Terms and Conditions
§1 Scope/Conclusion of Contract
- All deliveries, services and offerings of DREI V GmbH are based exclusively on these conditions, unless special terms stipulate a provision that deviates from these conditions. Our terms and conditions shall also exclusively apply despite the client’s objections thereto or reference to own terms, should the client accept our services.
- Supplementary verbal agreements shall not be made. Amendments and/or addenda to concluded contracts and supplementary agreements of any kind shall expressly be made in the written form in order to be deemed legally valid.
- The provisions described under No. 2 shall also apply to additional orders made by the client.
Quotes made by DREI V GmbH shall be made exclusively in writing and are non-binding. We shall abide by every quote for a period of six weeks following the day of quoting unless otherwise agreed or we shall withdraw our quote before it is accepted by the client.
- All prices are based on the valid version of our list prices or on special quote prices.
- All prices are in EURO plus applicable VAT. We shall retain the right to alter our list prices given notice of two weeks.
§4 Minimum Charge
The minimum amount per order is 500.00 EURO net for consumers.
The minimum amount per order is 300.00 EURO net for consumers in the Greater Munich Area.
The minimum amount per order is 1,000.00 EURO net for distributors.
§5 Payment Terms
- Unless otherwise stipulated in the contract and/or additional orders, payment shall be due after acceptance of delivery or rendering of service.
- Payment shall be subject to the individual payment terms stipulated in the contract, i.e. typically 5% discount for direct debit, 2% discount within 14 days or net price within 30 days. Any discount agreement shall exclude shipping, handling, insurance, plate and tool costs or other ancillary services.
- The client may only offset against undisputed or legally determined claims or exercise a right of lien.
- Payment default shall result in a default interest of 8% over the base interest rate. The assertion of further damage caused by default shall hereby not be excluded. Payment shall only be considered as rendered when DREI V GmbH shall be in possession of the funds, i.e. when the invoice amount shall have been deposited into the business account in full.
§6 Retention of Title
The goods or services delivered by DREI V GmbH shall remain in its possession until all claims arising from the business relationship shall have been paid in full. This shall also apply if the goods shall have been further processed by the client.
§7 Copyright and Tools
The client shall be held fully liable if the use of samples, master copies, etc. presented to the client or produced according to the client’s specifications shall infringe upon the rights of third parties. Samples, sketches, drafts, test prints and stamps produced by DREI V GmbH shall remain the property of DREI V and may not be imitated, reproduced or made accessible to third parties or competitors. This shall also apply during the quoting stage. The safe custody obligation for DREI V GmbH tools and plates shall extend for a period of 12 months following the delivery of the last order completed using the objects in question. The same period shall apply for client samples. After this period, no claims may be made for any later use thereof.
§8 Quantity Tolerances for Special Designs and Deviations
For special designs, DREI V GmbH shall retain the following excess and short deliveries resulting from production-related circumstances:
Up to 10.000 pcs. 10%
from 10.001 pcs. to 50.000 pcs. 6%
from 50.001 pcs. to 100.000 pcs. 5%
from 100.001 pcs. to 200.000 pcs. 4%
more than 200.001 pcs. 3%
The client shall have no claim to subsequent delivery for shortages within these tolerances, and the shortage amount, however, shall not be invoiced. Excess quantities within these tolerances shall be delivered and invoiced and paid by the client. Minor deviations in the form, colour, weight and composition of the delivered product, including adhesive and print, within reason are also reserved.
DREI V GmbH shall, with good cause, be authorized to terminate the contract with immediate effect and halt work. Good cause shall especially be defined as:
- Fundamental changes to the client’s economic circumstances, including payment delays;
- A credit assessment that gives reason to suspect that the client will not pay in full and/or on time;
- The client refusing to pay, the client being subject to debt enforcement or the client being subject to insolvency, settlement or general enforcement proceedings, or
- The client repeatedly fails to fulfil his/her obligation to cooperate
In these instances, the stipulated amount for all rendered services shall be due in full. In addition, we may demand just compensation for undelivered work. The assertion of further compensation for damages shall remain unaffected. In these instances, we shall deduct what we save or wilfully omit to save in expenditures.
Evident defects shall be communicated to DREI V GmbH in writing at most one week after receipt of goods. Damages arising from transport shall be noted on the delivery slip immediately upon receipt of goods. Defects not discovered within this time period, even after thorough inspection, must be communicated to DREI V GmbH in writing immediately upon discovery. Otherwise no claim of warranty may be asserted. Timely dispatch shall suffice for deadline compliance. The burden of proof shall be borne solely by the client in regard to any claim requirements, in particular for the defect itself, the time in which said defect was determined and the timeliness of the notice of defect. In the event of warranty, DREI V GmbH shall at its own discretion render supplementary performance in the form of remedy or replacement. Should remedy be insufficient, the client may elect for a reduction in amount owed (abatement) or rescission of the contract (termination). However, the client shall not have the right to terminate the contract for minor breaches, particularly for minor defects. Further claims on the part of the client, in particular claims for damages, shall be excluded unless attributable to wilful intent or gross negligence on the part of DREI V GmbH or its auxiliaries. The warranty period shall extend for one year following delivery of goods. This shall not apply if the client does not promptly give notice of defects to DREI V GmbH as described in the above provision.
Claims for damages and reimbursement of expenses on the part of the client, regardless of legal grounds and in particular due to violations of contractual obligations or unauthorized actions, shall be excluded. This shall not apply should liability be assigned by mandatory legal provision or in the event of wilful intent, gross negligence or violation of fundamental contractual obligations. However, claims for damages arising from the violation of fundamental contractual obligations shall be restricted to foreseeable damages typical for the contract unless attributable to wilful intent or gross negligence or if liability is assigned by mandatory legal provision. No change in burden of proof shall be associated herewith. Should the client be eligible for claims for damages in accordance with this section, such claims shall be subject to the applicable statute of limitations of 12 months for material defect claims. The appropriate statute of limitations shall apply in the application of mandatory legal provisions.
§12 Legal Venue and Applicable Law
Complaints for all disputes arising from this contract shall be brought before the court in whose jurisdiction DREI V GmbH resides. Place of fulfilment shall be 85551 Kirchenheim-Heimstetten. German law shall apply exclusively. The contract shall be subject to German law. The United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
§13 Other Agreements
The client may only transfer rights and obligations arising from the conclusion of a contract with DREI V GmbH upon written consent of DREI V GmbH. Should individual sections of the client contract or these terms and conditions be or become completely or partially invalid, the validity of the remaining provisions shall remain unaffected. The completely or partially invalid provisions are to be replaced by provisions that most closely resemble the economic success of those deemed invalid.
Version: March 2011