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General Terms and Conditions

(As of 2017)

§ 1 Validity

  1. All our offers, sales and deliveries are subject to the following conditions. Deviating or conflicting conditions, side agreements, amendments and additions are not valid unless we have expressly agreed to them in writing.
  2. These terms and conditions of business and sales also apply to all future transactions between the parties, even if we, being aware of different or conflicting terms and conditions, perform delivery of the goods.
  3. These general terms and conditions of business and sales apply only to companies as well as to legal persons subject to public law.

§ 2 Offers, Conclusion of Contract

  1. The offers contained in advertisements, brochures and other publications are – and also with regard to the prices – free and non-binding. Special offers are valid for 30 calendar days starting from the date of the offer. The contract is concluded by sending the order confirmation.
  2. We are not obliged to honour information in our offers or order confirmations, which is based on an obvious error, in particular a typing or arithmetic error. Rather, the actual intention should apply.
  3. Our offer documents, drawings, descriptions, samples and cost estimates may not be passed on, published, reproduced or otherwise made accessible to third parties without our permission. Upon request, the documents shall be returned without any retention of copies.
  4. Unless otherwise agreed, call-off orders are subject to a maximum acceptance period of six months from the date of the order confirmation. After expiry of this period, we are entitled to charge the remaining amount and to deliver the goods to the customer or to store them at their expense. This also applies if the acceptance of the ordered quantities does not take place on the agreed date. In both cases, the risk passes to the purchaser from the moment of the acceptance delay.

§ 3 Prices

  1. Our prices are ex factory, plus the respective statutory turnover tax and excluding the costs for packaging, freight, postage, insurance and other shipping costs.
  2. The relevant selling price is the one valid on our list or price offer on the day of the order. Any deviations from the prices on the order are not valid unless they are expressly confirmed by us in writing.
  3. If six months have elapsed between the conclusion of the contract and the delivery date, the prices valid at the time of delivery or supply shall apply. In the case of price increases by our pre-suppliers, increases in wages and transport costs, as well as other unexpected increases in costs, we are entitled to demand a reassessment of the price.
  4. Sketches, drafts, sample typesetting, sample prints, proofreading proofs, changes to delivered/transferred data and similar preparatory work, which are requested by the customer, are calculated separately, even if the order is not given. The same applies to electronic data transmissions.

§ 4 Payment terms

  1. Our invoices are payable within 30 days after invoice without any deduction or within 10 days after the invoice with 2% discount. After the due date, a default interest of 8% above the respective base rate p.a. will be calculated. We explicitly reserve the right to claim additional damages due to delay.
  2. In the case of sales via the web shop, payment is to be made at the buyer’s discretion either in advance before delivery or cash on delivery.
  3. The buyer is only entitled to a set-off, provided that his counterclaims are undisputed or legally established. The buyer is only entitled to assert rights of retention on the basis of counterclaims from the same contractual relationship.
  4. The transfer of bills of exchange requires a separate agreement.
  5. If we become aware of circumstances which call into question the creditworthiness of the customer, we can not redeem a cheque issued by them or they have stopped his payments, we are entitled to make the entire residual debt due, even if we have accepted cheques. In addition, we are entitled to demand advance payments or security payments.
  6. If the customer suspends their payments finally and/or if any applications for bankruptcy proceedings are applied for against their assets, we are entitled to withdraw from the part of the contract which has not yet been fulfilled.
  7. We are entitled, despite contrary provisions of the purchaser, to set off payments against their existing debts. In this case, we shall inform the purchaser separately. If costs and interest have already been incurred, we are entitled to charge the payments first on the costs, then on the interest and lastly on the main performance.

§ 5 Shipping

  1. The goods are shipped at the risk and expense of the buyer; the risk of accidental loss and the accidental deterioration of the goods shall pass to the buyer at the time of dispatch.
  2. We are not obliged to take back packaging material.

§ 6 Delivery, delivery times

  1. The delivery assumes the proper and timely fulfillment of the obligations of the purchaser.
  2. Agreed delivery times are calculated from the date of the order confirmation.
  3. After a delivery date has been exceeded, the purchaser may request that we deliver within a reasonable period of time, stating that they refused acceptance of the purchase item after expiry of the period. Upon receipt of the request, K-D Hermann GmbH shall be in default. After the unsuccessful expiry of the extension period, the purchaser is entitled to withdraw from the purchase contract by means of a written declaration. The right to delivery is excluded.
  4. Further claims of the purchaser do not exist, unless the delay is based on intent or gross negligence.
  5. If the purchaser is in default of payments for previous deliveries, we are entitled to exercise a right of retention for further deliveries in order to prevent further defaults.
  6. Deliveries are made regularly on the basis of printed proofs or samples sent in advance. If necessary, these are to be objected to by the purchaser without delay and with specific reasons. If within 10 working days no objection has been made, it shall be regarded as a contractual acceptance of the printed proof or sample.
  7. In the event of an acceptance delay by the purchaser, we shall be entitled to compensation for the damage resulting therefrom, including any additional costs. In this case, the risk of accidental loss or the accidental deterioration of the goods shall pass to the buyer at the time of the delay in acceptance.

§ 7 Drafts, printing blocks and cutting dies

  1. Designs, printing blocks and cutting dies remain our property, even if they are manufactured according to the specifications of the customer.
  2. This also applies if a pro rata amount has been paid by the buyer to cover the production effort.
  3. The purchaser shall be solely responsible, if by the performance of his order, third party rights, in particular copyrights, are infringed. It indemnifies us from all claims of third parties for such infringement.

§ 8 Warranty

  1. A precondition for all warranty rights of the customer is their correct execution of inspections and deficiency obligations pursuant to sec. 377 HGB (German Commercial Code). Accordingly, complaints about the quantity and quality of the delivered products must be made in writing without delay within a period of 8 days after receipt. Claims for hidden defects must be received by us immediately after discovery, but at the latest within six months after delivery to the purchaser.
  2. In the case of labels, up to 10% of the ordered quantity has to be reserved for production-related over or under deliveries.
  3. We reserve the right to make customary and process-related deviations of the labels in design and material, especially punching and cutting accuracy, tonal value and quality of the print carriers. In the case of coloured reproductions in all printing processes, slight deviations from the original can not be objected to. The same applies to the comparison between print proofs and production prints.
  4. Inconsiderable and reasonable deviations in the dimensions and designs of the machines and devices – especially in the case of reorders – do not entitle the customer to complaints, unless the absolute adherence has been expressly agreed. Technical improvements as well as necessary technical modifications are also considered to be contractual as long as they do not impair the usability.
  5. The suitability of our products for the intended purpose is the sole responsibility of the purchaser.
  6. From the date of delivery, the company K-D Hermann GmbH assumes a one-year warranty for contact hand labellers and adhesive labels as well as six months for labelling systems and other products of the delivery range. Within this period, we shall be entitled to remove the defect or to make a replacement delivery at our discretion. If the remedial action fails or if we are not willing or unable to rectify the defect or replacement delivery, the purchaser is entitled to withdraw from the contract or to demand a reduction of the purchase price.
  7. No warranty claims exist, in particular in case of non-compliance with our operating and maintenance instructions, making changes to the products, replacement of parts and consumables which do not comply with the original specifications, inappropriate or improper use or storage, excessive use and/or unauthorised repairs carried out by the customer or third parties. Warranty claims for labels and processing equipment also exist only for the exclusive use of original contact adhesive labels.
  8. In addition, the warranty does not extend to normal wear and tear.
  9. For deviations in the procurement of the material used, we shall only be liable to the extent of our own claims against the respective supplier. In such a case, we shall be released from our liability if we relinquish our claims against the supplier to the buyer. We shall be liable as guarantor, if such claims against the sub-supplier should not exist or not be enforceable due to fault on our behalf.
  10. Defects of a part of the goods delivered by us do not entitle the purchaser to complain about the entire delivery, unless the partial delivery is of no interest to the purchaser.
  11. Any excess claims of the purchaser shall be excluded.
  12. The aforementioned rules do not apply to the delivery of used items; these are provided under exclusion of any warranty.

§ 9 Liability

  1. In the case of willful intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable according to legal regulations; as well as in case of culpable violation of essential contractual obligations. In the absence of intentional breach of contract, however, our liability for damages shall be limited to foreseeable typically occurring damage, that is a maximum of three times the respective concrete order value.
  2. The liability for culpable injury to life, body or health as well as to those under product liability laws remains unaffected.
  3. Unless explicitly stated otherwise, our liability is excluded.

§ 10 Technical assistance and consultation

  1. Provided that we or our sales representatives or other persons appointed by us, on the request of the customer, agree to provide technical assistance and advice to the client or user regarding the application, usability and suitability of the products distributed by us, this support will be made without any liability of the company K-D Hermann GmbH, unless it is premeditation or gross negligence.

§ 11 Disposal of waste equipment

  1. The purchaser shall release us to the full extent from any redemption obligations (e.g. §§ 16, 17 ElektroG) and related claims of third parties (commercial customers). The entitlement of the company K-D Hermann GmbH to the release from its obligations by the purchaser shall not expire before 2 years after the change of use. The two-year period of expiry suspension begins at the earliest with the receipt of a written communication from the customer to the company K-D Hermann GmbH regarding the terms of use.

§ 12 Retention of title

  1. The delivered goods remain our property until full payment of the invoice amount. In the event of a breach of contract by the buyer, including a delay in payment, we are entitled to withdraw the goods.
  2. The retention of title extends to the total claim of all claims arising from the business relationship.
  3. As long as the goods have not yet passed over, the customer must notify us in writing without delay, if the delivered goods are seized or otherwise interfered with by third parties, even during processing, mixing and connection with other objects.
  4. The purchaser shall not be entitled to sell the goods delivered to him under the retention of title, to give them away free of charge, to encumber them or to assign them as a security; they are only entitled to resell the reserved goods in normal business operations. The purchaser here and now assigns to us the receivables from the resale of the reserved goods in the amount of the agreed final invoice total including VAT. The cession applies regardless of whether the reserved goods have been resold without or after processing. The purchaser shall remain authorised to collect the claim even after the cession; our entitlement to collect the claim ourselves shall remain unaffected. However, we will not collect the claim as long as the buyer complies with his payment obligations with the revenue collected, is not in default of payment, and in particular no application for the opening of insolvency proceedings is filed and payments have not been suspended.
  5. Any editing, processing or transformation of the reserved goods by the buyer is always free of charge, in our name and commissioned by us. In this case, the remainder continues with the reserved goods on the transformed item. If the reserved goods are processed with other items not belonging to us, we acquire the co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of the processing. The same applies to the case of mixing. As long as the mixing takes place in such a way that the item of the purchaser is to be regarded as the main item, it is agreed that the purchaser transfers to us proportional co-ownership and shall keep safe the resulting sole ownership or co-ownership item thus created for ourselves.
  6. If the reserved goods are sold together with other objects, whether with or without processing, compounding or mixing, the aforementioned prior assignment described in number 4 shall apply only in respect of the objective amount of the value of our reserved goods, which have been resold together with the other goods.

§ 13 Applicable law, Place of jurisdiction

  1. This Agreement shall be governed by the laws of the Federal Republic of Germany.
  2. The place of performance and exclusive jurisdiction for all disputes arising directly and indirectly from the contractual relationship shall be Hirschhorn.