General Terms and Conditions

 

1 Area of Application

1.1 These terms and conditions apply to all current and future business relations between United Products GmbH (UP) and the contract partner concerning the delivery of goods and the provision of services.

1.2 Contract partner in sense of these terms and conditions is every natural person or legal entity under public law or a partnership with legal capacity, which are not user in sense of § 13 BGB (GERMAN CIVIL CODE).

1.3 Deviant, conflicting or additional general terms and conditions of the contract partner, even if they are registered, will not be applicable only in the event that UP would expressly agree to them and that such agreement is set out in writing.

 

2 Conclusion of the contract and written form

2.1 UP offers are not binding; it reserves UP the right to undertake minor technical changes as far as changes in form, colour and/or weight. Designs, illustrations, dimensions, weights and miscellaneous services are only binding, when these will be expressly agreed and when such an agreement is set out in writing.

2.2 With the order or the contract award the contract partner declares bindingly, to buy and to commission the ordered goods or the ordered services. UP can immediately confirm receipt of the order. This confirmation does not mean a binding acceptance of the order yet. The confirmation can be associated with the acceptance.

2.3 UP is authorised to accept the contract within the offer or contract award within two weeks.

2.4 Order, confirmation and acceptance are carried out in writing or by telex. The same is valid for additions, additional agreements or changes. The service that is to be performed will be described in detail in the confirmation letter. The acceptance can also be carried out by delivery of the goods and by provision of a service to the contract partner respectively.

2.5 Sale and delivery of the goods shall be subject to correct and punctual supply to us. This is only valid in the case that UP does not act for the non-delivery, in particular the conclusion of a congruent hedge with the supplier of UP. The contract partner will be immediately informed about unavailability of the goods and the service respectively. The reward will be immediately refunded.

2.6 The artwork for the print will be signed by the contract partner and he is therefore responsible for it.

 

3 Quotation / Preparatory work for services

3.1 If the contract partner desires a binding price mark before the provision of goods or a service, a quotation is necessary; the services to be performed and materials, which are necessary for production of the goods, as well as current prices, are specified in detail. UP is binding on this quotation until four weeks after releasing it.

3.2 Quotations are charged because of written agreement.

3.3 Preparatory work such as the issue of contract specifications, project documents, plans, designs and models, which are required from the contract partner, are also charged because of the agreement.

3.4 Possible costs for the issue of the quotation and preparatory work are charged with the invoice of the service.

 

4 Payments

4.1 UP is binding on the quoted price for thirty days unless otherwise agreed. In this regard the confirmation and the date of the confirmation are respectively relevant. The price is including value-added tax as far as this is regulated by law. By mail order purchase the price is ex works Wackersdorf. Packaging, freight, postage, insurance and forwarding charges are not included in the price.

4.2 The contract partner receives an invoice by UP, which is to pay without deduction within two weeks after receiving the invoice unless otherwise agreed. UP can revoke the delivery, when circumstances are known, which can put the assertion from allowance at risk. By the way the legal requirements shall apply. UP reserves the right to reject certain methods of payment.

4.3 The contract partner has only a right to set-off, when his counterclaim is legally established or is recognized by UP. The contract partner can only exercise a right of retention, when his counterclaim is based on the same contractual relationship.

 

5 Delivery and service

5.1 An agreement of delivery dates and periods of delivery and service dates and periods respectively come only about with an expressly written confirmation or confirmation by telex of the date by UP. Such an agreement is not the determination of a firm deal.

5.2 The selected delivery date is provisional and can be changed due to unforeseen circumstances by UP.

5.3 If the contract partner chooses the right to withdraw from the contract due to the default from UP he will not be entitled damages aside. By the way if the legal requirements shall apply.

5.4 UP is authorised to part-deliveries and part performances as far as it is reasonable for the contract partner. UP is furthermore authorised to an over delivery or an under delivery until 10 percent by print products as far as it is reasonable for the contract partner. Different limits of tolerance of sub-suppliers will be accepted as far as UP will inform the contract partner immediately, this one disagrees immediately and this is reasonable for the contract partner.

5.5 For packaging standard cartons by UP will be used unless it was expressly stipulated something else.

 

6 Passing of risk

6.1 The risk of accidental loss and accidental deterioration of the goods passes to the contract partner when the goods are handed over.

If the seller dispatches the goods, the risk passes to the contract partner when the seller has handed the goods over to the forwarder, carrier or other person or body designated to dispatch the goods. The handover is presumed to have taken place even if the contract partner has delayed actual receipt of the goods.

6.2 Costs and risks for parts, which are sent in for processing or as a sample, are born by the contract partner. An insurance of these objects is the matter of the contract partner and he has to bear the costs.

 

7 Reservation of title

7.1 UP reserves title to the goods on the current business connection with the contract partner until complete payment of all them is made.

7.2 The contract partner is obligated to treat the goods carefully. If maintenances and inspections are necessary the contract partner takes these at his own expense to accomplish regularly.

7.3 The contract partner is obligated to inform UP immediately if third persons have access to the goods, in case of attachment or as soon as possible damages or destruction of the goods occur. UP is informed immediately by the contract partner, when a change in ownership occurs, as soon as the own change of the office is taking place.

7.4 UP is authorised to terminate the contract and to demand the surrender of the goods, when the contract partner is contrary to contract in particular by default of payment or by the violation of a provision according to section 2 and 3 of this provision.

7.5 The contract partner is authorised to resell the goods in the regular course of business, as long as the contract partner is not in default of payment, pledge and transfer by way of security are prohibited. The contract partner already assigns receivables in amount of the invoiced value now, which accrue by resale about a third person. UP accepts the assignment. After the assignment the contract partner is authorised to collect the assignment. UP reserves the right to collect the receivable itself, when the contract partner does not discharge his payment obligations correctly and get into default of payment.

7.6 The processing and converting of the goods by the contract partner occurs always in the name and by order of UP as manufacturer. If a processing with objects occurs, which are not in ownership of UP, UP acquires a co-ownership on the new thing proportional to the value of the goods delivered by UP to the other processed objects. The same applies for blending. The contract partner stores the (co-)ownership of UP gratis.

 

8 Warranty of the goods

8.1 For defects of the goods UP performs warranty by rectification or replacement first.

8.2 If the supplementary performance is unsuccessful, the contract partner can demand in principle at his own opinion a reduction of payment (deterioration) or cancellation of the contract (withdrawal). The supplementary performance is not stated as unsuccessful as long as the contract partner does not set UP an acceptable time limit for the supplementary performance. By only a minor infringement of the contract in particular by only minor defects, the contract partner is not entitled to the right of withdrawal.

8.3 The contract partner has to tell in writing clear defects within a time limit of one week from receipt of the goods, furthermore is the contract partner obligated to tell in writing latent defects within two weeks after detection. Otherwise in both cases the assertion of the warranty claim is excluded. Punctual dispatch of the notice of defects suffices to comply with the time limit. The contract partner is carrying the full amount of proof for all conditions of entitlement in particular for the defect itself, for the date of detection of the defect an for the timeliness of the notice of defects. In line with the notice of defects the defect and its form of appearance have to be described so exactly, that an examination of the defect is practicable and the exclusion of a handling error is possible.

 

8.4 Did the contract partner choose the withdrawal from the contract, concerning a defect of title or material defect after abortive supplementary performance; he has no claim for damages concerning the defect. Did the contract partner choose compensation for damages, after abortive supplementary performance concerning a defect which is representative by UP, and do the goods remain with the contact partner, then the damages are limited to the difference between the purchase price and the value of the defective goods, provided UP is not blamed fraudulent intent.

8.5 The period of warranty adverse the contract partner lasts one year from delivery of the goods. This does not apply if the contract partner does not give UP sufficient notice of the defect. (Section 8.3)

8.6 As condition of the goods applies in principle only the product specification of UP as agreed. Public utterances, targeting or advertising by UP are not standing for a contractual condition of the goods. The contract partner is not entitled to the right to reduce the price when minor deviations of the goods occur. On print jobs for plastic cards under delivery up to 10 % of the ordered editions do not apply as considerable breach of duty in terms of § 323, subsection 5, sentence 2 German Civil Code. UP is liable by the way for light fastness, changeability and deviation of the colours on print products as soon as the condition of the gumming in accordance with the state of the art. The contract partner has to check the proofs for printing errors and other errors and has to give back and send back respectively the proofs which are declared ready for press by the contract partner. UP is not liable for errors which have been overlooked by the contract partner. Printing errors will be rectified for free. From the artwork deviant necessary changes in particular corrections from the buyer and corrections from the writer will be charged for the labour time which is needed for the changes.

8.7 Labels shall be stored at a constant temperature especially at 22 degrees above zero. They are not broiled or exposed sunlight.

8.8 The goods have to be stored till their reuse in a clean, dust-free and hygienic environment, besides they have to be stored in the original packaging.

8.9 It is recommended to transport the shrink sleeves in cooled containers. UP is not responsible for deformation concerning dimension and form of the shrink sleeves unless a cooled container was used for the transport.

8.10 The goods shall be reused within six months. UP is not responsible for damages of the goods after these six months.

8.11 If the contract partner received a defective assembly instruction then UP is obligated to deliver an assembly instruction which is free of defects but this only then, when the defect of the assembly instruction is opposed to the correct assembly.

8.12 Has the contract partner claimed UP concerning warranty and it has turned out that either no defect is existent or UP is not obligated to warranty for claimed defects, the contract partner has to replace the resulting damage, if he is grossly negligent or deliberately responsible for the claim of UP.

8.13 Claims of the contract partner are time-barred one year after delivery of the goods, provided UP is not blamed fraudulent intent.

8.14 Warranties in the legal sense will not be afforded. Warranties of the manufacturer are remaining unaffected.

 

9 Warranty of performance

9.1 After receipt of the goods the customer has to accomplish immediately a receiving inspection on quantity, correctness of the delivery and quality. You can only give notice of defects within 14 days after receipt of the goods.

9.2 At first UP effects, at their own option, warranty by rectification or new production for defects or performance.

9.3 If UP refuses the settlement seriously and definitely, refuses the remedy of the defects and the supplementary performance concerning disproportional costs, the supplementary performance is unsuccessful or unacceptable for the contract partner, so the contract partner can, at his own option, demand only a reduction of payment (deterioration) or cancellation of the contract (withdrawal) and damages in line with limitation of liability (section 12) instead of demanding the performance. The supplementary performance is normally declared unsuccessful after the second unsuccessful try of supplementary performance. The contract partner is not entitled to the right of withdrawal when only a minor infringement of the contract occurred, in particular when only minor defects exist.

9.4 If UP does not act for the breach of duty, which is included in a defect, the contract partner is not authorised to withdrawal.

9.5 Rights of the contract partner concerning defects are time-barred one year from acceptance of the performance. This does not apply, when UP is blamed for gross negligence, particularly in case when bodily harms and damage caused to someone’s health are attributed to UP or in case of the death of the contract partner. A liability of UP according to the product liability law will also remain unaffected.

9.6 In case of fraudulent concealment of defects or the acceptance of a guarantee for the condition, any further claims will remain unaffected.

9.7 The contract partner does not receive warranties in the legal sense by UP.

 

10 Property and copyright

10.1 The employed items to produce the goods, especially films, clichés, lithos, printing plates and standing forms, remain property of UP, even if they are charged separately, and they will not be delivered to the contract partner.

10.2 The contract partner is alone responsible when rights of third persons, especially copy rights are harmed because of the realisation of his contract. The contract partner releases UP from such infringement claims of third parties.

 

11 Data and Privacy

The data necessary for the realisation of the contract is stored. Unless there was expressly agreed upon something else, the data necessary to realise the contract is not regarded as confidential.

 

12 Limitation of liability

12.1 Concerning light negligent infringements of marginal contractual obligations UP is not liable. When light neglect of duty occurs by the way, the liability of UP is limited to the average, predictable, typical, immediate damage, dependent on type and value of the goods or performance. The same is valid concerning light neglect of duty of the attorneys or assistants of UP.

12.2 The previous mentioned limitations of liability do not affect claims from product liability. Furthermore these limitations are not valid concerning body and health damage attributable to UP or death of the contract partner.

 

13 Final regulations

13.1 Basically the German law is valid. The regulations of the Uniform Law on the International Sale of Goods are not employed. UP reserves the right to choose the law valid at the domicile of the contract partner.

13.2 Exclusive place of jurisdiction and execution for all disputes resulting from this contract is Amberg. UP reserves the right to choose the domicile of the contract partner as place of jurisdiction.

13.3 In case that some of the regulations of these general terms and conditions get invalid, the validity of the other regulations is not touched. The total or partial invalid regulation will be replaced, without prejudice of § 306 Abs. 2 BGB (GERMAN CIVIL CODE) (German Civil Code), by a valid regulation, which comes as close as possible to the invalid.