General Terms and Conditions (T&Cs) of Giszas GmbH, D-53639 Koenigswinter
Revised 10/2006
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1. General
The following T&Cs will be the exclusive basis for all deliveries of products and services to registered
companies and governmental or other public authorities. Our relationship with private customers will
be governed by the applicable public and private law, unless stated otherwise explicitly. All offers in our
webshop are not targeted towards private consumers. Therefore, the laws governing the private consumer
rights on order cancellations and/or product returns will not apply. By transmitting your order via our webshop
you submit an offer to us to close an order with you on the basis of our T&Cs detailed herein. Orders will only
be considered as accepted by us if confirmed in writing or if invoiced. Unless if agreed to explicitly and in writing,
any terms and conditions of you or other parties to the order or to the contract, that are in conflict with our terms
and conditions, will not be considered as binding for us. Furthermore, in case of such a conflict, an explicit
rejection of the conflicting terms and conditions will not considered to be necessary. All agreements and
legally relevant declarations must be made in writing. We will electronically save all orders and other data
that we receive from you. This data is data is available to you at any time on request or – for selected data –
also via our webshop after having successfully passed an identification procedure. If any of the conditions
detailed in our T&Cs will be considered invalid, void, or unenforceable for any reason, the validity and
enforceability of the remaining conditions will not be affected.
2. Prices, Conditions of Payment, Right to Offset Payments and Right of Retention
Unless if agreed otherwise, all prices are stated in Euro. Your orders will be priced according to the conditions
that are valid at the time of order reception, except if fixed prices have been explicitly agreed to. All prices are
stated net of value added tax (VAT) and other applicable taxes. Bills of exchange will not be accepted as payment.
Even if prices have been fixed, we will reserve the right to change prices as needed if the underlying prices for
raw or auxiliary materials as well as salaries will have changed substantially. Our invoices are due on receipt
and we consider your account with us as overdue if your payment for any open invoice has not been received
by us 30 days after the invoice date, regardless of whether we have sent you a reminder for any overdue invoice
or not. If you and we explicitly agree on a payment term that exceeds 30 days, your account will be considered
as overdue if this exceptional payment term has not been met. As long as your account shows arrears, we are
entitled to charge you with interest for the overdue portion. The applicable interest rate will be 8 percent above
the “Basiszinssatz” (base interest rate) published by the Deutsche Bundesbank (Federal Bank of Germany).
If your account is in arrears at a time where our bank account shows a debit balance, we are furthermore
entitled to charge you for the overdue portion of your account at the interest rate that we are being charged
with ourselves by our house bank. We furthermore reserve the right to claim a compensation for any further
damage, that we incur by your account being overdue. If your account shows arrears, we are in addition entitled
to cancel our contract(s) or order(s) with you unilaterally and immediately, without the need to send you an explicit
reminder or to grant you a remediation period. The same will apply if any security requested by us will not be
delivered by you on time. At the time of order acceptance, we are entitled to request a fair amount of security and/or
prepayment prior to any order fulfillment from our side. Even if we have already started to fulfill our obligations towards
you, we may – at our sole discretion - ask you for additional security if we have good reasons to assume a decrease
in your credit standing and in your ability to pay us as agreed. Unless formally and explicitly agreed to, you are not
entitled to offset any payables or other claims that you have against us with any receivables from us.
3. Existing Brand Rights / Trademarks
It is exclusively your responsibility to ensure either that you are the rightful owner or that you have obtained all
necessary permission of rights to use the trademarks, logos, artwork etc. that are part of or that are referred to
in your order. We are not obliged to verify your rights and decline all liability. You will indemnify us from all charges
brought forward against us, regardless of whether those charges are justified or not. We own all artwork, designs,
films, printing plates and other production tools that we need to produce your order. On request, we will hand over
those tools to you and charge you for the unpaid portion of our cost to obtain and/or to manufacture those tools.
All production tools will be archived free of charge for a duration of 5 years after the date of the respective invoice.
After that period, we will keep those tools for you for another 6 months. If during this period you decide not to claim
back those tools at your own cost, we are entitled to dispose of those tools at our cost. At the time of shipment of
your order, we are entitled to apply an adequate reference to our company to all products and services.
As far as required or generally accepted, you will bear all cost for freight, postage and insurance, unless explicitly
agreed to otherwise. We will provide an adequate packaging for the products that form part of your order. On request
and at your cost, special packaging can be arranged for. Unless otherwise agreed to in writing, our production turnaround
time will start with our acknowledgement of your order. If your cooperation is required for the fullfillment of the order,
our production turnaround time will start only after full completion of your duties (e.g. to provide us with missing artwork
and/or color patterns or to send back your explicit “OK for production”). As long as a fixed delivery date has been agreed
to, this timeline will respectively be postponed by any delay of order completion that was caused on your part. If any
unforeseen circumstances occur, we decline all responsibility to keep agreed delivery timelines as long as we keep you
immediately informed about those circumstances and the resulting delays in delivery. In all other cases of delivery delays,
we can only be held responsible for any damages on your side if an additional and adequate grace period set by you in
writing has elapsed and if your claim has been filed with us in writing and accompanied by adequate evidence. In case of
unforeseen circumstances or force majeure, we are entitled to withdraw from an accepted order. You are not allowed to
reject any deliveries that take place before the agreed delivery date.
5. Shipment, Transfer of Risk, Transportation Damages
Shipments will always be made at your risk by a forwarding company of our choice. The risk transfer to you will occur
when we hand over the goods to the forwarding company, however, at the latest when the goods leave our premises.
Transportation damages must be raised and claimed by you immediately to all concerned parties.
6. Partial Deliveries
If necessary and to an acceptable extent, we may decide to ship your order in partial deliveries. In such cases, we will
notify you in advance and ask for your feedback. If we are responsible for the need to split an order into multiple shipments,
we will bear any additional costs for the resulting partial deliveries. Partial deliveries will have no influence on the agreed
prices. Each partial delivery will be considered as separate and complete business transaction.
7. Deviations in Size, Quantity, Weight and Color, Barcodes
We will produce your order by using state-of-the-art production facilities. For technical reasons, we can not avoid minor
deviations of the final product as compared to the order and/or any sample products. Those deviations will be limited as
follows: size +/- 2%, quantity +/- 20%, grammage +/- 5% (paper) and/or +/- 10% (plastic, colors). Products showing those
deviations will not be considered as defect. In addition and especially if shipped in soft packaging containers, product
defects not exceeding 3% of the total quantity will be considered acceptable and will not justify any claims towards us.
We can not assume any liability for the operational efficiency of any barcode prints on our products.
8. Retention of Title of Ownership
We will retain title of ownership to all delivered products until all payments have been received by us in full. You are entitled to
resell those products as part of your normal business operation. In this case, you will assign to us in advance your receivables
and proceeds resulting from those resale transactions, we hereby agree to this assignment. You are authorized to collect those
assigned receivables as long as your account with us is current. If your account with us is in arrears, we are entitled to demand
the hand over of all products for which the title of ownership has been retained by us. Respectively, we are entitled to demand
a transfer of all amounts that you have already collected following a resale of products for which we still hold the title of owner-
ship. On our request, you will promptly inform your customers about the assignment of your receivables to us. Furthermore,
you agree to provide us will all necessary information that will enable us to collect your receivables from your customers.
Finally and for all products, to which we still hold the title of ownership, you agree to inform us about the extent that those
products are still in your possession. In case of insolvency and on our request, you will hand over to us all delivered and not
yet fully paid products as well as all your receivables and/or proceeds that relate to those products. In case that losses and/or
damages to products, to which we have retained title of ownership, will lead to claims from your side against third parties,
especially insurance companies, you agree to assign those claims to us as security, we hereby agree to this assignment.
You are obliged to inform us immediately and in full about such circumstances. In case that the total fair value of securities
assigned to us under this paragraph 8 exceeds our total receivables with you by more than 20%, we will on request release back
such securities at our choice, so that the total remaining amount does no longer exceed our total receivables with you. You are
required to inform us immediately about any conflicting pledges to third parties, e.g. banks, that may negatively impact our
security position. If we exercise our ownership rights and take back any products because your account remains in arrears,
we will consider this as a cancellation of our contract with you. All costs resulting from this contract cancellation, especially
transportation and handling costs, will be fully charged to your account. Furthermore we will credit the returned products only
at their fair value at the time of return and will claim from you the difference between the original invoice face value and the
return credit value. We will determine the fair value of the returned products using equitable discretion.
9. Warranty Claims
At our choice, your warranty claims will be limited to demand subsequent product improvement or a substitute delivery. In the
case of a continued failure of subsequent product improvement efforts or substitute delivery, you will have a choice to either
demand an acceptable discount on the order face value or to cancel your order with us. Any additional damage compensation
claims from your side are excluded - unless stipulated otherwise in paragraph 11. Any remediation attempt from your side or
from any third party to any defect product delivered to you will lead to an expiration of our warranty, unless we have agreed to
the remediation explicitly and in writing. The previous sentence will not apply, if you provide evidence that a product defect
was not caused by an unauthorized remediation attempt. If you are a registered company or a governmental or other public
authority, your warranty claim is only valid if you notify us about any product defects immediately and in writing after those
defects become visible to you. You are furthermore required to examine our deliveries and notify us about visible defects
within 5 business days after reception. Any objections or claims regarding a part of our shipment will not impact the re-
maining part(s) of the shipment. Warranty claims are excluded if a specific action from your side leads to a product defect,
including but not limited to e.g. providing not suitable films, production tools and/or graphical artwork, submitting wrong
information, omitting relevant information, unless you provide evidence that this action from your side did not cause the
defect in question. If a defect can be traced back to an action from your side and you do not have a valid warranty claim,
all subsequent alteration costs will be at your expense.
10. Default of Acceptance, Cancellation of Order
In case that you do not accept our delivery, we may demand the acceptance and full payment of the delivered products as
fulfillment of your obligations under our contract within a timeline that we will determine at our discretion. As a consequence
of your failure to comply with this timeline, we may unilaterally cancel your order and demand full compensation for any damage
caused to us by your default of acceptance. The previous sentence will not apply, if you can prove that you were entitled to
reject our delivery. If the fulfillment of your order requires any action from your part and if a delay in that action required from
your part leads to a later default of acceptance, we may claim 20% of the gross order amount (i.e. incl. all applicable taxes)
as general compensation for damage plus, to the extent that we can present the respective evidence, all our additional expenses
and costs that we incurred as a consequence of your default of acceptance. This claim will be void or reduced only if you can
prove that our damage resulting from your default of acceptance is lower than our claim. In case that, following the respective
paragraphs of these T&Cs, we decide to cancel your order, we are entitled to a general compensation amounting to 85% of
the gross order amount (i.e. incl. all applicable taxes) plus, to the extent that we can present the respective evidence, all our
additional expenses and costs that we incurred as a consequence of the cancellation of your order. This claim will be void
or reduced only if you can prove that our damage resulting from the cancellation of your order is lower than our claim.
Furthermore, we are as well entitled to a higher compensation for damage, if we can prove to a sufficient extent the existence
and amount of our damage. If you wish to cancel your order, we are entitled to demand the agreed compensation from you in
full. This claim will be void or reduced only if you can prove that our damage resulting from your order cancellation is lower
than our claim.
11. Further Liability
Any claims that you may have against us other than those explicitly specified in these T&Cs are void. Exception: Damages to
life, body or health that result from either negligence on our part or from gross negligence or intention on the part of our
legal representative.
For all orders relating to packaging products, such as e.g. labels and carrier shopping bags, where we did not assume any
obligation to take back the used product(s) for proper waste disposal, we explicitly point out to your eventual legal liabilities
to give proof of proper waste disposal in compliance with the current environmental laws and regulations of Germany and/or
the European Union.
12. Expiration of Claims
Any claim from your side will expire after one year, unless a) we have intentionally engaged in fraudulent action or b) paragraph 11,
sentence 2 can be applied.
13. Place of Fulfillment
Unless explicitly agreed to otherwise, the place of fulfilment for our and your contractual duties is Königswinter/Bonn - Germany.
14. Applicable Law and Courts of Jurisdiction
Our contractual relationship with you will be solely based on the laws of the Federal Republic of Germany. Court of Jurisdiction is
Königswinter/Bonn - Germany. In case of any discrepancies between the German and the English version of these T&Cs,
the German version will be binding.