Terms and Conditions

§ 1 General – Scope of the sales conditions

• (1) Our terms of sale apply exclusively; we do not accept any conditions of the customer that contradict them or deviate from them, unless we have expressly agreed in writing to their validity. Our terms of sale also apply when, in the knowledge of conflicting or deviating conditions of the customer, we unconditionally perform the delivery to the customer.
• (2) Our terms and conditions of sale apply only to entrepreneurs within the meaning of § 310, paragraph 1, of the German Civil Code.
• (3) Our terms and conditions of sale apply also to all future transactions with the customer.

§ 2 Offer – Conclusion of the contract

• (1) Our offer is non-binding unless otherwise stated herein. If a customer’s order qualifies as an offer under § 145 BGB, we may accept it within 2 weeks. The customer is obliged to accept our offer within two weeks. After that, their late acceptance constitutes an offer to us.
• (2) We reserve the ownership and copyright rights to illustrations, drawings, calculations and other documents. This also applies to our tender documents. Before they are passed on to third parties, the customer requires our express written consent.

§ 3 Printing patterns/overprints

• It is recommended that each customer have a printout made. If the creation and submission of a printout/print are not required, our liability is limited to gross negligence. In any case, slight color differences or differences in quantity of up to 10% do not entitle % the customer to a claim for defects.

§ 4 Prices – Payment terms

• (1) Unless otherwise stated in the order confirmation, our prices are „ex works“, including packaging. Shipping costs are charged separately.
• (2) The statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day the invoice is issued.
• (3) The deduction of a discount requires a special written agreement.
• (4) Unless otherwise stated in the order confirmation, the purchase price is due for payment within 14 days of the invoice date, net (without deduction). If the customer is in default, we are entitled to demand interest on late payment of 8 percentage points above the base interest rate.
• (5) The customer is only entitled to set-off rights if his counterclaims have been legally established, uncontested, or acknowledged by us. Furthermore, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 5 Delivery time

• (1) The start of the delivery time specified by us requires the clarification of all questions, in particular the requirements for the creation of print data that are necessary for the production technology. Delivery times are non-binding unless they are explicitly confirmed in writing as contractual deadlines in the order confirmation.
• (2) Compliance with our delivery obligations further requires the timely and proper fulfillment of the customer’s obligations. The right to invoke the non-fulfillment of the contract remains reserved.
• (3) If the customer breaches the terms of acceptance or culpably fails to fulfill other obligations of cooperation, we are entitled to demand compensation for the damage incurred to us in this regard, including any additional costs. Further claims are reserved.
• (4) If the conditions of paragraph (3) are met, the risk of accidental destruction or accidental deterioration of the purchased item shall pass to the customer at the point in time when they become in default of acceptance or of payment.
• (5) We are liable in accordance with the statutory provisions, insofar as the underlying purchase contract constitutes a fixed-price transaction within the meaning of § 286, paragraph 2, no. 4 of the German Civil Code (BGB) or of § 376 of the German Commercial Code (HGB). We are also liable in accordance with the statutory provisions, provided that as a result of a delivery delay attributable to us, the customer is entitled to claim that his interest in the continued performance of the contract has lapsed.
• (6) We are also liable in accordance with the statutory provisions, provided that the delivery delay is based on a deliberate or grossly negligent breach of contract attributable to us; any fault on the part of our representatives or vicarious agents shall be attributed to us. If the delivery delay is not based on a deliberate breach of contract attributable to us, our liability for damages is limited to the foreseeable, typically occurring damage.
• (7) We are also liable under statutory provisions, insofar as the delivery delay attributable to us is based on the culpable breach of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
• (8) Further statutory claims and rights of the customer remain reserved.

§ 6 Transfer of risk – packaging costs

• (1) Unless otherwise stated in the order confirmation, delivery is agreed to be „ex works“.
• (2) Special arrangements apply for the return of packaging.
• (3) If the customer so wishes, we will cover the delivery costs through transport insurance; the costs incurred in this respect are borne by the customer.

§ 7 Liability for defects

• (1) The customer’s claims for defects require that they comply properly with their duty of investigation and complaint under § 377 of the German Commercial Code (HGB). This means that the goods (especially for trade shows and appointments) must be inspected within three days, in particular with regard to size, quality, workmanship and color. However, slight color deviations or differences in quantity of up to 5 % do not constitute a defect and do not entitle the customer to a claim for defects.
• (2) If a defect in the purchased item exists, we are entitled, at our discretion, to provide additional rectification in the form of correcting the defect or delivering a new defect-free item. In the case of additional rectification, we shall bear the necessary expenses only up to the amount of the purchase price. If the customer returns the item for inspection of a defect, in the event that we have not yet confirmed the defect and must first verify it, the customer shall bear the costs of returning the item initially. If the alleged defect is confirmed, we shall refund the usual necessary return shipping costs.
• (3) We are liable in accordance with the statutory provisions, provided that the customer asserts claims for damages based on intent or gross negligence, including the intent or gross negligence of our representatives or vicarious agents. To the extent that we are not held liable for intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
• (4) We are liable under the statutory provisions if we culpably breach a material contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage. A material breach of contract exists when the breach of duty relates to an obligation the performance of which the customer relied on and was also entitled to rely on.
• (5) To the extent that the customer is entitled to compensation for damages instead of the performance, our liability is also limited to the reimbursement of the foreseeable, typically occurring damage within the framework of paragraph (3).
• (6) The liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
• (7) Unless otherwise specified above, liability is excluded.
• (8) The limitation period for claims for defects is 12 months, calculated from the date of transfer of risk.

§ 8 General liability

• (1) Any further liability for damages as provided for in § 6 is excluded – regardless of the legal nature of the claim asserted – particularly for claims for damages arising from negligence at the time of contract conclusion, due to other tortious breaches, or due to criminal claims for compensation for material damage pursuant to § 823 of the German Civil Code (BGB).
• (2) The limitation under paragraph (1) also applies if the customer requests compensation for non-pecuniary losses instead of seeking compensation for damages.
• (3) To the extent that our liability for damages is excluded or limited, this also applies with respect to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

§ 9 Real property reservation security

• (1) We retain ownership of the purchased item until all payments from the delivery contract have been received. In the event of the customer’s breach of contract, particularly in the event of late payment, we are entitled to reclaim the purchased item. The withdrawal of the purchased item constitutes a termination of the contract. Upon withdrawal of the purchased item, we are authorized to dispose of it; the proceeds from the disposal are to be applied to the customer’s liabilities – minus reasonable disposal costs.
• (2) The customer is entitled to continue selling the purchased item in the ordinary course of business; however, he hereby assigns to us all claims amounting to the invoice amount (including VAT) of our claim arising from the resale to his customers or third parties, regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds obtained, does not fall into arrears, and in particular no application for the opening of a settlement or insolvency proceedings has been submitted or payment default has occurred. However, if this is the case, we may require the customer to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
• (3) The processing or transformation of the purchased item by the customer is always undertaken on our behalf. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (invoice amount, including VAT) to the other processed items at the time of processing. The same applies to the item resulting from the processing, in addition to the purchased item delivered subject to reservation.
• (4) We undertake to release the securities due to us at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.

§ 10 Jurisdiction – Place of performance

• (1) Insofar as the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer in the court of his/her place of residence.
• (2) The law of the Federal Republic of Germany applies; the applicability of the UN Sales Law is excluded.
• (3) Unless the order confirmation states otherwise, our place of business is the place of performance.

§ 11 Copyright

• (1) Photofabrics GmbH is not in a position to pre-screen all print designs created and ordered by customers for any possible legal infringements. However, Photofabrics GmbH reserves the right to check all orders for their feasibility and any possible legal infringements. In the event of recognizable or obvious legal infringements (in particular violations of third-party rights and violations of statutory regulations), or if there is a suspicion of such, Photofabrics GmbH may reject the order within the legal timeframe. Photofabrics GmbH also reserves the right not to print offensive, politically or religiously glorifying or pornographic images without further justification. Photofabrics GmbH further reserves the right to reject orders without providing reasons. If the performance of Photofabrics GmbH is not provided, a consideration already provided by you, less a processing fee of 12.00 euros, will be refunded.
• If you use your own designs for the design of your printed products, you guarantee to PhotoFabrics GmbH that these designs are free of third-party rights. Should claims and demands be made by third parties due to the infringement of rights, you, as a customer of PhotoFabrics GmbH and its websites, will indemnify and oblige to reimburse all related costs to PhotoFabrics GmbH.

§ 12 Customer promotion

• PhotoFabrics GmbH is entitled to advertise with the logos and/or names of customers, for example under the “Our Customers” tab on the website www.stoffdruck.com, unless three working days have passed since a customer submitted a written objection.

Status: 2016