1. Area of application
These terms of delivery and payment apply to all
deliveries undertaken by the companies of the Witte
group.They shall also apply to any subsequent orders by
the customer even if we do not specifically indicate
these in each individual case.Any deviating regulations
must be in writing.The customer's terms of purchase
shall not apply.2. Contract
2.1 Offers are non-binding until the order is confirmed
in writing.The prices contained in the offer are quoted
on reservation that the order data and conditions on
which these are based remain unchanged.
2.2 All orders, agreements, undertakings, etc. including
all those made by our agents and members of our staff,
require written, legally binding confirmation to be
legally valid.
2.3 The prices offered and confirmed are, unless
otherwise specified, always quoted in EURO before the
statutory rate of sales tax.They do not include packing,
carriage, insurance and other shipping costs.
2.4 In case of delivery of printed matter, sketches,
designs, sample typesets, prints, layouts and other
preliminary work carried out for the customer beyond the
work contained in the confirmed order shall be charged.
3. Payment
3.1 Invoices shall be issued in EURO on the day of
delivery or readiness for delivery. A suitable amount of
prepayment may be demanded for orders of exceptionally
high quantities
of materials or for major preliminary work.
3.2 Payment of the invoice amount is due within 21 days
from the date of invoice unless otherwise agreed. The
contracting party reserves all rights to serve notice on
all overdue payments.
3.3 Discount shall be granted only on the basis of some
special agreement. Any discounts granted or tolerated by
us repeatedly in previous cases shall not entitle the
customer to claim continuation of such discount.
3.4 Bills of exchange may be used for payment only with
our prior consent in each case. All
costs arising from the bill of exchange shall be borne
by the customer.
4. Delivery
4.1 Deliveries shall be made in all cases at the
customer's cost and risk.We shall be liable only for
malice aforethought and gross negligence.
4.2 We are entitled to deliver part deliveries according
to our own discretion and may invoice part deliveries
separately.
4.3 Delivery schedules and deadlines are only valid when
they have been confirmed by us in writing. If delivery
dates have been indicated, they shall be considered as
approximations and shall commence at the earliest with
the confirmation of order, but not before all details of
contract execution have been clarified and the relevant
conditions have been fulfilled by the customer.The
delivery date is the date of dispatch or, in the case of
agreed dispatch, the date
of readiness.
4.4 If the delivery is delayed, the customer shall grant
a suitable additional respite for fulfilment.
When this additional period has elapsed without result,
the customer shall be entitled to withdraw from the
contract provided he has issued a prior warning in this
regard with
suitable notice. He shall not be entitled to claim
indemnity provided we are not guilty of malice
aforethought or gross negligence. This Customer's right
to withdraw shall not apply in the case of part
deliveries already carried out.
4.5 Where the delivery term and the appropriate respite
are transgressed, the entrepreneur will be only liable
for the invoice amount of the quantity not supplied
within the prescribed period. Liability can amount to
max. the height of the negative interest.
5. Complaints, warranty
5.1 The customer must examine the preliminary and
interim products forwarded to him for correction, as
well as the samples and test pieces, to ascertain
whether they comply with the agreement and shall notify
us immediately of any faults found. If the delivered
material is printed matter, the risk of any errors shall
be transferred to the customer from the moment they are
released for printing, provided these are not errors
that only occurred or could only be recognised after the
materials were declared ready for printing.
5.2 In case of delivery of printed matter, slight
deviations in coloured reproductions from the original
in all printing processes shall not entitle the customer
to reject the goods.This also applies to the comparison
between proof copies and edition copies. For deviations
in materials
used, we shall be liable only up to the amount of our
own claims against our suppliers. Deliveries differing
up to 10% or more above or below the quantities ordered
shall also not
entitle the Customer to make a complaint. Invoices shall
always be based on the quantities delivered.
5.3 The guarantee period for new products is of one
year. It amounts to two years in cases where the buyer
is an entrepreneur, a legal entity of the public right
or public special estate.
5.4 The buyer has to examine the delivered goods for
defects immediately after receipt of the same. Apparent
defects are to be communicated to us in writing
immediately, at least, however, within one week after
receipt. If apparent defects are not reprimanded at all,
not in
time or not in due form, the referring guarantee becomes
void.
5.5 Other defects are to be indicated within one week
after notice.
5.6 For advertising statements or defects in our
operating instruction we are only liable responsible
towards buyers being consumers of our goods.
5.7 Minor defects, which neither substantially impair
the value nor the capability or usability of our
products, are barred from this warranty.
5.8 We are entitled to carry out cure in our
discretion.This means that we decide, whether
a fault clearance or a compensation delivery takes
place. If the cure of defects fails, we are entitled to
a repeated remedy. Also in the case of a repeated
remedy, we decide between fault clearance or
compensation supply.
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5.9 Only in case that the remedy failed repeatedly, the
buyer is entitled to rescission of the contract and/or
assertion of compensation. Entitlement to compensation
applies only where we have to account for gross
negligence or intent. Compensation is in any case
limited to
the negative interest. Compensation for consequential
loss is barred from this warranty, unless subject to
intent.
5.10 Liability for neglect of duties on our part is
limited to gross negligent or deliberate infringements
of duties.We are principally not liable for neglect of
duties resulting from productions carried out in
accordance with and on the basis of the buyer's examined
designs, artworks or samples, which were released by the
buyer as production documents.We are not responsible for
the constructional design and correctness of the
reproduced original.As
far as recognizable, we are obliged to immediately
inform the buyer about a non-feasibility to technically
convert the designs provided by him.
6. Retention of title
6.1 The delivered merchandise shall remain our property
until full payment of all claims outstanding at the date
of invoice.The customer is only entitled to sell this
merchandise in regular business dealings.The customer
thereby transfers his claims from the resale to us.
We shall release these claims transferred to us if the
security rights we have obtained exceed the amount of
our claim by over 25%. If the customer obtains sole or
joint ownership by combining, blending, mixing or
processing or modifying our delivered merchandise, we
shall be entitled to ownership or joint ownership of the
new object at least to a share corresponding to the
share of the value of our delivery in the other
combined, blended or mixed objects.
Orders beyond the due transaction, in particular
transfer by way of security and pledging of goods, are
inadmissible. If compulsory enforcement into the estate
of the buyer takes place by affecting reserved goods, we
have to be informed immediately in written by indication
of all necessary data (enforcement body, file reference
etc.) and, if applicable, attaching the enforcement
transcripts. The claim for purchase price arising from
sale of the products thus created shall be transferred
to us according to the value of our delivery plus 25%.
6.2 We shall retain title to the goods we delivered or
to the rights arising in their stead in accordance with
the above provisions also for the customer's liabilities
towards other companies within the Witte corporate
group.
7. Rights to tools, equipment, etc.
7.1 Tools, printing sheets and the operating equipment
used by us for the production of printed matter - in
particular films, printing blocks, lithographs, printing
plates and punching dies - remain our property, even if
they have been invoiced separately.
7.2 The objects described above as well as semi-finished
and finished products shall be kept beyond the delivery
date only with prior agreement and against separate
payment.We shall be liable only for malice aforethought
and gross negligence.
8. Copyrights and protective rights
The customer shall be solely liable if our execution of
his order leads to infringement of any third-party
rights, in particular copyrights, industrial rights and
third-party trademarks. The customer shall release us
from all third party claims based on such infringement
of rights.
9. Periodic work
Contracts regulating work recurring work on a regular
basis can be terminated only with a notice period of at
least three months to the end of a month.
10. Information and instructions
All oral and written instructions on suitability and
possibilities of use of our products are issued
according to our best knowledge and beliefs, but shall
not be considered guaranteed and do not justify any
claims against us unless they are a matter of a
contractual indication of condition.
11.Written form, prohibition of transfer, prohibition
of setting-off
11.1 All agreements with the customer require the
written form or written confirmation, including any
waiver of this agreement on the written form.
11.2 The customer shall be entitled to transfer any
claims against us, regardless of their legal basis, only
if we have granted written permission in this regard.
11.3 The customer may set off claims against our claims
only if his claim is indisputable or has been
established in law.
12. Place of performance, applicable law, legal venue
12.1 Place of performance for all claims arising from
the order is our delivery plant.
12.2 This agreement is subject to the law of the Federal
Republic of Germany, with exclusion of U.N. commercial
law and the Hague treaties.
12.3 The legal venue for all claims and disputes arising
from this agreement, including from bills of exchange
and cheques, shall be Münster/Westphalia.
13. Severability clause
If any provisions of this agreement are or become void
or ineffective in law, this shall not affect the
validity of the remaining agreement.The parties shall
agree to replace the invalid provision with an
arrangement coming as close as possible to the
commercial intentions of the original.
(Issue 08/2005)
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