General Terms Conditions of Business of IMTC Manufacturing & Trade GmbH, Huglfing (Germany)
1. EXCLUSIVE APPLICATION OF THESE TERMS AND CONDITIONS
We accept only orders, which are exclusively governed by our terms of business. Any general terms and conditions or purchasing terms of the buyer or any buyer provisions or agreements that derogate from our terms of business shall only be binding on us if specifically approved by us in writing. We hereby object, as a purely precautionary measure, to any general terms and conditions of the buyer. The fulfilment of an order does not constitute an implied acceptance of any terms and conditions of the buyer.
2. QUOTATIONS – ANCILLARY AGREEMENTS – SUBJECT MATTER OF CONTRACT
2.1. Our quotations are not binding. To become legally binding, orders must be confirmed in writing.
2.2. Ancillary agreements relating our quotations and order confirmations and any agreements made with our sales staff shall not be valid, unless confirmed in writing. Verbal agreements shall not be legally binding.
2.3. If in doubt, only our written order confirmation shall be conclusive evidence of the subject matter of contract.
2.4. Operational breakdowns during production (including the supplier side), caused by, but not limited to, war, riots, strike, lock-outs and all other cases of force majeure shall not be reason to terminate the contractual relationship. The frustration of contract principle shall remain unaffected by this.
3. QUALITY OF GOODS – TOLERANCE ON QUANTITY
3.1. We reserve the right to deliver the ordered goods for technical reasons with variations in respect of quality, material, purity, colour, dimensions and other characteristics. The customer shall not be entitled to any warranties in this respect.
3.2. If the ordered goods are specifically produced and/or printed for the purpose of fulfilment of the order, contractual excess or short supplies of up to 10% of the ordered quantity shall be deemed as proper perfromance and will be billed pro rata at the agreed price per item.
4. PRICE
4.1. Our prices are net ex works and subject to VAT incl. packaging. The price does not include custom duties, insurance and other levies, unless provided otherwise under Item 6.
4.2. In case of call orders with a term of more than 3 months, the prices as of the day of delivery, as adjusted due to increased purchase prices or wages, plus VAT will be charged.
4.3. With the exception of samples, we will charge an additional administrative fee of EUR 10.00 for orders with a value of up to and including EUR 50.00.
4.4. Prices for changes to already submitted artwork or data carriers will be billed separately on a time and material basis. Layout and test print costs will be billed separately.
5. CALL ORDERS – CLASSIFICATION OF GOODS – PARTIAL DELIVERIES
5.1 In case of call orders, the whole order quantity shall be deemed called one month after expiry of the period agreed for the call. If there is no such agreement, it shall be deemed called 12 months after conclusion of the contract at the latest.
5.2. We shall be allowed to make partial deliveries and to bill for each partial delivery separately.
6. SHIPMENT
6.1. We ship the goods according to the instructions issued by the buyer. If no instructions are issued, we will ship the goods at our own discretion using a cost-effective shipping method.
6.2. The shipment will not be insured by us and will be dispatched duty unpaid. Dispatch is ex works at the cost and risk of the buyer.
7. DELIVERY TIME
7.1. The delivery time is approx. 15 working days from the time of customer‘s approval for printing. The delivery time information provided by us in our quotations is based on the presumption that we receive together with the order a film and / or data, which are prepared for printing in accordance with our specifications and that we do not need to make any changes or corrections. If we receive final artwork etc. to replace artwork or if corrections need to be made, the delivery time also commences at the time of customer‘s print approval.
7.2. If we should be in delay of delivery, the buyer may withdraw from the contract after the buyer has granted us in writing appropriate extensions (at least eight weeks) and provided that the goods have not been shipped within these extensions.
7.3. Exceeding the delivery period, any delivery delay or the withdrawal from the contract shall not entitle the buyer to claim any compensation from us.
7.4. In case of a first delivery, the delivery time is to commence on receipt of the deposit.
Shipment takes place after notification that the goods are ready for dispatch upon receipt of the remaining amount.
8. LIABILITY FOR DEFECTS – PROTECTED RIGHTS
8.1. We do not warrant that the ordered goods are fit for the purpose intended by the buyer or that it can be used or processed under the conditions prevalent at the buyer‘s or the buyer‘s customer‘s location. It is the responsibility of the buyer to validate this prior to placing the order. We generally do not accept any liability for damage caused by the use of our products.
8.2. Any defects in the delivered goods must be notified to us by the buyer in writing immediately after receipt of the goods.
8.3. Defects in part of the delivered goods shall not entitle the buyer to object to the whole delivery.
8.4. If a properly submitted complaint is accepted by us, we will deliver replacement goods upon receipt of the defective delivery. In this case, we will bear the costs of the return. Instead of remedying the defects, we shall be entitled to elect a reduction of the purchase price. I.M.T.C. decides what is to happen with the defective goods. The buyer must grant to us a period of 15 working days to exercise this right to elect. This period commences at the earliest at the time of arrival of the defective goods at our premises. The buyer shall not be entitled to any other rights, including but not limited to any damages.
8.5. Return of defective goods: Returns are to be arranged by I.M.T.C. The buyer must have the goods ready for collection. We may refuse the acceptance of returned defective goods, if the return was not notified to us in writing at least 3 working days prior to the day of delivery and if the buyer did not receive written agreement from us that we will accept them. If the buyer did not receive written acceptance for the return from us, the buyer must bear all costs of the return.
8.6. Exclusion of Liability: Any changes to the submitted artwork or data carriers must be notified in writing. We generally do not accept any liability for changes and errors overlooked by the buyer. The proof or test print produced by us resembles the colour quality of the submitted artwork or data carrier. Complaints for colour displacement shall not be allowed, if the differences in colour are within the usual printing tolerances. A warranty in respect of authenticity of colours, bronze, finishing and impregnation can only be given to the extent as is granted to us by sub-suppliers or as expressly granted by us in writing. The same applies to changes which may be caused in the course of storage by direct sunlight, fumes etc. Colour differences in case of partial deliveries and repeat orders cannot be avoided and are accepted by the buyer. In case of print on fabric surfaces, foil, synthetic materials or on coloured surfaces, the buyer accpets that significant colour displacements may occur. If the buyer insists that certain colours are used, the buyer must order a test print prior to production start. If such a test print is not ordered, the buyer accepts the colour reproduction that can be achieved using the artwork/films. It is neither possible to avoid colour differences within one single print run and they must be accepted by the buyer.
8.7 We print on various materials, such as foil, fabrics, paper, synthetic materials etc. The pre press, e.g. data preparation, area coverage, dot gain, colour corrections, must be adjusted to the various materials. If the artwork/films are not prepared by IMTC, but by the customer or a third party, the customer accepts the colour reproduction, even in case of significant colour displacement. Colour adjustments during printing is not possible for these materials and with the processing systems used by us. In order to assess the colour reproduction of films provided by the customer, a test print must be ordered.
8.8 Infringement of Protected Rights: When selecting the motifs submitted to us for printing, the buyer must ensure that no protected rights of third parties are infringed. The buyer indemnifies us against all claims for damages by third parties arising from infringements of protected rights.
8.9 Company and Brand Name Printing: We are generally allowed to print our company name or brand names onto the products produced by us, also without specific approval of the customer.
9. INVOICES – PAYMENTS – DATA PROCESSING
9.1. We prepare the invoice once the goods have been dispatched or are ready for collection.
9.2. Our invoices must be paid in full within 30 days of the invoice date.
9.3. If, after execution of the contract, we should become aware of circumstances, which make the financial position of the buyer appear doubtful, we may elect to request advance payment or the provision of a security. The same applies if the buyer does not pay any amount owed to us when due. If one of these cases should occur, all our claims against the buyer shall become immediately due for payment, including those from other transactions. Any open orders that are currently processed shall become contingent on a pro rata payment.
9.4. If the the buyer does not pay an invoice when due, interest shall accrue at a rate equivalent to that of a current loan from our principal bank; at least, however, at a rate of four percent.
9.5. Any payments made by cheque shall only be deemed paid once our bank has credited the amount to our account.
9.6. The buyer is not allowed to set off our claims against its own claims, unless these are undisputed or established as final and absolute orders of a court.
9.7. In case of first time orders, the buyer must pay in advance. 50% prior to commencement of production and upon receipt of the order confirmation. 50% upon notification that the goods are ready for shipment. We shall not be in default if one or both payments have not been made.
9.8. The buyer‘s personal data is processed in accordance with German Federal Data Protection Laws as amended from time to time.
10. RETENTION OF TITLE
10.1. The delivered goods remain our property until all our claims from the business relationship with the buyer have been paid in full. We object to any buyer‘s provisions to the contrary. These are not accepted.
11. PLACE OF PERFORMANCE – JURISDICTION – APPLICABLE LAW
11.1. Place of performance for delivery and payment is D-82386 Huglfing, Germany.
11.2. Exclusive place of jurisdiction for disputes arising from and in connection with this contract is D-82386 Huglfing, Germany. We shall, however, have the right to also take legal action against the buyer in another jurisdiction that applies to the buyer.
11.3. ln case of international transactions the whole contractual relationship shall be subject to the laws of the Federal Republic of Germany, unless some other compulsory legal order applies. The UN Sales Convention shall be excluded.
