These terms and conditions apply to all orders placed with PPS GmbH (hereinafter referred to as the Contractor) and all future orders. Any deviating terms and conditions of the Client that are not expressly recognized in writing by the Contractor are hereby expressly rejected. In the case of orders involving delivery to third parties, the customer shall be deemed to be the principal, unless expressly agreed otherwise.
1. prices, additional costs
1.1 Prices are quoted in euros and do not include VAT within the Federal Republic of Germany.
1.2 Prices apply ex works, are subject to change and are valid for a maximum of 2 months after receipt of the offer by the client. The prices stated in the Contractor’s offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged.
1.3 If the processing of an order exceeds a period of 4 months, the contractor shall be entitled to adjust the prices stated in his order confirmation if the costs (material, wages and salaries) on which his calculation is based have increased between conclusion of the contract and acceptance.
1.4 If the goods are to be sent to an address other than that stated on the order confirmation at the request of the Customer, the Contractor may charge additional handling costs.
1.5 If accelerated delivery is agreed, the Contractor shall be entitled to charge a surcharge if additional overtime and ancillary costs are incurred.
1.6 If order processing is temporarily suspended at the Client’s request, the Contractor shall be entitled to payment for work already performed (executed), specially ordered materials and other additional costs including storage.
1.7 Writing and printing errors and/or mistakes in the Contractor’s offers and other correspondence and printed matter are reserved. The contractor is not liable for this.
2. terms of payment
2.1 In the event of inconclusive or negative information (assessment by PPS): advance payment. Otherwise 10 days net from date of invoice. Any discount agreement does not apply to freight, postage, insurance and other shipping costs. If the target is exceeded, the Contractor shall charge interest on arrears at a rate of 2% above the respective bank discount rate. For bank transfers and checks, the date on which we receive the credit note shall be deemed the date of receipt of payment. Payments by bill of exchange or by check in connection with a bill of exchange are generally not possible. In the case of larger orders, advance payments or partial payments corresponding to the work performed shall be made.
2.2 If the Client does not meet its payment obligations and at the same time the Contractor receives a written credit report indicating that the Client is not creditworthy, or if the Client does not cash a check, does not meet its payments, its assets deteriorate, bankruptcy proceedings or judicial or extrajudicial composition proceedings have been applied for, the Contractor shall be entitled to invoice the Client for the work already performed and materials disbursed and to declare the claim due immediately.
In the aforementioned cases, the Contractor shall continue to have the right to suspend further work on the Client’s current orders until the Client has paid the consideration or provided security for it. If the client delays the step-by-step performance or the provision of security, the contractor is also entitled to withdraw from the contract. If the Client has paid an invoice resulting from a call-off order more than 10 days after the payment deadline specified in the invoice, the Contractor shall be entitled to deliver further call-offs only against advance payment. Furthermore, in such cases the Contractor shall be entitled to invoice work already carried out, to make the claims due immediately and to carry out the delivery after receipt of the corresponding amount.
2.3 The Contractor shall be entitled to offset its due claims to which the Client is entitled vis-à-vis its affiliated companies. Furthermore, based on the authorization granted to it, the Contractor shall be entitled to offset all claims of the other Group companies against the Client’s claim. This also applies if cash payment is agreed by one party and payment in the form of bills of exchange or other services by the other party on account of performance and the due dates are different. The client may only offset claims that are undisputed or have been legally established.
2.4 Appropriate advance payment may be demanded in the event of extraordinary advance performance.
3. reservation of title
3.1 The delivered goods shall remain the property of the Contractor until payment of all its claims arising from the business relationship – irrespective of the legal basis – and until all bills of exchange or checks given to the Contractor in payment have been honored.
3.2 All claims of the Client arising from a resale of the goods subject to retention of title are hereby assigned in full to the Contractor by way of security, who in turn accepts this assignment. If the Client includes claims from resales in a current account relationship existing with a third party, the respective assignable balance shall be deemed assigned up to the amount of the Contractor’s claims.
3.3 The Contractor irrevocably authorizes the Client to collect the claims assigned to the Contractor for the Contractor’s account in its own name. At the request of the contractor, the client is obliged to disclose the name and address of the third-party debtors and the amount of all claims against them.
3.4 A lien shall be created on all raw materials of any kind handed over by the Client upon handover to secure all current and future claims of the Contractor arising from deliveries of goods.
3.5 If the value of the securities existing for the Contractor exceeds its claims by more than 20% in total, the Contractor shall be obliged to release securities to this extent at the Client’s request.
4. transfer of risk
4.1 Shipment shall be at the expense and risk of the client. The risk shall pass to the client as soon as the consignment has been handed over to the person or institution carrying out the transportation.
4.2 If dispatch is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for dispatch. The Contractor is entitled to charge the Client storage fees.
4.3 Unless otherwise agreed, the route and means of shipment shall be at the discretion of the Contractor.
4.4 Transport insurance shall only be taken out by the Contractor at the express instruction and expense of the Client.
5. delivery time – withdrawal – liability
5.1 Deadlines and dates for deliveries and services promised by the Contractor are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed.
5.2 Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the client’s obligation. The defense of non-performance of the contract remains reserved.
5.3 The Contractor shall not be liable for delays in delivery if these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (strike, operational disruptions of all kinds, transport delays, shortage of labor, energy or raw materials, official measures, etc.) for which we are not responsible, whereby fault on the part of our representatives or vicarious agents shall, however, be attributed to us.
5.4 Insofar as the conditions set out in para. 3 lead to the delivery or service being significantly impeded or impossible for the Contractor and this is not only of a temporary nature, the Contractor shall be entitled to withdraw from the contract.
In the case of such events within the meaning of para. 3 which are only of a temporary nature, delivery and performance periods shall be extended or delivery and performance dates shall be postponed by the period of the hindrance plus a start-up period appropriate to the circumstances. If the client cannot reasonably be expected to accept the delivery or service as a result of the delay, he shall have the right to withdraw from the contract.
5.5 If the ordered goods cannot be delivered by the Contractor because we are not supplied, not supplied properly or not supplied on time by its supplier – without the Contractor or its representatives or vicarious agents being responsible for this – despite their contractual obligation, the Contractor shall also be entitled to withdraw from the contract. In this case, we will inform the customer immediately that the order cannot be executed; we will reimburse the customer immediately for any services already rendered by the customer in relation to the order. If the non-delivery by the Contractor’s suppliers – for which the Contractor is not responsible – is only of a temporary nature, the delivery and performance periods shall be extended or the delivery and performance dates shall be postponed accordingly by the period of non-delivery, plus a start-up period appropriate to the circumstances. The contractor is obliged to inform the client immediately of the delay. If the client cannot reasonably be expected to accept the delivery or service as a result of the delay, he shall have the right to withdraw from the contract.
5.6 If the Client is in default of acceptance or culpably violates other obligations to cooperate, the Contractor shall be entitled to demand compensation for the damage incurred by the Contractor in this respect, including any additional expenses. Further claims or rights are reserved.
5.7 Insofar as the requirements under para. 6, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer is in default of acceptance or debtor’s delay.
5.8 The Contractor shall also be liable in accordance with the statutory provisions in the event of a delay in delivery if the delay in delivery is due to an intentional or grossly negligent breach of contract for which the Contractor is responsible, i.e. not due to a simple negligent breach of contract; fault on the part of the Contractor’s representatives or vicarious agents shall be attributed to the Contractor. If the delay in delivery is due to a grossly negligent breach of contract for which the Contractor is responsible, the Contractor’s liability for damages shall be limited to the foreseeable, typically occurring damage.
5.9 However, the Contractor shall be liable in accordance with the statutory provisions insofar as the delay in delivery for which the Contractor is responsible is due to the culpable breach of a material contractual obligation (= obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client may regularly rely); in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
5.10 The Contractor shall also be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 para. 2 No. 4 BGB or Section 376 HGB. The Contractor shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which the Contractor is responsible, the Client is entitled to assert that it no longer has an interest in the further performance of the contract.
5.11 Further legal claims and rights of the client remain reserved.
6. default of acceptance
6.1 If the Client is in default of acceptance, the Supplier may assert the rights under § 326 BGB.
6.2 If the Client does not accept the delivery within a reasonable period of time after notification of completion or promptly upon notification of shipment, or if shipment is impossible for a longer period of time due to circumstances for which the Supplier is not responsible, the Supplier shall be entitled to either store the goods itself or store them with a forwarding agent for the account and risk of the Client.
7. warranty
7.1 Notices of defects and other complaints due to obvious defects must be made immediately, at the latest within a preclusive period of one week after receipt of the goods, with the items complained about being sent at the same time. Hidden defects that cannot be found after immediate inspection may only be asserted against the supplier if the notice of defects is received by the client within 6 months of the date of acceptance.
7.2 The obligation of the Client to inspect the delivered goods shall also apply if reference samples have been sent.
7.3 Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery, unless the partial delivery is demonstrably of no interest to the customer.
7.4 The Supplier shall initially have the right to repair or replace the goods at its own discretion. The client may only demand rescission of the contract or a reduction in payment after the rectification or replacement delivery has failed.
7.5 Excess or short deliveries of up to 10% of the ordered quantity cannot be objected to. The quantity delivered is invoiced.
7.6 Minor deviations in the printing color compared to the color sample or the print-ready template, due to differences in the material used and the processing or manufacturing process as well as the use of colors that are not standard colors, do not justify a complaint about the delivery.
7.7 Punching variations that lead to different distances between the printed motifs and the card edges from card to card do not justify a complaint about the delivery.
7.8 The Contractor shall only be liable for deviations in the quality of the material used up to the amount of its own claims against the respective supplier. In such a case, the Contractor shall be released from its liability if it assigns its claims against the subcontractors to the Client. The Contractor shall be liable if claims against the supplier do not exist or cannot be enforced due to the Contractor’s fault.
7.9 Minor deviations in the quality of the paper, cardboard, plastic and other materials procured by the Contractor cannot be objected to.
7.10 In the case of color reproductions in all manufacturing processes, no complaints will be accepted in the event of minor deviations from the original. The same applies to the comparison between proofs and print runs.
7.11 Deliveries (including data carriers) by the Client or by a third party engaged by the Client shall not be subject to any inspection obligation on the part of the Contractor.
7.12 Printers that are sent to the Supplier for repair during the warranty period or even after the warranty period must be sent by the Customer at the Customer’s expense. The return shipment is at the expense of the supplier during the warranty period and at the expense of the customer after the warranty period.
8. liability
8.1 The Contractor shall only be liable insofar as it has caused damage through intentional or grossly negligent action.
8.2 In all other respects, the following provisions shall apply to the Contractor’s liability for negligence:
Claims for damages due to consequential damages, positive breach of contract, culpa in contrahendo and tort are excluded. If the order involves contract finishing work or further processing of printed products, the Contractor shall not be liable for any resulting impairment of the product to be finished or further processed. Claims for damages due to impossibility and delay are limited to the amount of the order value (own work excluding advance performance and material).
8.3 The above limitations of liability shall apply to the same extent to the Contractor’s vicarious agents and assistants.
8.4 In commercial transactions, the Contractor shall only ever be liable for damage caused by intentional or grossly negligent action.
8.5 The above limitations of liability shall not apply in the event of culpable breaches of material contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act.
8.6 If the Client provides the Contractor with print data, the Client shall be solely responsible for the content design of the card. In particular, the Contractor assumes no liability for whether and to what extent
the client fulfills the legal obligations incumbent on him through the commissioned printing.
9. material procured by the client
9.1 Regardless of the type, the goods shall be delivered to the Contractor free domicile. The client undertakes to deliver 5% more than agreed in order to cover normal waste.
9.2 Receipt is confirmed without any guarantee for the correctness of the quantities designated as delivered. In the case of larger items, the costs associated with the counting or weight check as well as the storage costs shall be reimbursed.
9.3 If the paper, cardboard or plastic material is provided by the client, the packaging material and the waste resulting from the unavoidable removal of the print finishes and production prints, from trimming, punching out and the like shall remain with the contractor.
9.4 The Contractor may reject paper or other materials provided by the Client if they appear unsuitable for the execution of the order. Additional costs arising from the fact that the materials only prove to be unsuitable during production may be invoiced separately. This shall not apply if the Contractor could have ascertained the unsuitability of the material without unreasonable delay. In this case, the customer will not be charged any additional costs. If the work result is adversely affected by the unsuitability of the material, for which the Client is responsible, the Contractor shall not accept any liability in this respect.
10. custody and assurance
10.1 The storage and safekeeping of raw materials, semi-finished and finished products, e.g. printing work, third-party papers, etc. shall only take place with the prior agreement of the client and shall be remunerated separately. This also applies in particular to so-called call-off orders. The contractor accepts no liability for damage to stored materials unless the damage was caused intentionally or through gross negligence.
10.2 If the manuscripts, originals, papers, printed matter or other items handed over to the contractor for safekeeping are to be insured against theft, fire, water or any other risk, the client must arrange the insurance himself.
11 Copyright, ownership
11.1 The client is solely responsible for checking the right to reproduce all artwork. The client shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The Client shall indemnify the Contractor against all third-party claims arising from such an infringement.
11.2 All copyrighted rights of use in any process and for any purpose to the Contractor’s own sketches, drafts, originals, films and the like shall remain with the Contractor, unless expressly agreed otherwise.
11.3 Reproduction or duplication – regardless of the process used – even of those deliveries that are not the subject of copyright or other industrial property rights is not permitted without the Contractor’s consent.
11.4 Printing plates, embossing plates, lithographs, copy templates (negatives and slides on film or glass), punches and other custom-made products required for production shall remain the property of the Contractor.
11.5 The Contractor shall not be obliged to supply the Client with reprints of lithographs and copies of master copies or print-ready documents and files.
11.6 The Contractor shall assume no liability for third-party printing blocks, manuscripts and other items that have not been requested by the Client within four weeks of completion of the order.
12. proofs, films and press proofs, additional work
12.1 Proofs and press proofs must be checked and approved by the client for typesetting and other errors. Typographical errors will be corrected free of charge. Subsequent changes that deviate from the initial artwork will be charged separately according to the time spent on them.
12.2 Film/data deliveries shall only be checked with regard to compliance with the Contractor’s technical specifications, i.e. the Contractor shall not assume any liability for the correctness of text and position.
12.3 Proofs, multiple proofs, sketches, drafts, test proofs and samples shall be invoiced to the client.
12.4 If, after the contract has been awarded, additional work is required which was not recognizable when the contract was concluded, the Contractor may charge for this additionally. This applies in particular if the manuscript is not clear and legible.
13. misprint
13.1 The Contractor shall not be liable for printing errors which the Client has overlooked in the proofs approved by it. Changes made by telephone require written confirmation.
14 Periodic work
14.1 Contracts for regularly recurring work can be terminated with a notice period of at least 3 months to the end of the year, unless otherwise agreed.
15 Place of performance, place of jurisdiction, validity
15.1 The place of performance and place of jurisdiction for all disputes arising from the contractual relationship, including proceedings relating to checks, bills of exchange and documents, shall be Traunstein if the client is a registered trader within the meaning of the German Commercial Code (HGB) or has no general place of jurisdiction in Germany. The contractual relationship shall be governed by German law. UN sales law is excluded.
15.2 Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
15.3 The registered office of PPS GmbH is 83346 Bergen, Germany.
