Purchasing Conditions
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1. Contract
1.1 For our orders are subject to these conditions of purchase. Complementary or alternative arrangements in terms of our suppliers do not apply even if we do not explicitly contradict them. This also applies if we accept order confirmations and deliveries are accompanied by terms and conditions. They are also responsible for all future business relations even if they have been expressly agreed upon again.
1.2 The contract is created by the supplier accepts a binding order through our order confirmation. For these conditions of purchase will be recognized as part of the contract. We reserve the right to cancel orders that have been confirmed not later than within 5 working days from the date of our order, too.
1.3 Our orders are only binding if they are made by letter, facsimile or agreed electronic data transmission. The supplier is obliged to reject our binding order immediately, if he does not want to acknowledge.
1.4 Verbal agreements and assurances of our employees or agents shall be legally binding written confirmation by us.
1.5 Order confirmation, delivery, billing and other correspondence must include our order. As long as the purchase order invoices without any of us can not be clearly assigned and is no clarification or completion by the supplier, the process is inhibited agreed payment terms.
1.6 The default in the order shall be deemed a fixed price for the entire duration of the contract and precludes any recovery. The price is plus VAT, delivery specified destination, in particular, including packaging and all charges.
1.7 Tenders must be submitted to us without obligation and without charge.
2. Specification of the contract work
2.1 The contract performance will be specified by us exactly with the order in terms of quality, condition and quantity, possibly having regard to the offer by the supplier. If the supplier on the details of the contract work in any doubt, he will immediately contact us. Deviations from our specifications are allowed only with prior written consent.
2.2 The supply must follow the specifications of the order, in particular, reflect the shared reference samples and are running on schedule. Any deviation is a shortage of supply dar. not agreed to purchase of parts and multiple deliveries, we are not required.
2.3 The distribution of contracts to third parties is only permitted with our prior consent, except where delivery by contractors is marketable.
3. Delivery
3.1 The value specified in the order is authentic. Decisive for the timeliness of delivery of the receipt of the goods at destination. If circumstances arise that prevent a timely delivery is expected to be known or circumstances such as we are informed in writing without delay. In this case, the supplier is obliged to give the expected delivery date.
3.2Failure to comply with a binding delivery time is required for the establishment of any damage resulting from this notice of our suppliers. We are entitled in this case, cancel the contract and claim damages for breach of contract.
3.3 In any case, the supplier undertakes to pay a penalty to us in case he does not fulfill his obligation to deliver on the agreed date. The penalty is 2% of the net price of the delayed performance for each week of delay, but not exceeding 10%, plus VAT
4. Shipping, Delivery, Risk and ownership
4.1 Delivery is at the risk and expense. This is also necessary for accelerated promotion to meet agreed delivery dates. The supplier must ensure a proper and appropriate packaging, he is liable for damage resulting from insufficient packaging.
4.2 Shipping and transport even at the risk of the supplier, if the delivery is not on our address, but at our direction to a different address. Only when the goods were delivered the performance and compensation risk is transferred to us or our customers.
4.3 Upon acceptance of delivery, even if this is done through an agent, goes through the property on the goods to us. No reservations of ownership of the supplier, we recognize. If the delivery is paid for prior to the transfer of risk, then the property passes to us with payment and the supplier shall hold the delivery for us, using professional diligence.
4.4 The delivery must be made to the purpose specified by destination. Delivered goods shall only be parked against a signature. Each shipment must be accompanied by our delivery to the customer, item and order number, quantity, titles, bundling and packaging unit per case should be mentioned.
4.5 Each carton must be honored with the data quantity per carton, package unit, description of the contents and the article. All items must be combined in practical, preferably less bundling. Only Euro pallets (assuming 1.20 mx 0.80 m) up to a packing height of 1.20 meters.
4.6 Deliveries that do not meet these conditions shall be repacked at the expense of the supplier, awarded and bundled.
4.7 Traditions that exceed 10% of the quantity ordered will not be accepted by us. In exceptional circumstances and following consultation, we can assume the traditional goods for a discount.
5. Invoicing and Payment
5.1 Invoices are sent to us properly performed service or delivery within 14 days, stating the order number and date of our order, our contact person and the delivery address. Call orders must be confirmed with the invoice that these goods are properly placed on standby ready and stored at the vendor.
5.2 Invoices must always be definitive, partial invoices are not accepted. In particular, additional claims fall received later than 14 days after the main bill.
5.3 Payments will be made subject to the recognition of contractual performance. For without our consent, partial deliveries provided payments are due only after the rest of the delivery. We reserve the right to refuse unreasonable partial shipments.
5.4 We make payments within 30 days of delivery and receipt of invoice less 3% discount or within a further 60 days net. To determine the early payment deadline for delivery is the agreed delivery date. The discount period shall be considered met if the payment not later than the fourth Thursday of the beginning of the period the following week was made.
5.5 Deviating from the order invoice without prior written agreement with us entitles us to invoice rejection or stress.
5.6 The payment period begins with the receipt of proper invoice. Give rise to disputes, benefits or bills, the payment period starts only after repairing the defects or upon receipt of the corrected invoice.
5.7 Payments shall not constitute recognition of the supplies and services as a contract or waiver of notice of defects.
5.8 The supplier is without our prior written consent, which shall not be unreasonably withheld, be entitled to assign its claims against us or have them collected by third parties.
5.9 Payments for samples or samples are taken from the final bill will be deducted.
6. Delivery defects
6.1 All goods and services have to be made according to the specifications of the order or the failure pattern. Are deviations from these specifications been made, the supplier must demonstrate this, our written consent.
6.2 For the collection of defects, we are bound neither hidden nor manifest error as regards to the respect of deadlines. The supplier waives the defense of not collecting the complaint pursuant to § 377 HGB. It counts as a defect when there is a wrong delivery too.
6.3 For faults in delivery, the lack of designated properties, violation of ancillary contractual duties of care and education, as well as in the case of fraud, the supplier shall be liable under the law. The contractually agreed quality and the lack of freedom of the delivery item is expected at least for a period of 24 months from the date of delivery, guaranteed.
6.4 If there are defects, we have the right, at its option rectification (removal of the defect or replacement), a non-defective product, reduction of expenses or to claim damages or to rescind the contract. If we demand compensation instead of payment, will invalidate the claim for performance only to me the power of the damages.
6.5 We are entitled to make returns of defective or not ordered goods at the expense and risk of the supplier and with loads of our costs. This applies even if the defect is discovered after putting into use.
6.6Legitimate complaints give us the right of offsetting and retention of our deliverables. The supplier may we chose the type of remedy on the grounds that this is only possible with disproportionate costs, not refuse, unless the supplier proves that the cost of the remedy selected the original selling price of defective goods by more than double top.
6.7 Met, the supplier is not entitled to our deficiencies within a reasonable period of 10 days, we are entitled to cause the defect or the imposition of a replacement at his own expense on your own. The same applies in cases of emergency, which allow no delay. Case of successive contracts, we may cancel the order as a whole if at least two deliveries have been badly carried out in whole or in part.
7. Damage limitation
To claims for damages of any kind against us in connection with the settlement of our purchase order form 10% of the bill, the upper limit.
8. Liability
8.1 The supplier is liable for all damages caused by defective or not the specifications or corresponding goods from us or our customers. The supplier is liable without limitation in accordance with statutory provisions.
8.2 The supplier shall indemnify us against all claims of third parties, especially of contractual claims, which have their origin in a non-contractual nature or not timely delivery of goods. The supplier is also liable under the Product Liability Act for any damages caused by its products. Any limitations of liability under the provisions of this Act are excluded.
8.3 The supplier is required to stay against all risks arising from product recalls, including the risk insurance at an appropriate level and to prove to us that insurance on request.
8.4The Supplier warrants that the goods and services are free of rights of third parties. If claims are made against us with the assertion that the contractual use and use of goods or services, or are being violated international rights of third parties, the Supplier exempt from such claims upon first request.
8.5 The supplier is obliged to send us allow the necessary explanations about the customs of origin of goods. He is liable for all the disadvantages which we incur due to incorrect or late votes supplier's declaration. If necessary, demonstrate the supplier's information on the origin of goods by means of confirmation from his office's information sheet.
8.6 In addition, the parties liable to each other, subject to Paragraph 7 under the statutory regulations.
9. Confidentiality
9.1 All information and documents, which are known to the supplier under the contract award to the attention also to deal with the execution of the contract beyond strictly confidential.
9.2 Any violation of this confidentiality obligations of the supplier to replace the amount of damage is required. In case of breach of confidentiality obligation, we are also entitled to withdraw all or part of the contract.
10. Severability
If any provision of these Conditions of Purchase or invalid for any reason, or should be revealed gaps, so the validity of the remaining provisions will remain unaffected. The parties are then obligated to replace invalid provisions by such valid provisions that come closest to the originally intended purpose.
11. Performance and Jurisdiction
Performance is the destination specified by us. Exclusive jurisdiction is Munich.
Company 4 Marketing Services
Revision: 13th of October, 2002
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Sale and delivery conditions of the Company 4 Marketing Services
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1. Contract
1.1 Our offers are without engagement, if not specified to an offer in writing. Orders of the client only lead to our written confirmation to the contract. Our written order confirmation is always done on the basis of these sales and delivery terms, unless otherwise expressly agreed in writing.
1.2 The contract performance will be specified by us exactly with the offer in terms of quality, condition and quantity, possibly recalling the request of the client. If the client is on the details of the offer in doubt, he will immediately contact us.
1.3 The information referred to in the offer prices are subject to the proviso that conditions of the underlying contract tender specifications unchanged. No changes at the behest of the client, including a stoppage resulting machine will be charged to the client. Subsequent changes include repeated failure of creating patterns or proofs, are demanded by the customer due to minor deviations from the original.
1.4Sketches, drafts, sample prints, patterns and similar arrangements that have been ordered by the Customer will be charged, even if the order is not granted.
1.5 The minimum order is 500,- €. For orders under 500,- €, we charge a surcharge of 100,- €.
1.6 The information referred to in the offer prices are ex works. They include packaging, freight, postage, insurance and other shipping costs. In addition, the VAT tax is, in their current height. Pricing is based on the current U.S. dollar exchange rate and the current commodity prices. On the subject of price changes, we point out in particular.
2. Delivery time
2.1 The delivery time begins on the day of order confirmation, but not before finding the job clarity. This is available if the contracting authority has been granted production approval for production and that all necessary documents and information with us.
2.2Delivery dates are only binding if they are confirmed by us in writing and there are no grounds for postponing the start of the delivery. The failure of delivery does not relieve the customer from his purchase obligation.
2.3Delivery dates are only binding if they are confirmed by us in writing and there are no grounds for postponing the start of the delivery. The failure of delivery does not relieve the customer from his purchase obligation.
3. Shipping, Delivery and Risk
3.1 The delivery of the goods shall be at the expense and risk of the customer. The product is packaged in our sole discretion, the packaging is charged separately. As evidence is properly packaged, the unchallenged acceptance of the goods by the shipper or carrier.
3.2 The dispatch we make for the client with due diligence, however, are only liable for intent and gross negligence. With the handover to the client, the railway, the shipper or the carrier, the risk is in any case, even with freight delivery to the customer.
4. Invoicing, payment and transfer of ownership
4.1Our invoices are payable within 14 days after receipt of the invoice without any deductions. Arrears with the legal consequences of default occurs at the end received from 14 days of receipt of the invoice, without the need for a reminder. For payment we are entitled to interest on the outstanding bill at 4% above the discount rate of Deutsche Bundesbank from the due date.
4.2 The goods remain our property until full payment. The client is obliged to handle the goods.
4.3 If the fulfillment of the payment claim in jeopardy because of a contract to have occurred or become known deterioration in the financial circumstances of the client, we may withhold payment and payment of all outstanding, even those not yet due invoices require goods not yet delivered and stop further work on current orders . These rights belong to us even if the customer pays, although a warning verzugsbegründeten no payment.
4.4 The client is not entitled to back pay or offset them with any other of us are not recognized counterclaims. This is especially true in the case of objections to the goods delivered.
5.Delivery defects
5.1 The client has the contractual conformity of delivered goods and the check sent for correction pre-and intermediate products (reference samples, sample print) in each case. The risk of any errors is through the production sharing on the client, if it is not an error, which represents a significant departure from this pattern.
5.2 Objections to the quantity or the quality of the delivered goods, including the lack of guaranteed characteristics must immediately recognizable defects in within one week of receipt of the goods at no visible defects within one week after the discovery of the defects specified in writing and be claimed. Transport damages are to immediately report to the carrier. If we make any specific warranty statements can guarantee in any case be invoked only after delivery, within 6 months.
5.3Where complaints are justified, we commit ourselves, at our option, to the exclusion of other claims for repair or replacement. Other claims, particularly the right to change and mitigation, as well as damages of any kind (eg for failure, lack of guaranteed qualities, positive breach of contract, etc.), especially for damages and lost profits are excluded.
5.4Our obligation requires that the client fills us with his payment obligations towards us the necessary time and opportunity given to correct. If the client changes or repairs made without our prior agreement itself or it may proceed by a third party, shall void our warranty obligation.
5.5 Our obligation is valid only for time and challenged us completely back goods delivered, unless another agreement has been reached. For complained, but returned undelivered goods, there is no guarantee obligation.
5.6 Lack of a part shipment shall not entitle to claim the entire delivery, unless the partial delivery for the customer without interest.
5.7 For color reproduction in all printing, slight deviations from the original can not be rejected. The same is true for the comparison between proofs and production prints.
5.8 Deviations from the reference samples from previous shipments or, at unchanged reorders, the minor does not explicitly relate to specified properties, not entitle you to claim.
5.9 Excess or short deliveries up to 10% of the ordered production can not be rejected.
6. Damage limitation
6.1 We are only liable up to the amount of his own claims against the respective supplier. In such a case, we are liberated from our liability, if our claims against the supplier to the customer to step down. We shall be liable as a guarantor to the extent claims against the supplier through fault of ours do not exist or not such claims are enforceable.
6.2 In any case, constitute 10% of the bill, the upper limit for compensation claims of any kind against us in connection with the execution of our order.
7. Liability
7.1 Delays in delivery or failure resulting from circumstances over contracting to include the assertion of claims for damages, replacement and cancellation of the contract made. Delays in delivery due to circumstances for which the client is not represented to preclude the assertion of claims for compensation or replacement. However, he may rescind the contract if the agreed delivery period is exceeded by 1 year and he has set a reasonable deadline for delivery.
7.2 Permanent delivery inability due to circumstances that have neither the client nor we are responsible, preclude the assertion of claims for damages and replacement. Both parties will then be returned under § 323 BGB free of its obligation to perform and have a possibly already paid compensation.
8. Severability
If any provision of these delivery and payment conditions should be invalid for any reason, or should be, or omissions arising as the validity of the remaining provisions remains unaffected. The parties are then obligated to replace invalid provisions by such valid provisions that come closest to the originally intended purpose.
9. Performance and Jurisdiction
Performance is the destination specified by us. Exclusive jurisdiction is Munich.
Company 4 Marketing Services GmbH
Revision: 13th of October, 2004
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