General Terms and Conditions of Achilles Präsentationsprodukte GmbH
Version: July 2021
1. General provisions
The terms and conditions of the contractor (Contractor) form the basis of all business relationships with the client (Client). They apply only to transactions with
a) persons acting in the exercise of their commercial or independent professional activity (businesses), and
b) legal entities under public law and special funds under public law.
Ancillary agreements and amendments to the contract must be made in writing. This also applies to the waiver of the written-form requirement itself.
2. Prices
a) All agreed prices are net prices plus statutory VAT. VAT is shown separately on the invoice. The Contractor shall not be liable for VAT debts or VAT violations of its domestic or foreign Clients. If the Contractor is held liable for such obligations, the reimbursement claim shall become due for payment immediately.
b) Order changes after approval by the Client, including any machine downtime caused thereby, may be charged separately to the Client.
c) The Contractor is entitled to charge the Client separately for costs incurred due to requested accelerated delivery, in particular weekend work and increased shipping costs. The correction of errors in the data setup (digital data) will be charged based on time and effort. If material provided by the Client for further processing cannot be processed, or can only be processed with increased effort, the additional costs incurred will be charged to the Client.
d) Billing is based on the delivered quantity. Delivery and billing of excess quantities of up to 5% of the ordered print run may not be objected to.
e) In the event of an underdelivery of up to 5%, subsequent performance would involve disproportionate costs. This does not constitute a material defect.
f) For ordered quantities of up to 1,500 pieces, excess deliveries of up to 10% may not be objected to.
3. Delivery periods
a) The Contractor shall state the expected delivery date in the order confirmation. The delivery period shall not begin until the order has been fully clarified and the Client has approved the digital proof and/or other documents requiring approval in writing and these have been received by the Contractor. A specific delivery date or delivery period shall only be effective if agreed in writing.
b) If performance becomes impossible for the Contractor or for anyone else, the Contractor may withdraw from the contract. The Client shall not be entitled to claims for damages.
c) The same applies if the Client or another supplier has not provided the Contractor with the material required to carry out the order, or has not provided it on time or in sufficient quantity.
4. Delayed delivery
Claims for damages due to delayed delivery are excluded.
5. Shipping
The Contractor takes back packaging in accordance with the German Packaging Ordinance. Wire mesh boxes remain the property of the Contractor. The Client must return the same number of Euro pallets. The return must be made within a reasonable period, in perfect condition and carriage paid. Returned packaging must be clean, free of foreign substances and sorted according to packaging type. Otherwise, the Contractor is entitled to demand reimbursement from the Client for any additional disposal costs incurred.
6. Payment
a) The Contractor’s invoice is payable within 14 days of the invoice date.
b) The Contractor is entitled to invoice partial deliveries and partial services.
c) If the Client defaults on its payment obligations, including obligations arising from other contracts with the Contractor, or otherwise acts in breach of contract, all claims of the Contractor shall become due immediately. The Contractor may retain goods not yet delivered, demand payment concurrently with delivery, and suspend further work on ongoing orders.
d) In the event of a complaint, the Client is not entitled to completely refuse timely payment of the invoice.
e) The Client may not offset counterclaims unless these are undisputed or have been finally established by a court of law. The Client may not derive any rights of retention from other contracts.
7. Retention of title
a) All materials and finished products delivered by the Contractor remain the property of the Contractor until the invoice amounts have been paid in full.
In the case of processing or transformation of goods owned by the Contractor, the Contractor shall be deemed the manufacturer pursuant to Section 950 of the German Civil Code (BGB) and shall retain ownership of the products at every stage of processing. If third parties are involved in the processing or transformation, or if materials of the Client are further processed, the Contractor’s ownership shall be limited to the co-ownership share corresponding to the invoice value of the processed goods. The ownership thus acquired shall be deemed retained ownership.
b) The Client is entitled to dispose of the material delivered by the Contractor in the ordinary course of business. The claims arising therefrom are hereby assigned to the Contractor in the amount corresponding to the Contractor’s co-ownership share. The Contractor accepts this assignment. The Contractor is entitled to notify the purchaser of this assignment. Upon request, the Client must at any time provide the Contractor with information about the purchaser and the amount of the assigned claim.
c) As long as the Client is not in default of payment, the Client is authorized to collect the claim assigned to the Contractor.
d) If the value of the security exceeds the Contractor’s claim by more than 20%, the Contractor shall, at the Client’s request, be obliged to release the excess security. The Contractor shall have the right to choose between several securities.
8. Liability for defects
a) Notices of defects must be submitted within 3 days of receipt of the delivery; otherwise, warranty claims are excluded.
b) The Client shall have no warranty claims if the subject of the order was not customary market material, unless the Client has informed the Contractor in writing of the special characteristics of the material and the Contractor has confirmed the order in writing.
c) The same applies if the Client provides the Contractor with defective digital data itself or through third parties. In all other respects, the digital proof is decisive for the execution of the order. The digital proof does not include binding color accuracy.
d) The Contractor shall, at its discretion, repair or replace free of charge those parts that prove to be defective due to a circumstance existing at the time of transfer of risk.
e) The Client’s claims are generally limited to subsequent performance. However, the Client expressly reserves the right, if subsequent performance fails, to reduce the price or, at its discretion, withdraw from the contract.
f) For damage not occurring to the delivered goods themselves, the Contractor shall only be liable in cases of intent, gross negligence, culpable injury to life, body or health, fraudulent concealment or warranty. Liability under the German Product Liability Act remains unaffected.
g) If the Contractor breaches other contractual obligations, liability in cases of slight negligence is limited to the typical contractual damage that was reasonably foreseeable.
h) Claims of the Client shall become time-barred after 12 months. The statutory limitation periods apply in cases of intentional or fraudulent conduct and to claims under the German Product Liability Act.
i) The technical data sheets at http://www.achilles.de/praesentiert/technische-merkblaetter form part of the contract.
j) A production deviation of +/- 1.0 mm does not constitute a material defect.
9. Execution
a) The order shall be executed in accordance with the generally recognized state of the art and within the scope of technically necessary material- and process-related tolerances, unless specific order standards have been defined.
b) The rights under Section 642 BGB shall also apply to the Contractor if the material supplied by the Client cannot be properly processed or transformed due to its condition.
c) If material belonging to the Client is damaged during inspection for its suitability for processing or transformation, the Contractor shall only be responsible in cases of intent and gross negligence.
10. Copyright
a) Copyright and reproduction rights to sketches, samples, designs, originals, films and similar materials remain with the Contractor.
b) Lithographs, copy templates, embossing plates, digital proofs, cutting tools, contours, etc. remain the property of the Contractor if they are based on digital data. This also applies if proportional cost contributions were charged separately for them. The Contractor has no obligation to retain them.
11. Place of performance and place of jurisdiction
The place of performance for the Contractor’s delivery is the processing facility. The place of jurisdiction and the place of performance for payment is Celle. The law of the Federal Republic of Germany shall apply unless the application of German law is excluded by mandatory provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. The General Terms and Conditions of Achilles Präsentationsprodukte GmbH shall take precedence.