General terms and conditions, Max Steier GmbH & Co. KG, Steindamm 77-85, 25337 Elmshorn, Germany
1. Area of applicability / Incoterms® 2010
1.1 The following conditions of sale and delivery, which you (hereinafter the "Client") acknowledge by placing your order, apply to the business relationship between the Client and Max Steier GmbH & Co. KG, Steindamm 77-85, 25337 Elmshorn, Germany (hereinafter "Steier").
1.2 Clients may exclusively be businesses. A business is any natural or legal person or a partnership having legal capacity which, in concluding a legal transaction, acts in exercise of its commercial or independent professional capacity (§ 14 German Civil Code (BGB)).
1.3 Insofar as the parties agree to the application of individual clauses of Incoterms® 2010 when concluding the contract, the Incoterms® 2010 clauses shall take precedence in the event of any contradictions between the agreed Incoterms® 2010 clauses which have become part of the contract and the provisions of these General Terms & Conditions.
2. Conclusion of the agreement / offer documents / samples and tooling
2.1 Offers from Steier via www.steier.de are non-binding and subject to change. The Client places an order by clicking on the button "Order now", submitting to Steier an offer to conclude a purchase agreement for the goods in the basket. If the Client submits an order, Steier will confirm receipt of it to the Client via e-mail. This order confirmation does not yet confirm acceptance of the Client's offer, but merely serves to inform the Client that Steier has received the order. An agreement is only concluded when Steier confirms acceptance of said agreement in a second e-mail (order confirmation or confirmation of dispatch), at the latest however upon dispatch of the ordered goods to the Client. If Steier has not confirmed receipt within 5 days of receipt of the order, the Client's order has been declined.
2.2 The delivery to be made by Steier is subject to correct and timely delivery to Steier by its suppliers. If the ordered goods are no longer available and/or only available at unreasonable expense, Steier will be entitled to withdraw from the agreement. In this case Steier will immediately inform the Client of the unavailability and reimburse any payments received for the goods in question. This shall not affect Steier's liability for intent or negligence according to the liability provisions in section 13 of these GTC. A right of withdrawal shall also apply if Steier receives notification of the Client's objective lack of creditworthiness following the conclusion of the agreement and this endangers Steier's claims for payment.
2.3 In the case of planning services provided by Steier, Steier shall retain all sole ownership rights and copyrights to the plans, images, drawings, calculations and other documents. If agreed, Steier may grant the Client a simple, non-exclusive and non-transferable right of use to the plans for the contractually agreed purpose in exchange for payment.
2.4 Unless otherwise agreed, the costs for producing samples and tooling (in particular moulds, printing plates, dies, screen printing stencils, tools etc.) will be invoiced separately. This also applies for tooling which must be replaced due to wear. The costs for maintenance and proper storage as well as the risk of damage or destruction shall be borne by Steier. Unless otherwise agreed, all samples and tooling shall remain the property of Steier, even if the Client pays for their production.
2.5 The contractual language is German unless otherwise agreed on the basis of our order confirmation.
3. Delivery / deviations / delivery upon request / cross-border transactions
3.1 If delivery of the goods by Steier is agreed this shall include, unless otherwise agreed, only the one-time delivery of the goods behind the first lockable door at the place of delivery. The delivery shall be made by Steier, and/or by a transport company to be selected by Steier, to the delivery address stated by the Client in the order, unless otherwise agreed. The Client must ensure that the delivery can be made without hindrance by circumstances for which the Client is responsible. Should multiple attempts at delivery be required for reasons for which Steier is not responsible, any expenses in excess of the single attempt at delivery shall be invoiced separately according to the agreed shipping costs.
3.2 Steier is entitled to make partial deliveries for justified reasons so long as this is reasonable for the Client.
3.3 Information from Steier about the object of the service or delivery (i.e. pictures, measurements, weights or other information) are only approximations, unless their suitability for the contractually intended purpose does not require exact conformity. This information does not include any guaranteed characteristics, but rather descriptions or features of the delivery or service. Customary deviations and deviations that represent technical improvements or that occur due to legal requirements and/or replacements with equivalent products are permitted so long as the suitability for the contractually intended purpose is not affected.
3.4 Unless otherwise agreed, in the case of call-off agreements, Steier must be informed of binding quantities a minimum of six weeks before the delivery deadline. Additional costs resulting from a delayed call or subsequent modifications to the call in terms of time or quantity by the Client shall be borne by the Client.
3.5 The beginning of our quoted delivery times on the website refers to the receipt of your order. With the agreement of payment in advance the start of the delivery time shifts until receipt of your payment.
4. Change requests
4.1 The Client shall be entitled to submit written proposed changes to the contractually agreed specifications (hereinafter: "Change requests") until delivery of the services to the Client. If the Client requests changes, Steier will examine these according to the following conditions and submit an offer to the Client regarding their possible implementation. If the Client's Change requests result in a change to the time and effort required and to a change in the originally agreed deadlines, Steier and the Client will negotiate a corresponding additional agreement which takes these modifications into account. Steier is not entitled to implement the changes without such a new agreement. Steier must inform the Client if it establishes between the receipt of the Change request and the conclusion of the corresponding additional agreement that the work to be carried out would not be usable if the change were to be implemented. If, in this case, the Client contracts Steier to implement or examine the Change requests, Steier shall be entitled to suspend further processing of the order. Any resulting additional expense shall be borne by the Client. Deadlines shall be extended accordingly.
4.2 If the Client suspends or terminates the cooperation during the production of samples or tooling without being legally entitled to do so as a result of termination for cause or through withdrawal, all production costs for samples or tooling incurred up to that point shall be borne by it.
5. Duties to cooperate
The Client must fulfil all required and reasonable duties to cooperate professionally, qualitatively, on time and according to plan in organisational term, without any separate compensation. The Client's duties to cooperate are primary obligations. If the Client does not completely fulfil its performance obligations and duties to cooperate, or fails to do so properly or promptly, the delivery deadlines to which Steier is subject shall be extended accordingly.
6. Transfer of risk
The risks shall transfer to the Client upon transfer of the goods to the shipping company, carrier or other person charged with performing the delivery. If the delivery or transfer is delayed at the Client's request or due to a circumstance for which the Client is responsible, the risk shall transfer with the notification of readiness to dispatch.
7. Acceptance of work
7.1 If Steier performs work, Steier shall deliver the created work to the Client after completion.
7.2 The Client is obliged to accept the contractually produced work unless acceptance is precluded by the characteristics of the work. Acceptance may not be refused due to negligible defects.
7.3 Acceptance shall be implied if the Client does not accept the work within a reasonable period specified by Steier even though it is obliged to do so. Acceptance shall also be implied if the Client expressly declares its acceptance of the contractual service and/or uses the contractual service without express written reservation.
7.4 Refusal of acceptance shall only be possible if the service delivered by Steier deviates from the contractually agreed service in significant points. In the case of returns due to the existence of significant deviations from the contractually agreed services, Steier shall remedy the deviations within a suitable period following notification by the Client. After remediation of the defects, acceptance shall take place again under the aforementioned conditions.
8. Prices / payment / rights of offsetting and retention
8.1 The prices stated by Steier in offers are net and do not include the applicable statutory VAT. Unless otherwise agreed, prices do not include packaging, freight, postage, customs duties, insurance and other costs of shipping. Unless the order confirmation states otherwise, Steier's prices are "ex works".
8.2 The payment options and conditions agreed upon conclusion of the agreement shall apply, including any advance payment or COD provisions. Unless otherwise agreed, payments must be made immediately after receipt of the invoice and without deduction.
8.3 The Client shall only be entitled to offset claims if its counter-claims are not disputed, have been legally established or are at least ready for a ruling. Rights of retention may only be applied to counter-claims from the same contractual relationship.
8.4 The Client accepts invoices submitted electronically.
8.5 If no binding order quantity is agreed, Steier shall base the calculation on a non-binding order quantity (target quantity) expected from the Client for a specific period. If the Client orders less than the target quantity, Steier shall be entitled to increase the unit price accordingly.
9.1 Warranty claims by the Client require the Client to immediately examine the goods for defects upon receipt and to immediately notify Steier in writing of any defects. Any defects that are hidden upon delivery must be reported by the Client in writing immediately upon discovery.
9.2 If the Client is entitled to claims due to a defect, Steier may at its discretion choose between remediation of the defect free of charge or the replacement delivery of defect-free goods.
9.3 If this subsequent performance fails or is not reasonable for the Client or Steier refuses to provide it, in the case of purchase agreements the Client shall be entitled to withdraw from the agreement, reduce remuneration or demand compensation for damages instead of the service or compensation for its wasted expenditure. In the case of contracts for works and services, if subsequent performance fails or is unreasonable for the Client or if Steier refuses to provide it, the Client shall be entitled to remedy the defects itself and demand compensation for the necessary expenses, withdraw from the agreement, reduce remuneration or demand compensation for damages instead of the service or compensation for its wasted expenditure. This shall not affect §13.
9.4 The warranty is excluded if the Client carries out modifications to the goods without the express written approval of Steier, unless the Client is able to demonstrate that the modifications are in no way connected to the material defect and/or do not render an analysis of the material defect significantly more difficult.
9.5 Warranty claims shall expire within 12 months of the transfer of risks or acceptance, in the case of services provided. This shall not apply in the case of delivery recourse under §§ 478, 479 BGB and/or if the corresponding defect was maliciously concealed and/or if Steier has provided particular guarantees in the form of a manufacturer's warranty.
9.6 In addition, this aforementioned shortened expiry period shall not apply for claims for damages for which Steier is liable under the provisions of Section 13 below.
10. Proofs, approval
10.1 Proofs are invoiced separately unless otherwise agreed. The costs for proofs required due to subsequent modifications by the Client shall be borne by the Client. The same shall apply for press-proofs in different versions and with multicolour printing.
10.2 The Client is obliged to approve the proof if no objections exist. Steier shall not be liable for printing errors which the purchaser approved in the proof (e.g. due to overlooking them).
11. Product-specific features / deviations / industry practices / Client obligations
11.1 Minor deviations of the produced and delivered products from the original order shall not be considered defects in the following cases, and may therefore not be the subject of claims:
- deviations due to the property of the raw materials
- minor colour deviations from the specified colours, full-surfaces or colour gradients
- minor colour deviations from earlier orders
- minor colour deviations between individual products within an order
- minor fluctuations in the position of the printing
- up to 5 splices in the case of products on rolls
- variations in dimensions within the tolerances of DIN ISO 2768 T1c
- quantity variations in large runs up to a tolerance of +/- 3%
- tolerances relating to foil thickness of +/- 10%
11.2 This also applies to the comparison between samples (i.e. proofs and test prints) and the end product.
11.3 Over or underdeliveries of up to 10% from the ordered quantities are not defects and may not be the subject of claims.
11.4 For foil and print products, industry practices and the standard or customary conditions of the plastics and printing industry relating to size and thickness tolerances, deviations in terms of the colouring of the raw materials, customary deviations from patterns and differences between proofs and print runs shall apply.
11.5 The Client must examine the ordered goods for suitability for its own purposes. Recommendations for use and suggestions from employees of Steier are, unless explicitly agreed otherwise, non-binding and do not constitute a guarantee of the suitability of the goods for the Client's purposes. They shall not release the Client from its obligation to examine the goods for suitability for its own purposes.
12. Protection of proprietary rights
12.1 Steier retains ownership of the goods until receipt of all payments under the business relationship with the Client. In the event of behaviour by the Client which is in breach of the agreement, in particular in the event of delayed payments, Steier shall be entitled to reclaim the goods. The reclamation of goods by Steier constitutes a withdrawal from the agreement. After reclaiming the goods, Steier is entitled to otherwise sell them, with the proceeds from such a sale being offset against the Client's liabilities - minus appropriate sales expenses.
12.2 The Client is obliged to handle the goods with care; it is in particular obliged to insure them against fire and water damage and theft at its own expense.
12.3 In the event of a seizure or other action by third parties, the Client must immediately inform Steier in writing so that Steier may institute legal proceedings according to § 771 German Code of Civil Procedure (ZPO). If the third party is unable to reimburse Steier for the court and out-of-court costs of a claim under § 771 ZPO, the Client shall be liable to Steier for any remaining shortfall.
12.4 The Client is entitled to sell the good onwards in the ordinary course of business; however, upon conclusion of the respective agreement, it shall assign to Steier all claims arising against its purchasers or third parties from the onward sale, up to the total of the final invoice amount (including VAT) owed to Steier, and independently of whether the goods were sold onwards with or without further processing. The Client is entitled to collect this claim even after the assignment. This shall not affect Steier's right to collect the claim itself. Steier is, however, obliged not to collect the claim so long as the Client fulfils its payment obligations from the collected proceeds, does not delay payments and, in particular, no application to open settlement or insolvency proceedings has been filed or payments have been suspended. However, if this is the case, Steier may demand that the Client notify it of the assigned claims and their debtors, provide all information necessary for collection, submit all relevant documentation and inform the debtor (third party) of the assignment.
12.5 The processing or conversion of the goods by the Client shall always be carried out on behalf of Steier. If the goods are processed with materials that do not belong to Steier, Steier shall gain co-ownership of the new item in accordance with the value of the good (final invoice amount including VAT) relative to the value of other processed items at the time of processing. The item created through the processing shall be subject to the same conditions as the goods delivered subject to reservation of title.
12.6 If the goods are inseparably combined with items which do not belong to Steier, Steier shall acquire co-ownership of the new item in accordance with the value of the goods (final invoice amount including VAT) relative to the other processed items at the time at which they were combined. If the combination occurs in such a way that the Client's item must be considered the primary item, it is agreed that the Client shall transfer a proportional share of the ownership to Steier. The Client shall protect the resulting sole ownership or co-ownership for Steier.
12.7 Steier is obliged to release any securities owed to Steier at the Client's request to the extent that the realisable value of the securities exceeds the secured claims by more than 10%; the securities to be released are to be selected at Steier's discretion.
13.1 Steier shall have unlimited liability for damages caused by Steier, its employees or vicarious agents through wilful intent or gross negligence, in the event of the malicious concealment of defects, the provision of a guarantee of quality and damages resulting from an injury to life, body or health.
13.2 Steier shall only be liable for other damages if they involve the breach of an obligation the due fulfilment of which is vital for the execution of the agreement and on which the contractual partner may generally rely (cardinal obligation), and insofar as the damages are typical and foreseeable on the basis of the contractual use of the goods or services. This shall not affect any liability under product liability laws. Any liability on the part of Steier beyond what is described above is excluded.
14. Third-party property rights
The Client guarantees that the documents, samples, models and templates which it provides (hereinafter jointly the "templates") do not breach any third-party rights, in particular no property rights, copyrights, trademarks, utility models, patents, etc. (hereinafter jointly the "property rights"). The Client shall indemnify and hold Steier harmless from all third-party claims which said third parties assert against Steier for breaches of property rights in connection with the templates supplied by the Client. This in particular includes legal defence and litigation costs as well as other damages. Steier must immediately inform the Client if third parties assert such claims. The above indemnity agreement shall not apply if the Client is not at fault.
If information (in particular documents, samples, models and data) is provided within the context of the business relationship, the contractual partners must maintain the confidentiality of such information and solely use it for the purpose of fulfilling the agreement. This confidentiality agreement shall not apply to information which is already public knowledge at the time of its receipt, which was already known to the contractual partner upon receipt or which the contractual partner had already legally received from a third party at that time.
16. Termination of long-term or call-off agreements / price adjustment
16.1 If long-term or call-off agreements are concluded with the Client, these may be terminated subject to a notice period of 4 weeks to the end of a given month. Termination must take place in writing.
16.2 In the event of increasing prices (production costs, staff costs, material costs), Steier reserves the right to adjust the agreed prices and/or their structure at any time by written notice, subject to a notice period of eight weeks to the end of a given month (adjustment notification period). Should the resulting price increase equate to more than 5 per cent of the previous price within one contractual year, the Client shall be entitled to terminate the contractual relationship subject to a notice period of one calendar month to the end of the adjustment notification period.
17. Final provisions
17.1 Steier does not acknowledge any general terms and conditions of business of the Client which contradict or deviate from these general conditions of sale and delivery, unless their application is expressly agreed in writing. These general conditions of sale and delivery shall also apply if Steier performs delivery to the Client without reservation despite knowledge of conditions of the Client which contradict or deviate from these conditions of sale.
17.2 In commercial dealings, the parties agree that all disputes arising in the context of the execution of this agreement shall be subject to the exclusive jurisdiction of the courts responsible for the registered domicile of Steier.
17.3 The business relationship ship and all resulting legal issues are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN-CISG.