General Terms and Conditions Giszas GmbH, 53639 Königswinter, Stand 06/2015
§ 1 General - Scope of application
(1) These conditions of sale of Giszas GmbH, Eduard-Rhein-Strasse 50, 53639 Königswinter, apply exclusively. Terms and conditions of our customers differing from our sales conditions apply only if we have expressly agreed to them in writing. Our terms and conditions of sale also apply if we deviate unreservedly to delivery to the customer in accordance with the conditions of the customer deviating from our terms of sale.
(2) Our sales conditions apply only to entrepreneurs in the sense of § 14 BGB. In the case of consumers, unless the law provides otherwise in specific terms and conditions, the law shall apply. The webshop, which is connected to our Internet presence, contains only offers to entrepreneurs within the meaning of § 14 BGB. The right of revocation or reimbursement, as required by law, is not applicable.
§ 2 Offer - Offer documents
(1) By sending your order via our webshop to us, you offer us the conclusion of an order on the basis of these terms and conditions. Orders will only be accepted if we have confirmed them in writing or by invoicing. If orders are made with a third party in compliance with our own contractual obligations, this does not relieve us of a payment obligation. Invoicing to third parties, eg the customer's own customers, is only possible by express written agreement.
(2) In the case of an order of individually manufactured or labeled goods outside our webshop, orders shall only be considered as accepted if you return the correction document sent to you beforehand. In the case of a re-order based on an already existing stereotype, the order comes into being with the dispatch of the goods. In the case of an order of standard or warehouse goods outside our webshop, we will not confirm your order separately in writing, but will accept your offer by sending the ordered goods to you.
(3) Our offers are free, whereby we agree with the prices for the duration of one month on the date of the offer. However, we may pass on price increases for materials and consumables to the same extent to our customers.
§ 3 Prices - Terms of Payment
(1) Unless otherwise stated in the order confirmation, our prices are ex works, excluding packaging. This will be invoiced separately. Orders for which fixed prices are not expressly agreed, are charged to our list prices or cost estimates valid on the day of order entry. If during the delivery period a change in the prices of raw material or auxiliary materials or a change in wages occurs, we are entitled to pass on price increases to the same level to our customers.
(2) VAT is not included in our prices; it is stated separately at the legal rate on the invoice date in the invoice.
(3) The deduction of cash discount shall require special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 30 days from the date of the invoice. The statutory rules apply to the consequences of the delay in payment, for each reminder we may charge a flat rate of 10.00 EUR.
(5) The customer is entitled to set-off rights only if his counterclaims have been legally established, undisputed or acknowledged by us. In addition, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 4 Industrial property rights and exemption
(1) The ordering party is solely responsible for the fact that brands, designs, equipment as well as copyrighted works, etc., which he uses to us within the scope of the assignment, are legitimately used or used by him. We are not liable for this. The purchaser shall immediately indemnify us against all claims of third parties, be they entitled or not, at all costs arising from a legal defense, at first request.
(2) Designs, drawings, stereotypes, films, rolls, as well as all similar tools, also produced electronically in the form of files, remain our property. At the request of the customer, we will issue such tools, whereby we will charge the costs incurred to us. Any costs already incurred by the Purchaser for these tools will be charged.
(3) We shall keep these tools free of charge for the customer for a period of 5 years. After the expiry of a period of 5 years from the date of invoicing, we provide these tools in any case to the purchaser for free pick-up at our own expense and are entitled to dispose of them at their own expense if the customer does not make use of this within a further six months. Notwithstanding this, electronically stored files are only archived for a period of 6 months and then deleted by us without notice. For all deliveries and services, in particular manufacture and design, which we carry out on behalf of an ordering party, we shall provide a reasonable indication of our company.
§ 5 Delivery time / acceptance
(1) A delivery period begins with the date of the order confirmation, unless otherwise agreed in writing. If the customer is still required to cooperate, the delivery period begins with the proper completion of the cooperation (eg receipt of the approval or the print copies / clichés etc.). In the case of a fixed delivery date, the deadline is extended as long as the customer is or has been in default with the cooperation. The supplier's obligation to deliver in time is void if unforeseen events hinder timely delivery and this is indicated to the purchaser as soon as possible. We shall not be obliged to pay damages in the case of other delays with the delivery before a reasonable period of grace has expired and has expired. In the case of unforeseen events and, in particular, of an impediment to force majeure, we are entitled to withdraw from the contract. Our customer may not reject deliveries before the intended delivery date.
(2) Compliance with our delivery obligation presupposes the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved. We are entitled to make reasonable deliveries to the customer after giving the customer the opportunity to comment. The customer shall not bear the additional costs incurred if we are responsible for the development. The price remains unaffected. Each partial delivery is considered an independent business.
(3) We reserve the right to withdraw from the contract in case of incorrect or non-correct self-deliveries. This applies only if the non-delivery is not represented by us and we have concluded a concrete cover transaction with the supplier. We will make every reasonable effort to procure the ordered goods. In case of non-availability or partial availability of the goods, the customer will be informed immediately and any services provided by him will be refunded immediately.
(4) If the customer is in default of acceptance or if he culpably violates his cooperation obligations, we are entitled to demand compensation for the damage incurred, including any extra charges. Any further claims or rights remain reserved.
(5) Insofar as the requirements of para. (4) are fulfilled, the risk of accidental loss or accidental deterioration of the purchased goods is transferred to the customer at the time when the customer has been in default of acceptance or default.
(6) We are liable according to the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of § 286 (2) No. 4 BGB or § 376 HGB. We are also liable according to the statutory provisions, provided that the customer is entitled to default as a result of a delay in delivery, which is the responsibility of the customer, to assert that his interest in the further fulfillment of the contract has fallen into disrepute.
(7) In the event of a delay in delivery, we shall be liable for a default of 3% of the delivery value, but not more than 15% of the delivery value, for each completed week.
§ 6 Transfer of Risk - Packaging Costs
(1) The dispatch always takes place at the risk of the customer; the freight forwarder or freight carrier is determined by us. By transferring the goods to the forwarder or freight carrier, or at the latest by leaving our company or warehouse, the risk passes to the customer. In the case of transport damage, the customer shall promptly instruct the competent authorities to file an offense and to duly report all damages claims.
(2) Separate agreements apply for the withdrawal of packaging.
(3) If the customer so desires, we will cover the delivery by means of a transport insurance; the costs incurred in this respect shall be borne by the customer.
§ 7 Deviations in dimension, number, weight and color; EAN barcode
(1) Our products are manufactured according to the state of the art. This may result in technically unavoidable minor deviations of the goods from the original, in the case of dimensions of up to 2%, of the number up to 20%, of the quantity of paper up to 5% for paper or 10% of plastic and of the ink ,
(2) Deviations acc. (1) do not constitute a defect in the goods. Furthermore, in particular for flexible packaging, a proportion of up to 3% of defective goods is to be expected. This does not entitle the customer to any claims. We can not stand for an EAN bar code.
§ 8 Liability for Defects
(1) Deficiency claims of the customer presuppose that the customer has properly complied with his inspection and complaint obligations pursuant to § 377 HGB (German Commercial Code).
(2) Insofar as a defect is based on a behavior of the customer, Eg on the transfer of unsuitable films or stereotypes, on incorrect information or on the omission of necessary information from the customer or on the omission of the return or the signing of a correction deduction, there is no warranty claim on the part of the purchaser unless the customer demonstrates that his behavior is not the cause of the defect in question. This shall also apply if the Purchaser makes insufficient information on the intended use of the product when placing the order or does not point out any advisory requirements. If a defect is attributable to a behavior of the Purchaser and there is no warranty claim, the Purchaser bears all costs resulting from subsequent alteration requests.
(3) If a supplementary performance fails, the customer is entitled, at his discretion, to demand rescission or reduction.
(4) We are liable according to statutory provisions, provided the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Unless deliberate breach of contract is involved, the liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We are liable according to the legal regulations, if we culpably breach a fundamental contractual obligation; even in this case, the liability for damages is limited to the foreseeable, typically occurring damage.
(6) Insofar as the customer is entitled to compensation for the damage instead of the service due to a negligent breach of duty, our liability for compensation for the foreseeable, typically occurring damage is limited.
(7) Liability for culpable injury to life, body or health shall remain unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise stated above, the liability is excluded.
(9) The limitation period for claims for defects shall be 12 months, calculated from the passing of the risk.
§ 9 Total liability
(1) A further liability for damages than in § 8 is excluded, without regard for the legal nature of the asserted claim. This applies in particular to claims for damages resulting from negligence at the conclusion of the contract, due to other breaches of duty or due to delictual claims for compensation for property damage pursuant to § 823 BGB.
(2) The limitation pursuant to para. (1) shall also apply insofar as the customer requires replacement of useless expenditures instead of a claim for compensation for the damage.
(3) Insofar as the liability for damages is excluded or restricted, this also applies to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.
§ 10 Provisions for the retention of title
(1) We reserve the right to ownership of the purchased item until all payments under the delivery contract have been received. In the case of a breach of contract by the customer, in particular in the event of a delay in payment, we are entitled to take back the purchase item. In the withdrawal of the purchase object by us is a rescission of the contract. After redemption of the goods, we are authorized to use them, the proceeds from the sale must be credited to the customer's liabilities - less appropriate costs of realization.
(2) In case of seizures or other interventions by third parties, the customer must notify us without delay in writing so that we can bring an action pursuant to § 771 ZPO. If the third party is not in a position to reimburse us for the court and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the purchase item in the ordinary course of business; however, he already assigns to us all receivables in the amount of the final invoice amount (including VAT) of our claim arising from the resale against third parties, irrespective of whether the purchase item has been resold without or after processing. The customer remains authorized to collect this claim after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the receivables as long as the customer complies with his payment obligations from the revenue collected, does not default, and in particular no application for the opening of a settlement or insolvency proceedings is filed. Otherwise, we may demand that the customer notify us of the assigned claims and their debtors, make all the necessary information for collection, hand over the related documents and notify the debtors (third parties) of the assignment.
(4) The processing or conversion of the purchased item by the customer is always carried out for us. If the object of purchase is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion to the value of the item of purchase (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the goods resulting from processing as to the goods purchased subject to reservation.
(5) If the object of purchase is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item purchased (final invoice amount including VAT) to the other mixed items at the time of the mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, then it is agreed that the customer transfers to us proportionate co-ownership. The customer shall keep the resulting sole proprietorship or co-ownership for us.
(6) We undertake to release the securities to which we are entitled at the Customer's request insofar as the realizable value of our collateral exceeds the claims to be secured by more than 10%; the selection of the collateral to be released is our responsibility.
§ 11 Jurisdiction - Place of Performance
(1) If the customer is a merchant, our place of business is jurisdiction; however, we are also entitled to sue the customer at his place of residence.
(2) The law of the Federal Republic of Germany shall apply; the validity of the UN purchase law is excluded.
(3) Unless otherwise stated in the order confirmation, our place of performance is the place of performance.
(4) Insofar as the above General Terms and Conditions of Business are ineffective in individual points concerning the contractual relationship, this does not affect the validity of the invalid provisions. In the event that these provisions or the contractual relationship has a gap, the parties are now already committed to agreeing on a system which is closest to the commercially intended purpose. This also applies in the event that a provision is invalid or void.