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General Terms and Conditions.

  1. Scope of application
    Our quotations, taking of orders as well as any and all supplies and deliveries will be exclusively based on these terms of sale and of delivery respectively which will apply to future deliveries even though they may not be expressly notified for such future deliveries. Any conflicting confirmations by the Buyer are hereby expressly excluded. We also exclude any conflicting terms and conditions we may have taken note of and after we may have made unconditional delivery. Oral agreements or agreements reached by telephone that may conflict with our terms of sale or delivery will only be effective subject to our written confirmation.
  2. Quotation and conclusion of the contract
    Our quotations will be non-binding and subject to our confirmation only. We will only be bound to orders that have been confirmed by us in writing. Amendments, additions or subsidiary agreements will only be effective if made out in writing. Our salespersons are not authorized to make any oral side agreements or to make any promises beyond the scope of the written contract. Any samples or press proofs provided free of charge will be deemed to be non-binding approval samples only. Production samples of > 25 kg will be invoiced following successful testing or trial run. An introductory quantity-dependent discount may be granted for that purpose.
  3. Supply and delivery
    1. Delivery dates or periods of delivery quoted will be kept by us whenever possible. However, we will only accept liability for any delivery dates or periods of delivery expressly and bindingly agreed and promised by us in writing.
    2. Force Majeure events occurring at the Vendor's or its suppliers' facilities will extend the period of delivery by the duration of said Force Majeure events, including a reasonable start-up time upon the lapse of the same without this giving rise to any right of or claim for compensation on the part of the Buyer. For the purposes hereof, Force Majeure will specifically be deemed to include, among others, business interruptions due to government actions, non-availability of raw materials or energy, strikes, lockouts, accidents, non-availability of transportation, unforeseeable disruptions of production or other such events that would hamper supply and delivery through no fault of ours. If any Force majeure event should result in an extension of the period of delivery by more than thirty (30) days, either Party hereto may rescind from the contract.
    3. If any periods of delivery bindingly agreed or promised are not met for reasons attributable to us, the Buyer will be entitled to rescind from the contract only after having set a reasonable grace period. Claims for damages on the part of the Buyer for self-inflicted delays in delivery will be limited to liquidated damages in the amount of one percent (1%) of the value of the goods to be delivered per full week of delay, however no more than a total of five percent (5%) of the value of the goods to be delivered unless such delay in delivery would be caused through gross negligence.
    4. Our obligation to supply will be deemed suspended if and for as long as the Buyer should be in arrears with any of its matured liabilities. Moreover, we reserve the right to rescind from the sales contract if, after conclusion of the contract, it becomes reasonably evident that the Buyer is insolvent or that the business enterprise of the Buyer will be acquired by a different owner.
    5. Unless otherwise specified in the order confirmation, we will make delivery either ex works or ex our distributing warehouse for the account and risk of the Buyer, at our own discretion.
    6. Our deliveries will be subject to excess quantities o shortfalls of no more than ten percent (10%) of the volume ordered subject to manufacturing or packaging reasons.
    7. The minimum purchase quantity for all printing inks, extenders or varnishes will be 25 kg per purchase order or shipment respectively. Exceptions will be shown separately in the quotation. This rule does not apply to additives or printing aids.
  4. Prices
    1. Unless otherwise agreed our prices shall be understood ex works Halle (Saale) / Germany including standard packaging in the offered standard packing drum, plus statutory value-added tax. Shipping costs as well as the costs of transportation insurance or special packing will be at the Buyer's expense.
    2. Invoicing will be based on the weight of the outgoing goods or quantity respectively and the prices in effect at the day of delivery. If said prices have increased since the time of the conclusion of contract, the Buyer will be entitled to cancel the purchase order within fourteen (14) days from notification of the respective increase in prices. This right of cancellation will not apply to increases in price caused by an increase in VAT rates or freight rates respectively. Additives will be charged per packaging unit at the base price.
    3. In the event of culpably caused non-acceptance of bindingly ordered goods the Buyer shall indemnify the Vendor at a rate of fifteen percent (15%) of the net invoice value. This will specifically apply in cases whereby we have rescinded from the contract after delay in acceptance by the Buyer and after granting a grace period.
    4. For unit load shipments and an order net volume of < 50 kg, we will charge a freight cost surcharge in the amount of fifty Euros (EURO 50) per shipment. An expediting fee or express surcharge in the amount of twenty-five Euros (EUR 25) per shipment for unit load shipments will be charged for guaranteed deliveries within 24 hours.
    5. For the standard packing drum specified for a specific item please refer to our quotation.
    6. Our standard packing drums for goods shipped in barrels will be filled with volumes of 25 kg, 50 kg, 100 kg or 200 kg respectively.
  5. Notification of defects and warranty
    1. The Buyer will be obligated to inspect the goods supplied and delivered for defects immediately upon arrival, specifically for conformity with the purchase order data. The Buyer shall satisfy itself of the serviceability of the goods for the intended use as soon as the goods are put to use.
    2. We shall be notified by the Buyer of any defects in material or workmanship or quantity defects without any undue delay in writing, however no later than within one week from receipt of the goods or from getting knowledge of the defect respectively. If any defects not known so far become apparent during processing only, the Buyer will have the burden of proof for the fact that the respective defect could not have been detected if the goods had been subjected to preliminary testing or specimen printing respectively. No claims for hidden defects may be filed if not notified to us in writing within six (6) months from delivery.
    3. In the event of justified claims for defects, either we will replace the goods supplied and delivered or take back the goods or reimburse the purchase price at our own discretion. Should, after replacement, also the replacement goods be found to be defective, the Buyer will be entitled to claims for rescission or reduction in price. Warranty will be deemed forfeited if any defects in the goods supplied and delivered by us have been caused by improper use, erroneous order or use of inappropriate additives respectively. The same will apply in instances of breach of the duty to inspect the goods assumed pursuant to Section 5.1 hereof. Warranty claims towards the Vendor may exclusively be ascertained by the immediate Buyer only and may not be assigned to any other parties.
    4. Specifications such as percentages or mixing ratios for our products shall be deemed to be merely approximate mean values only. Deviations within the error limits allowed for each isolated case that are unavoidable in spite of all due care taken in the manufacture of the goods are expressly excepted. We will provide application-technical consultancy to the best of our knowledge and based on our own research and experience. However, all and any information we may provide in terms of the appropriateness or application of our products should be deemed to be nonbinding and will not relieve the Buyer from conducting its own tests or trial runs respectively.
    5. Rejected goods may be returned to us exclusively subject to our express consent only.
  6. Limitation of liability
    1. Claims for damages or compensation from positive violation of contractual duty or breach of contract, from culpa in contrahendo or from tortuous act against the Vendor and / or its vicarious agents or assistants will be excluded except for instances of willful misconduct or gross negligence, or damage due to injury to life, body or health. Claims for damages may only be ascertained up to the ceiling amount specified at Section 3.3 hereof. In any case, our liability, for whatever legal ground, will be limited to replacement of typical contractual damages as foreseeable at the time of conclusion of contract.
    2. The Buyer undertakes to indemnify and hold ourselves harmless for and against any third-party claims for damage caused in connection with the storage of our products in the Buyer's warehouse unless the same should arise due to willful intent or gross negligence on the part of ourselves or of our vicarious agents or assistantsrespectively.
  7. Reservation of title
    The goods supplied and delivered hereunder will remain our property until paid in full and until all our claims will have been settled in full. This will equally apply to any new products that are produced through processing of the goods that are subject to reservation of ownership. If said goods are processed, combined or blended with any other goods that are not our property, we will acquire and retain ownership in such portion as corresponds to the value of the goods subject to reservation of ownership in relation to the other processed goods. The Buyer will not require any claims vis-a-vis ourselves from said processing of the goods subject to reservation of ownership or their storage. The Buyer will be entitled to resell said goods in the regular course of business. The Buyer will assign to us by way of security any claims from the sale of goods in which we have a right of ownership in the proportion of our ownership share in said goods. We hereby accept such assignment. If the value of our securities exceeds our claims by more than twenty percent (20%), we will release any such excessive securities at our own discretion. The Buyer will not be entitled to mortgage or transfer any said securities in the goods supplied and delivered subject to reservation of ownership. Moreover, the Buyer will be obligated to notify us of any mortgaging, commencement of bankruptcy proceedings or any such other material events that might impair our rights or privileges without any undue delay.
  8. Payment
    1. Our invoices for goods supplied and delivered will be due for payment within thirty (30) days from the date of issue strictly net, or within ten (10) days with a discount of two percent (2%) respectively. Deduction of cash discount will not be allowed if and to the extent other invoices should still be unpaid. Our invoices for services rendered will be payable strictly net within ten (10) days from the date of issue.
    2. If the period allowed for payment is exceeded, we will be entitled to interest for delay in the amount of the interest rate charged by banks for open overdraft facilities plus statutory VAT. They should be set lower if the Buyer furnishes evidence of a lesser burden.
    3. Bills of exchange or predated checks will only be accepted based on specific agreements, and only as payment and while charging any associated cost. We will not accept liability for the timely presentation or protesting.
    4. The Buyer will only be entitled to set off against our claims any finally decided and undisputed counterclaims, or ascertain rights of retention based on such counterclaims respectively. If there is reasonable doubt as regards the solvency of the purchaser, we will be entitled to request cash before delivery or to revoke any periods allowed for payment previously granted.
  9. Severability clause
    Should any one provision hereof be or become void or ineffective, the remaining provisions hereof shall remain unprejudiced. Said void provision will be replaced by a new provision that will most closely resemble the intended economic purpose, to the extent allowed by law.
  10. Place of performance or delivery, and venue
    The place of performance or delivery shall be Halle (Saale) / Germany. The place of venue for general merchants, bodies corporate organized under public law and public-law special funds shall be Halle (Saale) / Germany, including for purposes of action on checks or bills of exchange. These GTC shall be governed by the law of the Federal Republic of Germany (German law).

    Halle (Saale) / Germany, 2016

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