. The bill shall be drawn on the day of delivery, partial delivery or delivery readiness (debt to be discharged at the domicile of the debtor, default of acceptance).
Bills of exchange are only accepted after specific agreement and shall be cleared without any discount. Interests and expenses must be borne by the client. The client must pay them without delay. The contractor is not liable for the timely presentation, protest, notification or return of a dishonoured bill, provided that he or his vicarious agent did not act with intent or gross negligence.
2. Appropriate advance payment may be required for exceptional extensive preliminary work.
3. The client may only offset undisputed or legally enforceable claims or exercise a right of retention.
4. If the satisfaction of a pecuniary claim is jeopardized by an important degradation of the client's financial circumstances, the contractor is entitled to demand advance payment, retain goods not yet delivered, and suspend the execution of unfinished work. The contractor is also entitled to do this if and when the client enters arrears for the payment of goods delivered to which the same legal relationship pertains.
IV. Delivery
1. If the goods are to be delivered, sole risk passes to the client as soon as the consignment has been handed to the person in charge of the transport.
2. The delivery dates apply only if expressly confirmed by the contractor. If the contract has been concluded in writing, the confirmation of the delivery date must also be in writing.
3. The contractor is liable for damages due to delay in the schedule caused by himself provided he is guilty of intentional or culpable negligence. If no gross negligence can be established the liability for damages caused by delay in the schedule is limited to 0.5% of the reimbursement for each complete week of delay. There is a maximum of 5% of the reimbursement for the part of the supplies and services that cannot be appropriately utilized because of the delay.
4. Operational disturbances in the contractor's or a supplier's company such as strikes, lockouts as well as all other events of force majeure shall only provide sufficient grounds to terminate the contract if the client can no longer reasonably be expected to wait any longer. Otherwise, the delivery date shall be extended in time by the period of the delay. However, the contract may be terminated as early as four weeks after occurrence of the aforementioned operational disturbance. In no event shall the contractor be held liable in such cases.
5. In the ordinary course of business, test prints and stamps, manuscripts, raw materials and other items put at the contractor's disposal by the client are subject to a right of retention according to §369 HGB (German Commercial Code) until all due claims from the business connection are completely fulfilled.
V. Retention of title
1. The delivered goods remain the property of the contractor until payment of all claims. 2. The delivered goods remain the property of the contractor until payments of all claims of the contractor against the client are paid up to the date of the invoice. The client is only entitled to further sale of the delivered goods in the ordinary course of business. The client hereby assigns its claims from further sales to the contractor. The contractor hereby accepts the assignment of such claims. At the latest, when payment is in arrears the client is required to name the debtor of the assigned claim. If the total value of the securities for the contractor exceeds his secured claim by more than 20%, the contractor is required, upon request of the client or of a third party affected by the excess securities of the contractor, to release securities to such extent at the free will of the contractor. 3. In the processing of goods supplied and owned by the contractor, the contractor shall be deemed to be the manufacturer within the meaning of §950 BGB (German Civil Code) and the goods shall remain his property at all stages of the processing. If a third party is involved in the processing, the contractor is co-owner only up to the amount of the invoice price of the goods to which he retains title. The property thus acquired shall be deemed as conditional property.
VI. Complaints and warranty
1. By acceptance or receipt of all supplied goods or services, particularly of initial and intermediate products forwarded for proofreading, the client is obliged to check the items immediately and to reprehend immediately apparent defects in writing to the contractor. Concealed defects must be reprehended in writing immediately after their detection. Otherwise, the supplies or services are deemed to be approved. 2. When a defect has been established to be the liability of the contractor, the contractor is entitled to fulfil his obligations subsequently by either rectifying the defect or replacing the goods at his own option. Should this subsequent fulfilment be refused by the client, aborted, or unreasonable for the contractor, the client is entitled to extensive legal claim. Stipulations according Point VII of the present terms and conditions apply for damage claims. 3. An insignificant decrease in the value or the efficiency of the supplies or services does not justify any claim for material defects. Defects in part of the work supplied do not entitle to submit a claim for the entire work, even if the partial delivery is of interest to the client. 4. No claim may be submitted for minor deviation from the original in colour reproductions during all printing processes. The same applies for the comparison between other proofs (e.g. digital proofs and print proofs) and the final product. 5. For deviation in the appearance and workmanship of the material used, the contractor shall be liable only to the value of the order. 6. The contractor is not required to inspect deliveries (including data media or transferred data) by the client or a third party on the client's behalf. This shall not apply for obvious unprocessable or unreadable data. Prior to data transfers, the client shall be required to apply state-of-the-art protective programs against computer viruses. The client shall be solely responsible for data security. The contractor is entitled to make a copy. 7. No claim can be made for deliveries of quantities that exceed of fall short by 10% the quantity of copies originally ordered. Only the quantity delivered shall be charged. For deliveries made on the basis of paper manufactured to the client's specifications, this margin shall be increased to 20% for deliveries of less than 1,000 kg and to 15% for deliveries of less than 2,000 kg. 8. Claims for defects by the client become time-barred 12 months after delivery of the goods or performance of the service. The period of prescription provided for by the law applies however in case of § 438 Art. 1 no. 2 of BGB (German Civil Code), in case of fraudulent concealment of a defect and in case of recourse of the contractor (§ 479 BGB).
VII. Compensation for damages / restriction of liability
1. The contractor is liable provided he is guilty of intentional or culpable negligence. He is only liable for minor negligence if essential contractual obligations have been violated, which arise from the nature of the contract or the violation of which would jeopardize the attainability of the purpose of the contract. For the rest, the client may submit no claim for compensation on whatever legal grounds, particularly such based on the violation of obligations by the conclusion of the contract or on the violation of collateral obligations as well as on warranty.
2. The client shall exercise a claim for damages within 4 months after written refusal of the contractor by taking legal action. A subsequent submission is excluded unless an autonomous procedure of taking evidence has been initiated.
3. The aforementioned restriction of liability according to point no. 1 and no. 2 does not apply for claims resulting from the product liability law, for incipient incapacity or impossibility which the contractor has to account for as well as for the absence of features which have been expressly warranted and should have protected the client against the occurred damage.
VIII. Custom of the trade
In business transactions the customs of the printing industry trade shall apply (e.g. the restitution of semi-finished products such as data, lithographies or printing plates prepared for the production of the ordered final product is not compulsory), provided the contract does not specify otherwise.
IX. Protection of data privacy
All personal data are confidentially dealt with. The data required for the commercial transaction are stored and where necessary in the purchase order processing transmitted to connected companies. Furthermore the data are circulated for the purpose of credit check and supervision of creditworthiness to business companies as well as where required to the Schufa (German federal credit investigation company) and other financial information service agencies. Data processing protection concerns are accounted for according to legal requirements.
X. Archival storage
Only under express agreement and against special reimbursement shall products to which the client is entitled, particularly data and data carriers, be archived by the contractor beyond the time of handing over the final product to the client or persons employed by him in performing an obligation. If the pre-specified items are to be insured, the client himself must provide for it where there is no agreement.
XI. Commercial property rights / Copyright
The client alone shall be liable if in the execution of his order the rights of third parties are infringed upon, particularly copyrights. The client must exempt the contractor from all third party claims arising from any such infringement of rights.
XII. Alterations / Modifications
1. The contractor is entitled at any time to modify the utilization conditions of the offer concerning the object of the contract. The contractor must notify the client of the alterations. If the client makes use of the offer after notification of the alterations, he herewith accepts the alterations. 2. The validity of every older version of the general terms and conditions of business are forfeited with the publication of an up-dated version.
XIII. Place of performance and of jurisdiction, applicable law
1. The place of performance for delivery and payment shall be Munich for both parties.
2. The place of jurisdiction for all legal disputes arising from the contract including its conclusion and its validity shall be Pforzheim for both parties if they are merchants. The contractor is at his own option also entitled to file suit at the registered office of the client.