Terms and conditions

General Conditions of Sale and Delivery (“Conditions of Sale”)

§ 1 Scope of Application

The following conditions govern the contractual relationship between the seller we print GmbH, Quellenstraße 30, 90513 Zirndorf, GERMANY and the purchaser. They are applicable exclusively for business to business relations.
These general terms and conditions also apply if and to the extent that we print GmbH accepts the order of the purchaser unreservedly / or executes a delivery to the customer unconditionally in the knowledge of conflicting conditions used by the customer.
Individual agreements with the purchaser, which are decided in individual cases (including any ancillary agreements, additions, deletions and / or modifications), always take precedence over these terms and conditions. we print GmbH is bound by such priority agreements only if the acceptance of we print is in writing or we print GmbH accepted by written confirmation – but not in the sense of a commercial letter of confirmation.
Any kind of written clause in these general terms and conditions is fulfilled by sending documents by fax or email.
These general terms and conditions are valid in their current applicable version as a framework agreement for the business relationship between the parties, even if the application of this general business shall no longer be referred to separately.

§ 2 Offer, order confirmation and conclusion of contract

Offers of we print GmbH are non-binding. They are always subject to appropriate self-supply.
The customer´s order of the delivery item is a binding offer and may be accepted by we print GmbH within a period of four weeks as of date of receipt of the order.
A delivery agreement shall be effective upon written confirmation or confirmation by remote data transmission of we print GmbH, at the latest with the delivery. If we print GmbH is able to provide evidence of having sent a declaration by fax transmission report or data transmission report, it will be assumed that the customer has received the declaration.

§ 3 Payment, Set-off

Unless the product description of the seller does not state otherwise, all the prices of we print GmbH are “ex works” according to Incoterms 2010 plus the current legal VAT at the time of invoicing. If there will be additional costs, such as packaging, transportation, customs duties, taxes or other public charges, those will be invoiced separately to the purchaser.
Unless that there are other payment terms agreed upon, payment must be effected within 14 days from date of invoice without any deductions. Payment is made by (bank) transfer. The date of the credit voucher at we print GmbH bank account establishes the punctual or non-punctual payment.
Purchaser is in default after missing the deadline referred to in subsection 2 without a reminder required. In the event of default, we print GmbH is allowed to charge interest at the rate of nine percentage points above the base rate of the ECB. The assertion of further default damages remain reserved. The provisions of § 355 HGB remains unaffected.
If the purchaser is in default within the meaning of subsection 3, we print GmbH is allowed to withhold all delivery and / or services until full payment.
The purchaser may only offset legally determined, expressly recognized by we print GmbH or undisputed counterclaims against claims of we print GmbH. The right of retention for the purchaser is only possible if his claim arises from the same contractual relationship.

§ 4 Delivery

Unless otherwise agreed upon, the place of delivery shall be the delivery address given by the purchaser. With respect to the ordering / delivery process the address shall be decisive that was originally forwarded to we print GmbH.
Delivery and performance dates are approximate dates and are therefore not binding unless those deadlines are not explicitly referred to by we print GmbH in writing.
Compliance with the delivery period is subject to timely and defect-free self-supply. The purchaser will be informed by we print GmbH if the scope of the self-supply is delaying.
The deadline of delivery is met if the object of delivery has left the workshop or the warehouse of we print GmbH up to the expiry of the term or we print has indicated the dispatch readiness. If the deadline is met by acceptance of delivery, – as far as no case of the entitled rejection is given – the date of acceptance shall be decisive, in absence of such date the date of communication of the acceptance readiness of we print shall govern.
If the dispatch or the acceptance of the achievement is delayed due to the purchaser´s failure, we print GmbH will within its reasonable means store the object of delivery on the purchaser´s risk. Any cost resulting of such a delay bears the purchaser, in particular those of the preservation.
Partial deliveries are permitted, if there are no disadvantages for the use of the delivery item.

§ 5 Transport

As far as the confirmation does not state differently, the delivery occurs “ex Works” in accordance with incoterms 2010. The dispatch occurs on the purchaser´s risk and cost bearing. This is also valid for part deliveries and returns.
If an acceptance shall be necessary, the risk of the accidental loss shifts to purchaser on the date of acceptance. The acceptance must occur immediately by the agreed acceptance appointment in absence of such appointment after the communication of acceptance readiness by we print GmbH. The purchaser may refuse the acceptance only by presentation of an essential lack.
By request and at the expense of the purchaser the delivery item is to be dispatched to another destination (“sending purchase”). Unless otherwise agreed, we print GmbH is entitled to determine the mode of transportation (in particular transport company, shipping, packaging). In case of “sending purchase” within the meaning of sentence 1, the risk of accidental loss and accidental deterioration of the delivery item and the delay risk is transferred to the carrier, the freight forwarder or other third party to execute the dispatch upon delivery of the delivery item.
If the purchaser is in default of acceptance, if he omits an act of cooperation or delivery is delayed on grounds of the purchaser´s failure, we print GmbH is entitled to compensation for the resulting damages including additional expenses (e.g. storage costs). we print GmbH is entitled for each day of delay in the meaning of sentence 1 to require a lump sum compensation in the amount of 1 percent of the order value. The proof of higher damages and the legal claims (especially compensation for additional expenses, reasonable compensation, termination) of we print GmbH remain unaffected. The lump sum referred to in sentence 2 is to be offset against further monetary claims. The purchaser has the right to prove no damage at all or only a substantially lower damage has occurred than the amount of the lump sum within the meaning of sentence 2.
Disposable packaging is not taken back.

§ 6 Retention of Title

we print GmbH reserves the ownership of the delivery items until full payment is reached of all present and future claims from a one-off or an ongoing business relationship (secured claims).
The delivery items being under retention of title shall not be pledged before entire payment of the secure demands neither to third parties, nor be conveyed as collateral. The purchaser has to inform we print immediately in writing if a request for opening of an insolvency procedure is put forward or as far as access of third parties (e.g. garnishments) on delivery items threatens being in the property of we print GmbH.
The retention of title also applies to processing, mixture or connection of the delivery object to originating products to their full value and we print is entitled as manufacturer in such a case. If third parties` property right continues by a processing, mixture or connection with goods, we print shall be entitled to joint ownership of the goods comparatively at the ratio of values of the processed, mixed or combined goods. Ceteris paribus the same applies to the resulting product as for the goods delivered under retention of title. The purchaser shall maintain ownership or co-ownership for we print GmbH free of charge.
Demands from the sales of goods, in which of we print GmbH property rights according to section 1 and / or 3 are entitled, the purchaser resigns this accepting we print GmbH already now in the extent of the proprietary portion we print GmbH in the disposed goods to them. If the purchaser connects or processes the delivery products with an object of a third, the purchaser already resigns now his compensation demands against the third to the extent of the goods value we print GmbH in this accepting we print GmbH.
At the desire of we print GmbH the purchaser has to inform we print GmbH about the stock of goods and about standing goods as well as the continuance of begun protection-half a demand owned by we print GmbH.
In case of purchaser´s behaviour contrary to the terms of the agreement, in particular in case of non-payment of the due purchase price, we print is entitled to withdraw from contract in accordance with legal regulations or / and to claim the delivery objects on grounds of the retention of title. Such claim does not automatically mean declaration of rescission. Rather we print GmbH is entitled to claim back delivery of goods and to reserve rescission. If purchaser does not pay the due purchase price on the due date, we print GmbH can assert these rights only if an appropriate payment time limit has been set to the purchaser or a such term settlement is legally superfluous in accordance with legal regulations.

§ 7 Liability for Defects

As far as in the following nothing else is determined the legal regulations are valid for the rights of the customer with respect to material faults and legal faults (including wrong delivery and short delivery as well as improper use or application). In all cases the legal special regulations remain unaffected with respect to final delivery of the product to a consumer (supplier’s recourse according to §§478, 479 BGB).
Basis of we print´s liability for defect is above all about the agreed upon quality of the delivery object. As an agreement on the quality of the delivery object are deemed all product descriptions which are subject of the contract; regardless whether the product description is authorized by the purchaser, the manufacturer or we print GmbH.
As far as a certain quality was not agreed upon, legal regulations shall rule whether a defect is given or not (§434 subsection 1 p. 2 and 3 BGB). we print GmbH assumes no liability for public statements of the manufacturer or other third parties (e. g. advertising statements).
Fault claims of the purchaser require that he has observed his legal investigation and rebuke duties (§§377, 381 HGB). If a defect appears on investigation or later, the purchaser is obliged to inform we print in writing, immediately. The Announcement is immediately valid if it occurs within two weeks; the timely sending of the announcement is effective on date of declaration. Regardless of this examination and notification the buyer has to declare obvious defects (including wrong and short delivery) in writing within two weeks after delivery, herewith it is sufficient to send the display to meet the deadline. If the purchaser misses the proper investigation and/or fault announcement, we print shall not be liable for the not indicated lack.
If the delivered object falls short, we print GmbH is entitled to choose whether she performs subsequent performance by removal of the lack (finishing touches) or by delivery of an object free of lack (spare delivery). The right to refuse the subsequent performance under the legal conditions remains unaffected.
we print GmbH is entitled to deem the owed subsequent performance dependent on the purchaser´s payment of the due purchase price. Nevertheless, the purchaser is entitled to withhold an adequate portion of the purchase price in proportion to the lack of the delivered object.
The purchaser accepts that we print GmbH shall use the time necessary to perform the owed subsequent performance and in particular shall have access to the complained delivery object for purpose of examination. In case of the spare delivery the purchaser has to return to we print GmbH the defective delivery object in accordance with legal regulations.
we print GmbH has to bear necessary expenditures arising of the examination and subsequent performance, in particular carriage, road costs, labour cost and cost of materials only if a lack is really given. Otherwise we print GmbH is entitled to claim the costs arising of the unjustified lack removal claim (in particular test costs and carriage), unless the non-existence of defects was not recognizable for the customer.
If the subsequent performance fails or an appropriate deadline set for subsequent delivery is not met or is unessential in accordance with legal regulations, the purchaser can rescind the contract or cut down on the amount of the purchase price. A nonmaterial lack does not trigger a right to rescind the contract.
Material defect claims of the customer do not exist in particular when the lack is due to default of the customer, inexpedient or improper use or storage, faulty or negligent treatment and natural wear as well as purchaser´s or third parties` interferences with the object – without approval of we print GmbH.
Claims of the customer for compensation or substitute of vain expenditures, also in case of defects, exist only in accordance with the preceding subsections. A beyond liability is excluded in this respect.

§ 8 Other Liability

The liability of we print in connection with this contract in case of an easy carelessness is excluded, except when otherwise stipulated in single-contractual arrangements.
The restriction of liability in the meaning of the subsection 1 is not valid for damages arising of loss of life, or harm of body or health.
As far as the liability is excluded or limited in the meaning of subsection 1, this is also valid for the personal liability of the employees, workers, representatives, organs and auxiliary assistant of we print.
Nevertheless, the restrictions of liability or exclusions of liability in accordance with subsection 1 are not valid for a legally applicable liability independent of negligence (e. g. according to the product liability law).
Should this contract unfold exceptionally protective effect for third parties, this restriction of liability is also valid with respect to such third parties.
As far as we print GmbH provides consultation achievements with regard to the delivery products, this occurs without guarantee. All details and information about suitability and use of the delivered goods releases the purchaser not from his obligation to carry out their own tests and attempts. This is valid in particular if dilutions, additional varnish and / or other components are added which were not covered by we print GmbH.

§ 9 Limitation

Deviating from § 438 subsection 1 No. 3 BGB the time limit for claims from material faults and legal faults is a year from delivery. As far as a decrease is agreed, the limitation begins with the decrease.
The legal periods of limitation are valid for the claims of the customer for the purposes of which are not excluded according to §8. This does not affect special legal regulations regarding rem claims against third parties as well as for print matters or thereby decorate products.

§ 10 Performance, Jurisdiction, Applicable Law, Severability Clause

Until something else is explicitly agreed upon, domicile of we print GmbH is place of fulfilment.
If the purchaser is a merchant, legal entity under public law or a subject governed public special assets, the place of jurisdiction is the court at we print GmbH´s domicile. However, we print GmbH is entitled to sue the purchaser at his general jurisdiction. The same applies if the purchaser has no general jurisdiction in Germany, has moved his domicile or habitual residence abroad after conclusion of the contract or his domicile or habitual residence at the time of action is not known at the time of the complaint.
This agreement and all relations between purchaser and we print GmbH are exclusively ruled by German law with the total exclusion of all international and supranational contract orders and legal systems, in particular of the CISG.
If the choice of German law as the ruling in accordance with subsection 3 is to be deemed as ineffective, the retention of title is ruled in accordance with §6 by the applicable law at the respective whereabouts of the delivery object.
Should any provision of this Contract be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent.
In doubt the German version of these general terms of sale is the ruling version.

Updated: 08/2016