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STILL Merchandising

GBC

General conditions of sale

(1) Our conditions of sale apply exclusively; We do not recognize any conditions of the customer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our conditions of sale shall apply even if we carry out the delivery to the customer unconditionally in the knowledge of conflicting or deviating conditions of the customer.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our conditions of sale apply only to companies in the sense of § 310 Abs. 1 BGB.

(1) If the order qualifies as an offer according to § 145 BGB, we can accept it within two weeks.
(2) All our offers are non-binding. Agreements concluded by their acceptance become binding for us only upon our written confirmation.
(3) We, or our subcontractors, reserve the right of ownership and copyrights to illustrations, drawings, calculations, tools, printing documents, templates, samples and other documents, even if the costs for the preparation of these documents and tools continue to be charged to the customer. This also applies to written documents that are designated as "confidential". Before being passed on to third parties, the customer requires our express written consent.

(1) Unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging, freight, postage, insurance and other shipping costs; these will be invoiced separately.

(2) We reserve the right to change our prices accordingly if costs increase after conclusion of the contract, in particular due to changes in customs duties, exchange rates or insurance premiums. We are obliged to proceed in the same way in the event of cost reductions. We shall provide the customer with evidence of both cost reductions and cost increases as soon as and insofar as they have occurred and shall take them into account in the event of cost increases and cost reductions.

(3) The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

(4) The deduction of discounts requires a special written agreement.

(5) Initial transactions shall only be carried out against advance payment. Otherwise, unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date.

(6) For the payment methods credit card, debit card, Apple Pay, Google Pay and PayPal, we charge a fee of 2.5% on the net purchase price. In the event of chargebacks, we charge a processing fee of 35 euros per order.

(7) The statutory regulations regarding the consequences of late payment shall apply. If deliveries or partial deliveries are not paid on time, we reserve the right to postpone the delivery of current orders or new orders until receipt of payment or to make them dependent on advance payment.

(8 ) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

Delivery time, reservation of self-delivery

 

(1) The start of the delivery period stated by us is subject to the clarification of all technical questions.

(2) In the case of goods that we do not manufacture ourselves, we reserve the right to correct and timely self-delivery. If we are not supplied by our own suppliers, we undertake to inform the customer immediately of the exercise of the right of withdrawal and to refund the consideration. Further claims for compensation by the customer are excluded.

(3) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract remains reserved.

(4) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.

(5) If the requirements of paragraph (4) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

(6) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased to exist.

(7) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(8) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(9) Further statutory claims and rights of the customer remain reserved.

 

 

Transfer of risk - packaging costs

 

(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

(2) Separate agreements shall apply to the return of packaging.

(3) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

 

Proof samples, corrections, rights of third parties

 

(1) In the case of a purchase by sample, the previous sampling shall be decisive for the quality to be maintained.

(2) In the case of color reproductions in all production processes, minor deviations from the original cannot be objected to. The same applies between proofs and the print run.

(3) Excess or short deliveries of up to 10% of the ordered print run cannot be objected to. The quantity delivered shall be invoiced.

(4) If an original proof / proof sample is waived for print orders, no warranty can be assumed for the design, color accuracy, etc.

(5) The customer shall be liable for ensuring that the documents provided by him are free of third-party rights. By placing an order, the customer shall indemnify us against all claims asserted against us due to any infringements of rights. We are not obliged to accept orders or may withdraw from orders that involve an infringement of third-party rights or the risk of such infringements.

Liability for defects

 

(1) Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

(2) If there is a defect in the purchased item, the customer shall be entitled, at his discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

(3) If the subsequent performance fails, the customer shall be entitled to demand withdrawal or reduction at his discretion. The return of rejected goods requires our prior consent.

(4) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(5) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall also be limited to the foreseeable, typically occurring damage.

(6) Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for the foreseeable, typically occurring damage.

(7) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(8) Unless otherwise stipulated above, liability is excluded.

(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

 

Joint and several liability

 

(1) Any further liability for damages other than that provided for in § 7 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.

(2) The limitation according to paragraph (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for damages.

(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

 

Retention of title

 

(1) We reserve title to the purchased item until receipt of all payments from the delivery contract. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale are to be offset against the customer's liabilities - less reasonable selling costs.

(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.

(3) In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(4) The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(5) The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

(6) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.

(7) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the purchased item with a property.

(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

 

Miscellaneous

 

(1) We and our suppliers are entitled to affix our company logo or our company name to the delivered goods and to use the goods delivered by us for commercial purposes, in particular for display in our business premises and for illustration in catalogs and brochures of all kinds.

(2) We are entitled to store the data of which we become aware in connection with the business transaction and to pass these on to the contractual partners engaged by us for processing.

(3) Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

shall not affect the validity of the remaining provisions or the underlying contract.

 

Place of jurisdiction, place of performance

 

(1) If the customer is a merchant, our registered office is the place of jurisdiction; however, we are also entitled to sue the customer at the court of his place of residence.

(2) The law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless otherwise stated in the order confirmation, the place of performance shall be the place where the seller makes the goods available to the customer (e.g. ex works, factory, warehouse, etc.).