Conditions of Sale and Delivery

1. Recognition of the terms of delivery

All agreements come under the following conditions; terms and conditions of the customer that may deviate from these, and which are not specifically recognised by us in writing, are not binding.

2. Contracts

Contracts are first entered upon, when the written confirmation of the supplier is received. Supplements, amendments and further agreements require the confirmation in written form for them to be legally binding.

3. Correction proofs

With the declaration of the purchaser of the release of the correction proof for the goods to be produced, of the drawings or failure samples, or the waiver of the customer of a draft original or the accountable striking of the period for the return of the correction proof pp, the responsibility of the possible mistakes are carried by the customer, unless it is concerning mistakes, which occur in the subsequent manufacture of the goods or have been recognised by the supplier.

4. Rights of third parties

The customer indemnifies the supplier from all possible claims, in the case that the delivery of signs according to drawings, samples or other customer specifications, would be a breach of rights of a third party.

5. Delivery

a) The delivery time is only an approximate agreement, unless it has been agreed in writing as binding. It begins with the day of the dispatch of the order confirmation and is considered fulfilled when the goods have been dispatched from our warehouse or factory, or in case of inability to dispatch, the readiness for collection is notified to the customer. In the case of delay in delivery a reasonable notification term is to be set.
b) In the case of later amendment to the order by the customer, which may influence the delivery time, an reasonable extension of the delivery time will be granted.
c) Goods that are for call off orders are to be accepted. Should the ordered quantity not be accepted within the notified period, then the supplier is entitled, after setting a reasonable term, to either deliver and invoice the entire ordered quantity, and so the total for the ordered quantity is due for payment, or may decline to deliver and demand compensation for default on contract
d) In case the supplier is prevented from delivering the goods, due to exceptional non-foreseeable circumstances, whether they occur at his own premises or those of the customer, and despite applying all reasonable diligence, especially interventions of the authorities, operational disruptions, labour unrest, and the results of strikes, delays in the delivery of important raw materials or auxiliary materials, so the term for delivery shall be extended to a reasonable extent. Should the delivery of the goods or service be prevented by these mentioned causes, then the supplier will be released from his obligations, without the customer having withdrawn his order or being entitled to claim for damages. Should the same mentioned circumstances prevent the customer, then the same rights apply to his rights of acceptance. Both parties of the contract are obliged to immediately inform each other of circumstances of the above kind.
e) In the case of delay to delivery the supplier must set a term for later delivery of reasonable period of 4 weeks.

6. Dispatch

a) The dispatch is executed ex works, unless another agreement has been made. The manner of dispatch is at the discretion of the supplier.
b) If dispatch is by train, the dispatch is made from the train station nearest the works of the supplier otherwise ex works and always at the risk of the customer. This applies also when the delivery is executed, in lieu of a special agreement, by way of the suppliers own vehicle.
c) The delivery of the orders is executed completely or in larger batches as they are produced. The supplier is entitled to make partial deliveries. Over delivery or short delivery of up to 10% is customary in the branch and does not entitle the customer to raise complaints, in as far as it can be expected of him to accept.
d) Packaging is sold at the cost price for the supplier. Only cases, when they are in re-useable condition, can be returned to the supplier freight and expenses free and they will be credited with 2/3 of the entitled value to the customer.

7. Tooling costs

Tool costs are mostly only partially charged to the customer and they do not entitle him to ownership. In certain cases of full charging for them, the right of ownership can be demanded by the customer to be transferred to him after a period of 2 years after the issuing his order.

8. Prices

Prices are in principal net and are valid ex-works plus the valid legal value added tax. Packaging is calculated separately.

9. Terms of Payment

a) All invoices are due for payment immediately without deductions.
b) Bills of exchange and checks are only considered as payment when they are honoured. They are only received as an indication of intention to pay, bills of exchange only when agreed upon in advance and when they are discountable. Discount charges are calculated from the date of due payment. No guarantee can be given for the correct presentation of bills of exchange or for the protest for them.
c) Should through a substantial deterioration of the financial position of the customer a situation occur that might endanger the payment for the goods to be delivered by the supplier, he can demand a prepayment or a security for payment within a reasonable term or may withhold fulfilment on his part until his demands are fully satisfied. Should the customer refuse and at the end of the reasonable term not comply, then the supplier is entitled to withdraw from the contract or demand compensation for non fulfilment.
d) The customer can only reckon with counter claims to the extent that these are recognised by the supplier or by a court of law.

10. Retention of Title

a) The goods remain the property of the supplier until all the claims of the supplier on the customer resulting from the business have been fully paid.(reserved goods).
b) The customer is entitled to execute decree over the reserved goods as part of his regular business. Further extension of his decree, such as pledging or pawning, handing over as an insurance deposit or sale after non-payment is not permitted. He is obliged in the case of resale on credit of the reserved goods, to ensure the rights of the supplier.
c) Demands of the customer from the resale of the reserved goods are ceded to the supplier. The supplier accepts the ceding. Irrespective of the ceding or the confiscation by the supplier, the customer is entitled to withhold the goods as long as he complies with his contract obligations to the customer and does not enter a situation of decaying assets.
d) In the case of delayed payment by the customer the supplier is permitted to demand the temporary return of the reserved goods, as long as this would not be seriously disrupt the production processes of the customers business, even without the execution of his rights to withdraw from the contract or granting of a reasonable term.
e) If the delivered signs have already been processed by the customer, then the supplier becomes a co-owner of the newly manufactured goods into which they have been incorporated, to the extent of the ratio that the invoice value of the reserved goods stands to the value of the newly manufactured good.
f) In all the aforementioned cases the customer retains the goods for the supplier without charges to the supplier until they have been fully paid for.
g) In the case of foreclosure proceedings by third parties, in which the reserved goods or the claims and securities of the supplier are ceded, then the customer is obliged to inform the supplier immediately and to enclose a copy of the protocol of the foreclosure proceedings. This obligation also applies in cases of hindrance of other kinds.
h) The supplier is obliged to release the securities due him under the aforementioned stipulations upon request by the customer and insofar as the value of the reserved goods and the ceded demands exceed the demands to be secured by over 20%.

11. Warranty

Should the delivered goods be defective or properties be missing that were assured, then the supplier has the choice of action of improving or correcting or to supply replacements, and may do so without further rights of claims to warranty by the customer. The establishment of such defects must be notified within 8 days of receipt of the goods, irrespective of §377 HGB. In the case of unnoticeable defects, notification should be immediately and in writing, upon them being noticed.

a) Minor defects in material or surfaces, which cannot be seen without help, from about 50 cm distance and which are not unreasonably detrimental to the picture of the sign as a whole, also small irregularities and deviations of colour, which are unavoidable in the Further, measurement deviations which are within the toleration range of the DIN 7168 (Grade of Quality) or DIN 4007 (Hole Distances) cannot be considered a grounds for claims manufacture, are not entitlements to make deductions or to reject delivery, unless these deviations are unreasonable for the customer.
b) Should the supplier allow a reasonable term to pass, having been set by him, and not having relieved or corrected the defects or supplied replacement, or having issued a credit note, then the customer is entitled to withdraw from the contract.

12. Other Claims for Damages

Claims for damages, whether resulting from delays, impossibility of delivery, accountable neglect of other obligations, responsibility for mistakes at the concluding of the contract and for actions not permitted are dismissed, unless they are based on serious neglect of duty on behalf of the supplier or his assistants.

13. Transferral of Rights from the Contract

Transferral of the rights of the supplier or of the customer from the contract are not permitted without the consent of the other party.

14. Place of Fulfilment, Jurisdiction and applicable Law

a) The place of fulfilment for the delivery and payment as well as the jurisdiction is the address of the main office of the supplier, also in the case of dispute of bills of exchange or checks, in sofar as the customer is a businessman in the legal sense, a legal person under public law or a legal person of public special properties.
b) Das The contract relationship is principally subject to German law. The validity of the unified laws on business transaction is dismissed.
c) Insofar as certain individual clauses of these general terms of contract are not valid, for whatever reason, the other terms shall not be influenced in their validity.