A. Scope of Application and Definition of Terms
1. These terms of delivery and sale shall exclusively apply to all
current and future business relations under which we are commissioned
with the manufacture of goods, sell such goods, or provide any other
types of services.
2. These terms of business exclusively apply vis-à-vis legal business
entities as defi ned by Paragraph 1, Section 310, BGB (German
Commercial Code).
3. General terms of business of the customer, even if known to
Schreiner, which either deviate from, contravene, or supplement
Schreiner’s terms of business shall not become part of the contractual
relationship, unless expressly agreed to in writing.
4. Any deviations from the contract and/or these terms of business are
subject to prior written agreement. Such agreement shall only be valid
if signed by our senior management or other duly authorized offi cer of
the company.
B. Placement of Order / Conclusion of Contract
1. We reserve the right of making any technical changes as well as
changes in form/shape, color or adhesive properties to a reasonable
extent, commensurate with normal industry practices.
2. Prices quoted shall be valid only under the proviso that the
ordering specifi cations remain the same as the specifi cations
providing the basis for the quotation.
3. As a general principle, the manufacturer’s product description shall
provide the only basis for the composition/quality of the goods that is
agreed to between the parties. Any public representations, promotional
statements or advertisements by the manufacturer shall not be
considered part of the contractual specifi cation for the goods.
4. The placement of an order represents the customer’s binding
commitment of purchasing the goods in question. Schreiner has the right
of accepting the contractual offer contained in the purchase order
within two weeks of receipt thereof. This acceptance may either be
communicated in writing or by delivering the goods to the customer.
5. The contract shall be concluded under the proviso that Schreiner
receive proper and timely delivery of required materials, goods or
services by its suppliers. This shall only apply in the event that we
shall not be responsible for the failure to receive such delivery, in
particular in the event of a congruent covering transaction with our
supplier. In the event of the nonavailability of the product or
service, we shall immediately inform the customer thereof. Any value
already received from the customer shall be refunded immediately.
6. For any orders involving deliveries to third parties, the party
placing the purchase order shall be considered the customer/contractual
party, unless any agreements specifi cally stating otherwise have been
entered into.
C. Preliminary Work
Preliminary work, such as the preparation of specifi cations, setting
copies, project design documents, drafts, drawings and
models/prototypes, requested by the customer are subject to
remuneration, based on separate agreements.
D. Proofs
1. The customer shall be required to review any and all preliminary or
interim results [proofs] without exception. Upon approving a proof for
printing, the customer assumes the risk of any potential errors or
mistakes. The same shall apply to any other customer-provided approvals
to proceed with subsequent manufacturing steps.
2. In the event of any later changes to text, form/shape or design not
included in the original script, layout or other types of copy, these
changes shall be subject to charges based on the respective costs
incurred.
3. Tool changes cannot be made for any jobs involving embossing,
die-cutting or printing work. Costs for making new tools are subject to
separate charges.
E. Lead Time
1. In the absence of any other agreements, the stated lead time shall
be considered ex works. The lead time agreed to shall commence once the
customer has performed the fi nal action of contributing to or
participating in the project as per the respective agreement.
2. Lead time shall be extended to a reasonable extent in the event of
any hindrances or obstructions beyond our control, in particular in
case of force majeure, operational obstructions, strike and lockouts as
well as any delays in obtaining approvals for proofs.
3. In case of any delays in deliveries, the customer may only exercise
the rights under Section 323 BGB (German Commercial Code) if Schreiner
is deemed to be responsible for such delay. This provision shall not
constitute any change regarding the burden of proof.
F. Delivery
1. Goods shall be delivered ex works to the address stated by the customer, to the extent that no other agreements exist.
2. The validity of delivery dates shall be subject to our prior written
confi rmation. Schreiner reserves the right to make partial deliveries
of products and/or services.
3. Over- and under-shipments up to 10 % of the confi rmed quantity
shall be permissible. Basis for invoicing shall be the quantities
delivered/shipped.
4. The risk of accidental destruction and accidental deterioration of
the quality of the goods shall pass to the customer upon handing over
the goods or, in case of shipped goods, upon handing over the goods to
the forwarding carrier, freight agent or any other individual or entity
designated to execute the delivery. In the event that the customer
should be in arrears with accepting the goods, the goods shall be
deemed to have been handed over.
5. Call-off orders are subject to separate agreement. In the event that
the customer fails to accept the goods, either fully or in partial
quantities, on the agreed dates, we shall have the right to either ship
any residual inventories or to charge storage costs.
G. Prices and Terms of Payment
1. The agreed prices are net prices, subject to value added tax as applicable.
2. Prices are stated ex works. Costs for packaging, freight, postage
fees, insurance and any other shipping costs are not included.
3. Any subsequent changes requested by the customer, including any
resulting machine down times, shall be charged to the customer.
Subsequent changes also include repeated printing of proofs requested
by the customer due to minor deviations from the copy.
4. Schreiner reserves the right, in particular for blanket and/or
call-off orders, to make reasonable price adjustments in the event of
any changes in costs following the conclusion of the agreement, such as
labor cost changes, resulting from collective union agreements, or
price changes for materials.
5. If, following the conclusion of a contract, there are indications
that the customer may not be able to meet his payment obligations
vis-à-vis Schreiner, we reserve the right to require advance payment,
withhold any undelivered goods as well as stopping any further work
regarding the order. We shall also be entitled to exercise these rights
if the customer is in arrears with payments for deliveries, which are
based on the same legal relationship. The provisions of Paragraph 2,
Section 321, BGB (German Commercial Code) remain unaffected.
6. Notwithstanding the right to enter into any other agreements, the
customer commits to paying the invoiced amount within 30 days of
receipt of the invoice and the due date of the invoiced amount. If the
customer culpably permits this payment period to elapse, the customer
shall be considered to be in arrears, even without reminders. In case
payment is made within 8 days of the invoice, we shall grant a 2
%-early payment discount on the value of the goods.
7. Payments by bills of exchange are permissible only by means of a
special agreement and will not be eligible for any discounts. We shall
only accept checks or bills of exchange as modes of payment, not as
payment per se. Any fees incurred for cashing checks or bills of
exchange shall be charged to the customer.
H. Cancellation of Contract
In the event the customer cancels the contract without any culpability
on our part, the applicable legal provisions shall apply. In addition,
a fl at-rate handling fee in the amount of EUR 130.00 shall be due,
unless the customer can substantiate that the loss/damage incurred by
us is less than this amount.
I. Offsetting Claims, Withholding Rights, Ceding Provisions
1. Offsetting/compensation of claims shall only be possible against
legally established claims or claims which we have accepted. Any
withholding right shall be enforceable only on the basis of a
counter-claim resulting from the same contractual relationship.
2. Any ceding of claims by the customer to third parties shall be subject to our prior written permission
J. Retention of Title
1. Schreiner reserves the right of retaining title to the goods until
the customer has made full payment for any claims arising from a
current business relationship with Schreiner.
2. The customer shall be obliged to handle the goods with care. To the
extent that any maintenance or inspection work may be required, the
customer shall have such work performed at his own cost.
3. The customer shall be obliged to immediately notify us of any
third-party recourse to the goods, in case of attachment, for example,
as well as of any damage or destruction of the goods. The customer
shall immediately notify us of any change in ownership of the goods or
in case of any relocation of his business location.
4. In case of a breach of contract, particularly in case of late
payment or violation of obliga-tions under paragraphs 2 and 3 of these
terms, Schreiner reserves the right to cancel the contract and to
demand return of the goods.
5. The customer shall have the right of reselling the goods
commensurate with proper business practices. The customer already cedes
to us any claims in the amount of the invoice to which he may become
entitled through the resale of such goods. We accept this cession.
After the cession, the customer shall be entitled to collecting
payment. We reserve the right of collecting payment ourselves as soon
as the customer does not properly meet his payment obligations and is
in arrears with payment to us.
6. Any processing and converting work performed on the goods by the
customer shall always be deemed as being performed on our behalf and
under contract with us. In the event of any converting work that is
performed with or on items which are not our property, we shall acquire
co-proprietorship of the new items at a ratio commensurate with the
value of the goods delivered by us to the other items being converted.
The same shall apply if the goods are mixed with other items which are
not our property.
K. Warranty in Case of Defects
1. The customer shall, without exception, inspect the goods delivered
for conformance with the contractual specifi cations as well as being
obliged to compliance with our General Storage and Processing
Instructions (available for download at www.schreiner-group.de).
2. Obvious defects shall be reported immediately in writing, but no
later than two weeks following receipt of the goods. Hidden defects
shall be reported immediately in writing, but no later than two weeks
after their detection. Warranty claims outside of these stipulations
shall not be accepted.
3. In the event that parts which are subject to wear and tear require
replacement, repair or maintenance as part of normal wear and tear,
this shall not constitute a defect, unless a specifi c service life or
durability has been contractually stipulated or otherwise guaranteed.
4. Excluded from liability are any defects and damage caused by the
customer’s malhandling, improper installation or other type of damage
infl icted on the products. The same applies to any defects and damage
attributable to subsequent modifi cations of the purchased item(s)
which do not represent state-of-the-art practices, unless the seller
has provided his express prior permission to such modifi cations.
5. The customer agrees that tolerances, pertaining, for example, to
sizes, colors/inks, adhesives and other aspects of materials and
workmanship, to the extent that they are based on technical reasons and
common within the industry, represent the contractually agreed
composition/quality of the product.
6. Any liability for defects which either do not, or merely insignifi
cantly, impair the value or fi tness for use of the goods is excluded
to the extent that this is legally permissible.
7. The suitability of our products for the customer’s intended
application purposes is not deemed to be a part of their contractually
agreed composition/quality. This applies, in particular, to
self-adhesive products as the reaction of the adhesive to certain
materials (e.g. plastics, fi ne leather, textiles, etc.) cannot be
predicted. For this reason, it is necessary that customers perform
their own adhesion tests involving the self-adhesive material and the
original substrate. Schreiner rejects liability for any damage or
disadvantages whatsoever.
8. In the event of defects we shall, initially and at our own
discretion, recondition/rework the product or replace the shipment.
9. Should this form of correction fail, the customer shall have the
right, on principle, to demand either a reduction of payment due to us
or annulment (cancellation) of the contract. In the event of merely
minor contractual deviations, particularly merely minor defects, the
customer shall not have the right to annul/cancel the contract.
10. Defects encountered merely on partial quantities of the total
shipment shall not constitute the right to reject the entire shipment,
unless the partial shipment is of no value to the customer.
11. Schreiner shall not be liable for any defects on materials supplied by the customer.
12. If, in the event of a defect, following an unsuccessful attempt to
correct such defect, the customer declares the cancellation of the
contract, he shall not be entitled to any additional claims for
compensation of damages. In this case, the goods delivered shall be
made available to us without delay. If, following an unsuccessful
attempt at correction, the customer opts to claim compensation for
damages, he shall retain custody of the goods, if deemed reasonable.
Compensation for damages shall be limited to the difference between the
purchasing price and the value of the defective product. This shall not
apply in the event of a fraudulent concealment of the breach of
contract or assumption of warranty for the quality of the product on
our part. The provisions of paragraph L 1. shall remain unaffected.
13. Schreiner shall not be obliged to inspect/test any items (including
data carriers, transmitted data) supplied by the customer or any of his
agents. This shall not apply to any data which are obviously unfi t for
processing or reading. Schreiner shall have the right of copying such
data.
L. Limitations of Liability
1. Schreiner’s liability for damages shall be excluded to the extent
that such damages have been caused by minor negligence of duties. This
shall also apply to minor negligence of duties committed by our legal
representatives or agents. This shall not apply to any material breach
of contractual obligations.
2. To the extent that Schreiner may assume any liability for minor
negligence of duties in accordance with paragraph L 1. above, such
liability shall be limited to the immediate, predictable average damage
which might be encountered with the type of product and contract
concerned. The foregoing limitations of liability shall not apply to
any product liability claims to which the customer may be entitled.
Furthermore, the limitations of liability shall not apply to any bodily
injury, damage to health or loss of life.
M. Statute of Limitations
Claims of damages by the customer due to defective goods shall expire after one year from delivery (ex works).
N. Proprietary Tools (Trade Custom)
1. All prices quoted for operating tools, jigs & fi xtures required
for the production of the contractually agreed product are pro-rated
costs. Final designs/drawings, fi lms, stereotypes, lithographs,
printing blocks, dies, die-cutting, embossing and other tools remain –
even if subject to separate charges – our property and shall not be
handed over to the customer.
2. Unless specifi cally agreed to otherwise, all proprietary rights
shall remain with us. In the event of concluding a respective
agreement, such items may be handed over to the customer against
payment.
O. Archiving
Retention periods for items listed under Section N shall be at our
discretion, being limited to a maximum of two years following the most
recent placement of a customer’s order.
P. Intellectual Property / Commercial Proprietary Rights
1. The customer shall not be granted any usage rights for our own
sketches, drafts, fi nal drawings/designs, fi lms, layouts, software,
printing fi les, data carriers, printing, die-cutting and embossing
tools for which we have secured or acquired intellectual property or
commercial proprietary rights.
2. The customer permits Schreiner to use any product manufactured on
his behalf for promotional and advertising purposes or to send such
products to other customers as samples.
3. The customer shall be solely liable in the event that the execution
of the contract should violate the rights, particularly intellectual
property rights, of any third parties. The customer shall discharge and
Schreiner from any third-party claims arising out of any such breach of
law.
Q. Severance Clause
Should any of the provisions of these terms of business be ineffective,
this shall not affect the effectiveness of the remaining provisions. To
the extent that individual provisions may not have become part of the
contract or may have become ineffective, the respective contents of the
contract shall be governed by applicable legal provisions. Should
applicable law not contain any provision appropriate to the provision
deemed to be ineffective, the ineffective provision shall be
substituted by a provision designed to most closely meet the business
intent of the ineffective provision.
R. Final Clause
1. These terms of business shall be governed by the laws of the Federal Republic of Germany.
2. The United Nations Convention on the International Sale of Goods
(CISG), dated April 11, 1980, shall not apply. 3. If the customer is a
merchant/trader, legal entity under public law or a special estate
under public law, the legal venue for any dispute arising out of these
terms of business shall be Schreiner’s business venue. The same applies
in the event that the customer does not have a general legal venue in
Germany or the customer’s branch location, domicile or usual presence
is not known at the time of bringing forth any legal action.
