General terms and conditions

 

§ 1 - Validity

All our services and offers are provided exclusively on the basis of these General Terms and Conditions (hereinafter referred to as GTC). They are an integral part of all contracts that we conclude with the customer for the services offered by us. They shall also apply to all future services or offers to the customer, even if they are not separately agreed upon again.

Terms and conditions of the customer or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

 

§ 2 - Offer and conclusion of contract

All our offers are subject to change without notice and are non-binding, unless they are expressly marked as binding or contain a specific acceptance period. We may accept orders, assignments and offers from the customer within fourteen days of receipt, regardless of the form in which the customer places the order, assignment or offer. This shall also apply in particular to orders, contracts and offers of the customer which are submitted to us via the Internet or by e-mail. If we perform the service or invoice services, this shall be deemed to be acceptance if no express acceptance has been made by us by that time.

The legal relationship between us and the customer shall be governed solely by the contract concluded with the customer, including these General Terms and Conditions, depending on the type and scope of the service. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by us or our employees prior to the conclusion of this contract are not legally binding.

Additions and amendments to the agreements made, including these GTC, must be in writing to be effective. Transmission by telefax shall be sufficient to comply with the written form requirement; otherwise, transmission by telecommunication, in particular by e-mail, shall not be sufficient. With the exception of managing directors or authorized signatories, our employees are not entitled to make additions or amendments to agreements already concluded.

Our information on the object of performance as well as our representations of the same are only approximately authoritative, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the performance. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements are permissible insofar as they do not impair the usability for the contractually intended purpose. This applies in particular to our color management services: Color deviations are to be accepted by the customer within the - measured by the state of the art - usual framework.    

We retain ownership or copyright of all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogs, models, templates, files and other documents and aids made available to the customer. The customer may not make these available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties, or reproduce them without our express consent.

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§ 3 - Prices and payment

The prices apply to the scope of services agreed in the contract. Additional or special services will be charged separately. The prices are in Euro plus any shipping and packaging costs as well as the statutory value added tax. Invoice amounts are to be paid immediately, but no later than 10 days after receipt of the invoice, without any deductions, unless otherwise agreed. The date of receipt by us shall be decisive for the date of payment. Cheques shall only be considered as payment after they have been cashed. Reminder fees shall be due immediately, but no later than 5 days after the payment reminder has been sent, at the hourly rate applicable at the time of the reminder. Offsetting with counterclaims of the customer or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established. We shall be entitled to perform or provide outstanding services only against advance payment or provision of security if, after the conclusion of the contract, we become aware of circumstances which are likely to substantially reduce the creditworthiness of the customer and as a result of which the payment of our outstanding claims by the customer under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardized.

 

§ 4 - Time of performance

Time limits and deadlines for our services promised by us shall always apply only approximately, unless a fixed time limit or a fixed deadline has been expressly promised or agreed.

We may - without prejudice to our rights arising from default on the part of the customer - demand from the customer an extension of performance periods or a postponement of performance dates by the period during which the customer fails to meet its contractual obligations towards us.

We shall not be liable for impossibility of performance or for delays in performance insofar as these have been caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible. If such events make it considerably more difficult or impossible for us to perform and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the performance deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the service as a result of the delay, he may withdraw from the contract by giving us immediate written notice.

If we are in default with a performance or if a performance becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with § 9 of these GTC.

 

§ 5 - Place of performance, dispatch, transfer of risk

Place of performance for all obligations arising from the contractual relationship is Munich, unless otherwise agreed.

If our performance is dispatched at the request of the customer or on the basis of an agreement, the mode of dispatch and the packaging shall be subject to our dutiful discretion. In this case, the risk shall pass to the customer at the latest when the object of performance is handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. If the shipment or the handover is delayed due to a circumstance the cause of which lies with the customer, the risk shall pass to the customer from the day on which the object of performance is ready for shipment and we have notified the customer of this.

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§ 6 - Warranty, defects

The warranty period for our services is one year, insofar as the customer is entitled to warranty rights for our services in accordance with the statutory regulations.

In such cases, the customer shall be obliged to carefully inspect our services for any defects immediately after handover. Our services shall be deemed to have been approved if we have not received a written notice of defect with regard to obvious defects or other defects which were identifiable during an immediate, careful inspection within seven working days of handover or otherwise within seven working days of the discovery of the defect or any earlier point in time at which the defect was identifiable for the customer during normal use of our service without closer inspection.

In the event of defects, we shall in such cases first be obliged and entitled to rectify the defect or provide a replacement, at our discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement, the customer may withdraw from the contract or reduce the price appropriately.

If a defect in these cases is based on our fault, the customer may claim damages under the conditions specified in § 9.

In the event of defects in performance parts of other manufacturers which we cannot remedy for licensing or factual reasons, we shall, at our discretion, assert warranty claims against the manufacturers or suppliers for the account of the customer or assign them to the customer. Warranty claims against us shall only exist in the case of such defects under the other conditions and in accordance with these General Terms and Conditions if the legal enforcement of the aforementioned claims against the manufacturer or supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations for the relevant warranty claims of the customer against us shall be suspended.

The warranty shall lapse in such cases if the customer modifies the object of performance or has it modified by third parties without our consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.

 

§ 7 - Duties to cooperate

Depending on the type of service to be provided by us, the customer may be required to cooperate. In this respect, the customer shall be obliged to provide any requirements and necessary acts of cooperation in a timely manner and in accordance with the requirements in order to enable us to provide the service properly. In particular, this may in individual cases require the provision or supply of information, documents, working environments or the release or correction of interim results produced by us.

If we are unable to perform our services because the customer fails to provide the required cooperation in full or on time, we may withdraw from the contract if we have previously requested the customer in writing to provide the cooperation within a reasonable period and the cooperation is not provided within the period for reasons for which we are not responsible. In such cases, we shall still be entitled to demand the agreed remuneration.

Any additional costs incurred due to a lack of cooperation or any damage incurred by us as a result shall be reimbursed separately by the customer.

If the customer provides us with documents, drawings, data, objects or media of any kind in fulfillment of these acts of cooperation or prior to conclusion of the contract, the customer must insure these against theft, damage or loss at its own expense and ensure that they can be reproduced, in particular by making copies. If the customer fails to do so, he shall bear any disadvantages resulting therefrom.    

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§ 8 - Industrial property rights

In accordance with this § 8, we warrant that our services are either free of industrial property rights or copyrights of third parties, or that we are the owner of such industrial property rights and copyrights which are required in each case for the contractual use of our services. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it on account of the infringement of such rights.

In the event that our performance infringes an industrial property right or copyright of a third party, we shall, at our discretion and at our expense, modify or replace the performance in such a way that the rights of third parties are no longer infringed, but the performance continues to fulfill the contractually agreed functions, or procure the right of use for the customer by concluding a license agreement. If we do not succeed in doing so within a reasonable period of time, the customer shall be entitled to withdraw from the contract or to reduce the price appropriately. Any claims for damages on the part of the customer shall be subject to the restrictions of § 9 of these General Terms and Conditions.

In the event of infringements of rights by products of other manufacturers supplied by us, we shall, at our discretion, assert our claims against the manufacturers and upstream suppliers for the account of the customer or assign them to the customer. In such cases, claims against us shall only exist if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

If we grant licenses to the customer, these shall always be non-exclusive licenses, unless otherwise agreed, which the customer may not transfer to third parties without prior consent.

 

§ 9 - Liability for damages due to fault

Our liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect performance, breach of contract, breach of duties during contractual negotiations and tort, shall be limited in accordance with the provisions of this § 9, insofar as fault is involved in each case.

We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are - depending on the type and scope of the agreed services - the obligation to timely perform the object of performance free of material defects as well as consulting, protection and custody obligations which are intended to enable the customer to use the object of performance in accordance with the contract or which are intended to protect the life or limb of the customer's personnel or to protect the customer's property from significant damage.

Insofar as we are liable on the merits for damages in accordance with the above paragraph (§ 9 lit. b)), our liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which we should have foreseen if we had exercised due care. Indirect damage and consequential damage resulting from defects in the subject matter of performance shall also only be compensable insofar as such damage is typically to be expected when the goods are used for their intended purpose.

In the event of liability for simple negligence, our liability to pay compensation for damage to property and further financial losses resulting therefrom shall be limited to an amount of € 3 million per case of damage (corresponding to the current sum insured under our liability insurance), even if this involves a breach of material contractual obligations.

The above exclusions and limitations of liability shall apply to the same extent in favor of our corporate bodies, legal representatives, employees and other vicarious agents.

Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be done free of charge and to the exclusion of any liability.

The limitations of this § 9 shall not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

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§ 10 - Data protection

We strictly adhere to the legal provisions of the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG) when collecting, processing and using data.

Personal data is processed in the context of order processing or provision of the service. For this purpose, we also forward the necessary data to service providers in individual cases. For this case of order data processing, the conditions for order data processing based on § 11 BDSG apply in addition, which are handed over separately.

For the purpose of our own credit check and credit assessment, we may obtain credit information from credit agencies.

Data subjects within the meaning of the BDSG have a right to object to the use or transfer of their data for advertising purposes. The advertising objection can be declared by written or verbal statement to the responsible office named in the imprint.

 

§ 11 - Final provisions

The place of jurisdiction for any disputes arising from the business relationship between us and the customer shall be, at our discretion, our registered office or the registered office of the customer. Munich shall be the exclusive place of jurisdiction for actions against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

The relations between us and the customer are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

Insofar as the contract or these General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.

 

Thank you very much | Your iQIP Team