T&C

Last revised: August 2018

Our general terms of business, payment and delivery are set out below
Kreye-Siebdruck GmbH, Marienfelder Straße 52, 56070 Koblenz

I. Scope of validity

These general terms & conditions of business, payment and delivery (T&C) apply to all business relations with traders (section 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB)), legal entities under public law or special funds under public law. Orders shall be carried out solely on the basis of the following conditions. Other terms and conditions shall not assume contractual force, even if we do not expressly refute their validity. Individual contractual agreements shall take precedence over these T&C.

II. Prices and conclusion of contracts

  1. The prices quoted by the contractor shall apply subject to the proviso that the order data on which the quotation is based remain unchanged, but no longer than four weeks after receipt of the quotation by the customer. The prices quoted by the contractor shall not include value added tax. The prices quoted by the contractor shall apply ex works. They shall not include packaging, freight, postage, insurance and other shipping costs.
  2. The costs of any subsequent changes to the contract at the request of the customer, including the resulting machine downtime, shall be charged to the customer. Repetitions of print proofs shall also be regarded as subsequent changes, where requested by the customer due to minor and entirely negligible differences from the original.
  3. The customer shall be charged separately for any sketches, drafts, specimen typesetting, test prints, galley proofs, changes to data supplied/sent and similar preparatory work which are not included in the order and are initiated by the customer.
  4. In the case of orders involving delivery to third parties, the customer shall be regarded as the source of the purchase order, unless expressly agreed otherwise.

III. Payments

  1. Payments must be made strictly net without any deductions. Any discount which may have been agreed shall not be applied to freight, postage, insurance or other shipping costs. The due date shall be determined by the statutory regulations.
  2. The customer may only exercise a right of set-off or retention against a claim which is undisputed, ready for decision, or established as final and absolute. This shall not apply to any claims brought by the customer in respect of costs for completion or rectification of defects.
  3. The contractor may refuse to provide the service if it becomes apparent after signing the contract that there is a risk that the customer may be unable to meet the claim for payment. The right to refuse performance shall not apply if the consideration has been paid or security has been provided. Section 321 II BGB shall remain unaffected. The contractor may also refuse performance where a claim is already pending against the customer from the same legal relationship until such time as due performance is effected. Section 273 III BGB shall remain unaffected.
  4. If the customer does not pay for the goods within 14 days of their delivery, including the costs listed in section II (“Prices and conclusion of contracts”), the customer shall enter into default without prior notice by way of a reminder. In case of late payment, interest on arrears shall be payable at a rate of nine percentage points above the base rate. This shall not affect the statutory entitlement to assert further claims. In case of late payment, the contractor shall also be entitled to the payment of a lump sum of 40 euro. The lump sum shall be offset against any damages owed, insofar as substantiated in costs of prosecution.

IV. Delivery

  1. Delivery times shall be agreed individually, and when the contract is concluded at the latest. The statutory provisions shall apply in cases where there is no individual agreement.
  2. The contractor shall only be entitled to make part deliveries where appropriate in consideration of the principles of good faith in accordance with section 242 BGB. This may most notably be the case if part deliveries can be used by the customer for the purpose intended under the contract and the delivery of the remaining goods is still guaranteed. This shall not affect the statutory rights/claims to which the customer is entitled due to a breach of duty for which the contractor is responsible.
  3. If the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer as soon as the shipment has been handed over to the person carrying out the transport.
  4. If the contractor delays the service, the customer may only withdraw under section 323 BGB if the contractor is responsible for the delay, without prejudice to paragraph 5. This provision does not imply a change in the burden of proof.
  5. Temporary disruptions to business operations, such as strikes, lockouts and all cases of force majeure, for which the contractor is not responsible – both in the contractor’s company and in that of a supplier – shall entitle the customer to withdraw from the contract only if the latter cannot reasonably be expected to adhere to the contract, otherwise the delivery period shall be extended by the duration of the delay caused by the disruption. The contractor cannot be held liable in any such cases.
  6. Under section 369 of the German Commercial Code (Handelsgesetzbuch - HGB), the contractor shall have the right to retain the print masters, templates, copies, raw materials and other items supplied by the customer until such time as all due claims arising from the business relationship have been met in full.
  7. In the case of orders in which the total order quantity has been agreed in advance and is to be delivered and paid for in instalments by the customer as and when requested (call orders), the customer shall be obliged to take the total quantity agreed for the call order within 12 months of concluding the contract, unless agreed otherwise. The obligation of the customer to call off the goods constitutes a primary duty. If the total order quantity is not taken within the acceptance period, the contractor shall be entitled to choose to take any of the following courses of action:

    • deliver the remaining quantity and demand payment of the outstanding instalment of the purchase price;
    • store the remaining quantity at the expense of the customer;
    • allow the customer a reasonable period of time to take the remaining quantity and withdraw from the contract under section 323 BGB if this extension of time should elapse to no avail.

This shall not affect further statutory rights of the contractor, such as the right to compensation.

V. Reservation of title

  1. The delivered goods shall remain the property of the contractor until such time as all the receivables owed to the contractor at the invoice date have been paid in full by the customer. These goods may neither be pledged to third parties nor assigned as security before full payment has been made. The customer must notify the contractor immediately in writing of any third-party access to the goods belonging to the contractor.
  2. The customer shall only be entitled to resell the goods in the ordinary course of business. The customer hereby assigns claims from the resale to the contractor. The contractor hereby accepts the assignment.
  3. If the realisable value of the securities exceeds the claims of the contractor by more than 10 %, the contractor shall release securities of its choosing at the request of the customer.
  4. If the goods delivered by the contractor and owned by the latter are processed or altered, the contractor shall be regarded as the manufacturer under section 950 BGB and shall retain ownership of the products at all times during the processing. If third parties are involved in the processing or alteration, the contractor shall be limited to a co-ownership share in the amount of the invoice value (final invoice amount including VAT) of the goods subject to retention of title. The property acquired in this way shall be regarded as property subject to reservation of ownership.

VI. Complaints/warranties

  1. The customer must carry out immediate checks in all cases to verify the conformity of the goods with the contract and to inspect any preliminary and intermediate products sent for correction. The risk of any errors shall pass to the customer on clearance for printing/production, unless the errors are such as only arose or could only be identified in the production process following the clearance for printing/production. The same shall apply in any other cases where clearance notifications are issued by the customer.
  2. Obvious defects must be reported in writing within one week of receipt of the goods and hidden defects within one week of their discovery, otherwise claims may not be made on the warranty in this respect.
  3. In the event of legitimate complaints, the contractor shall initially be obliged and entitled to choose between rectification of defects or replacement delivery. If the contractor does not meet this obligation within a reasonable period of time or if the attempt at subsequent performance fails, the customer may seek a decrease in the payment (reduction) or cancellation of the contract (withdrawal).
  4. Defects in some of the delivered goods shall not entitle the customer to complain about the entire delivery, unless the items free of defects in the delivery are of no interest to the customer.
  5. In the case of colour reproductions, goods may not be rejected on account of customary variations from the original in any production processes. The same shall apply when comparing other originals (e.g. digital proofs, press proofs) with the final product.
  6. The contractor shall not be under any obligation to inspect items delivered by the customer or by a third party engaged by the latter (especially data carriers and transferred data). This shall not apply to the technical suitability of the items for the correct fulfilment of the contract, insofar as the lack of suitability must be apparent to a contractor acting with due care. Before transferring data, the customer must have state-of-the-art programs in place providing the highest level of protection from computer viruses at any given time.
  7. A tolerance of up to 10 % above or below the order quantity shall be permitted. The delivered quantity shall be invoiced. In case of deliveries made from custom-made paper products of less than 1000 kg or 2000 kg, the percentage shall increase to 20 % and 15 % respectively.

VII. Liability

  1. The contractor shall be liable as follows:

    • for neglect of duty entailing injury to life, limb or health;
    • for other damages caused by deliberate intent or gross negligence, even if the breach of duty is based on wrongful conduct by a legal representative or a servant.

  2. The contractor shall also be liable for slight neglect of duty in respect of fundamental contractual obligations, including where committed by its legal representatives or servants. Fundamental contractual obligations are such as enable the actual fulfilment of the contract, the neglect of which would jeopardise the accomplishment of the purpose of the contract and on compliance with which the customer may routinely rely. In cases of slight negligence, the liability of the contractor as per sentence 1 shall be limited to the foreseeable damages typically encountered under the relevant contract.
  3. The contractor shall ultimately be liable in the following cases:

    • where defects have been fraudulently concealed and guarantees furnished for the quality and condition of the goods;
    • where claims are brought under product liability law.

  4. In all other respects, the contractor may not be held liable.

VIII. Limitation period

With the exception of the claims for damages referred to in section VII. 1. and such as arise under product liability law, claims for defects on the part of the customer shall be subject to a limitation period of one year from the delivery (handover) of the goods. This shall not apply if the contractor has fraudulently concealed the defect or has furnished a guarantee in respect of the quality and condition of the item.

IX. Commercial practice

The customary business practices of the printing industry shall apply in commercial transactions (e.g. no obligation to return intermediate products, such as data, lithos or printing plates produced for the manufacture of the end product), unless instructed otherwise.

X. Archiving

Products, materials and data for delivery to the customer shall only be archived by the contractor after the time of handover of the final product to the customer or to the servants of the latter if this has been expressly agreed along with special remuneration terms. In the absence of an agreement, the customer must arrange any insurance cover.

XI. Periodic work

Contracts for regularly recurring work may be terminated with a notice period of three months.

XII. Third-party rights

The customer shall take measures to ensure that no third-party rights, e.g. copyrights, trademark rights or personal rights, are violated by any specifications issued by the latter and most notably by any masters supplied by the latter. In this respect, the customer shall fully indemnify the contractor from all third-party claims including the costs of legal defence and/or legal prosecution, unless the customer can demonstrate that no fault can be attributed to it and that it has complied with all the relevant duties of care and inspection.

XIII. Place of performance, place of jurisdiction, and applicable law

The place of performance and place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the contractor if the customer is a merchant, a legal entity under public law, a special fund under public law, or has no place of general jurisdiction in Germany. The contractual relationship shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

General Terms & Conditions

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