general terms and conditions of trade
1. All deliveries, services and offers by International Graphics Walmsley GmbH (hereinafter referred to as IG) shall take place on the basis of these General Terms and Conditions of Trade. The same applies to all future business relations, which need not be expressly agreed upon each time. In this respect it will suffice for the General Terms and Conditions of Trade to be re-sent to the customer together with a delivery. These terms shall be deemed to have been accepted upon receipt of services at the latest. Counter-confirmations by the customer referring to his own terms and conditions of trade are hereby expressly contradicted. Deviations from these General Terms and Conditions of Trade and deviations from the contract confirmation and/or placement of an order are only effective if confirmed by IG in writing. Our offers and the prices indicated in our many price lists are subject to confirmation.2. New customers are required to provide IG with the following information: COMPANY NAME; BUSINESS ADDRESS, and if different from the business address, the BILLING ADDRESS; FIRST NAME AND SURNAME OF THE BUSINESS OWNER and/or MANAGING DIRECTOR; TRADE REGISTRY NUMBER and/or a copy of the BUSINESS REGISTRATION; FIRST ORDER ON A “CASH-ON-DELIVERY” BASIS, BANKING DETAILS THEREAFTER if payment is by DIRECT DEBIT. IG requires a valid VAT identification number for all international customers.
3. Conclusion of Contract
The customer is bound to his order for 60 days after placement of the order with IG. Additional deliveries are possible within 60 days. Thereafter, and unless otherwise agreed, both parties are freed of their respective obligations of DELIVERY AND ACCEPTANCE. Delivery dates or deadlines, which may be agreed upon on a binding or non-binding basis, must be indicated in writing. IG cannot be held responsible for delays in deliveries or in service performance as a result of force majeure
and events that render delivery by IG exceedingly difficult or impossible – including, in particular, strike action, lockouts, administrative orders etc., even when such events occur in the domain of IG’s suppliers or sub-suppliers – and even in the case of delivery dates and deadlines agreed upon in a binding manner. Such circumstances and events entitle IG to postpone delivery and/or service performance for the duration of the impediment plus a reasonable set-up time, or to withdraw from the contract partly or wholly owing to the unfulfilled part of the contract. Should the delivery impediment last longer than 3 months, the customer is entitled, subsequent to the setting of a reasonable deadline in writing, to withdraw from the contract in respect of the unfulfilled part of said contract. If the delivery time is extended or if IG is freed of its obligation to deliver, the customer shall not be entitled to claim damages as a result thereof. IG may only invoke the aforementioned circumstances if the company gives the customer reasonable notice thereof (10 working days). If IG is responsible for the non-observance of the agreed delivery dates and deadlines to which it is bound or if IG is in default, the customer is entitled to claim compensation for default in the amount of half a per cent for each full week of delay up to a maximum, however, of 5% of the invoice amount relating to the delivery or service performance affected by the delay. Claims exceeding this are excluded unless the delay can be attributed to gross negligence or premeditation on the part of IG. IG has the right to make partial deliveries and perform partial services at any time. Strictly speaking, orders do not require confirmation. IG reserves the right to reject orders on important grounds, which grounds the company must communicate to the customer, namely the purchaser. The delivery of ordered goods takes place through transfer of the goods to the carrier – the postal service, UPS and/or a forwarding agent. The customer’s assumption of risk begins upon transfer of the goods by IG. Additional deliveries are free of charge for deliverable goods with a net order value of €45. Nevertheless, IG reserves the right to take a different decision in individual cases.
In principle, set delivery deadlines or fixed dates for order deliveries require written confirmation from IG.
Acceptance of goods must be refused in the case of obvious damage to goods. Returns are strictly only accepted by IG if IG is notified of such damage within 24 hours and if the goods are repackaged properly in their original packaging (PACKAGE = ROLL + CORRUGATED CARDBOARD + TISSUE PAPER). Other complaints are taken into consideration if they are made in writing within 8 days after receipt of the goods. In the case of reproductions, deviations in colour tone and text errors do not constitute grounds for complaint. Sizing, paper quality, technical, printing and/or manufacturing differences to patterns and catalogue illustrations are, unfortunately, unavoidable and can therefore not be accepted as grounds for complaint. IG is entitled to check goods, incl. their packaging, that are the subject of a complaint and/or reproof on site, and/or to claim back the costs incurred by IG in completely repackaging the goods properly. The goods are collected by IG. Unpaid returns by customers are strictly prohibited.
Our prices are subject to alteration without notice. Our current catalogue prices, available from our respective service-information sources, are valid for all article groups. These catalogues also contain the freight and packaging costs for both domestic and international deliveries. In the case of international deliveries, delivery is made strictly on a cash-in-advance or cash-on-delivery basis, or on the basis of payment by credit card. Postage and packaging costs are incurred with international deliveries. Carriage-paid limits are available on request for various EU countries. Postal and packaging costs are incurred for sales aids such as postcard, envelope and finished product stands.
IG shall assume liability for defects in delivered goods as follows: the customer has a right to put in a claim for the removal of defects (remedy of defects) within a period of six months following delivery of the goods, in which case multiple remedies of defects by IG are permissible. If IG is unable to remove the defects that are subject to its warranty obligation (failure to remedy defects) or if further attempts to remedy the defects are deemed unacceptable by the customer, the customer may demand a cancellation of the sale (rescission of the contract) or a reduction in price (lowering of the purchase price) in place of a remedy of defects; otherwise, the provision stipulated in Clause 4 above applies. The warranty covering sales aids and stands extends, at our discretion, to a replacement and/or remedy of a defect. Should this not be possible, the purchaser may demand a reduction in price or the cancellation of the sale. Warranty claims against IG may only be made by direct customers and are not transferable. Claims for damages arising from the impossibility of performance, from the non-fulfilment of contractual obligations, from positive breach of contract, from negligence in concluding the contract, and from actionable tort are excluded both against IG and against the company’s subcontractors and/or vicarious agents, provided the damages were not caused deliberately or through gross negligence. Subsequent claims for defective goods are excluded. In all cases, IG’s liability as regards claims for defects and damages is limited to the invoice value pertaining to the service performed. Catalogue specifications or descriptions relating to individual objects of art, particularly as regards manufacturing directions and originality, that are made to the best of our knowledge, do not constitute assurances of qualities or properties pursuant to § 459 et seq. of the German Civil Code (BGB).
The products distributed by IG are subject to international copyright laws. Every use, exploitation, modification etc. that is not expressly permitted in terms of copyright law requires the respective consent of the holder of the copyright. This also applies to all types of reproductions, adaptations and microfilming, as well as storage or processing in electronic systems.
8. Reservation of Proprietary Rights
IG continues to own all goods delivered until full payment of the sales price is received - when payment is made by bill of exchange, cheque, direct debit or electronic transfer, until said amount is credited to our account. Furthermore, IG hereby expressly claims an extended reservation of ownership – also in the case of IG’s consent to the further processing of goods supplied before payment is due. In the event that third parties have access to goods subject to our reservation of ownership, which includes the hypothecation of said goods or the pledging thereof as security etc., IG must be informed thereof and/or our consent thereto obtained in writing. In the case of breach of contract, should the required amount not be paid immediately, particularly where payment is delayed, the goods subject to our reservation of ownership must be returned to IG immediately and in absolutely impeccable condition at the customer’s expense.
With new customers, deliveries are made on a cash-on-delivery (C.O.D.) or CASH-IN-ADVANCE basis.Deliveries outside Germany: STRICTLY NET on a CASH-IN-ADVANCE basis. All payments must be free of charge for the payee into our specified accounts. Bank charges arising from the amount required to settle the invoice will be invoiced to the customer. In the event of a delay in payment, all debts incurred from current orders become due immediately. Reminder charges amount to €3 per reminder. After 45 days, IG will invoice the defaulting customer for an amount equivalent to 13% of the invoice amount for every month commenced as damage caused by delay. IG reserves the right to deliver to customers only on a C.O.D. basis on important grounds.
10. Within the framework of regulations governing the prevention of packaging waste, IG shall take back all materials dispatched by IG within the legally stipulated timeframes. IG is entitled to have this packaging waste completely removed over long time intervals by a contractor, a forwarding agent in particular. The customer undertakes, on his part, to keep this packaging at the ready separately, and to hand it over to the forwarding agent. IG is a member of “ISD INTERSEROH GmbH” in Cologne.
11. Concluding Clause
The substantive law of the Federal Republic of Germany shall apply. The UN Convention on contracts for the international sale of goods shall not be applicable. If the customer is a commercial businessman, legal entity of public law or public special estate, exclusive jurisdiction and legal venue for all disputes arising from this contract shall be Karlsruhe. The same applies if the customer is without jurisdiction domestically. The place of performance shall also be Karlsruhe. Should individual provisions of the agreement between IG and the customer, including the provisions of these General Terms and Conditions of Trade, be or become invalid in whole or in part or contain a loophole, this shall not affect the validity of the remaining provisions. IG hereby makes express reference to the fact that the customer’s data are stored separately as inventory and billing data in accordance with the currently applicable statutory provisions relating to data protection.
As at: October 2010 Return Policy
Right of Withdrawal
You may withdraw from your contractual agreement within 14 days without statement of reasons. This may be done in writing (e.g. by letter, facsimile, e-mail) or, if the goods have already been delivered before this period has expired, by returning the goods. The grace period begins on receipt of this return policy in written form, however not before delivery of the goods (in the case of recurring deliveries of the same type of goods, not before delivery of the first part of the delivery), and also not before we have met our disclosure obligations pursuant to article 246 § 2, in conjunction with § 1 para. 1 and 2 of the Introductory Law to the German Civil Code (EGBGB), as well as our requirements pursuant to § 312g para. 1 clause 1 of the German Civil Code (BGB), in conjunction with article 246 § 3 of the EGBGB. The timeous posting of the withdrawal notification or the timeous return of the goods is sufficient to safeguard the period of grace provided for withdrawal. The withdrawal notification must be directed: - by letter to: International Graphics Walmsley GmbH, Junkersring 11, DE-76344 Eggenstein, Germany
- by e-mail to: firstname.lastname@example.org
- by fax to: +49 721 978 06 78.
Consequences of Withdrawal
In the case of an effective withdrawal, the services received by either party shall be returned and, if necessary, any benefits that may have been derived (e.g. interest) shall be released. If you are only able to return the service received in a wholly or partly deteriorated state, you shall be obliged to compensate us accordingly. Where goods have been delivered, this shall not apply if said deterioration is only as a result of examination of the goods – in a manner that would be customary in a retail store, for example. Apart from that, you may avoid the compensation obligation for deterioration caused to merchandise through the use of said merchandise according to its intended purpose by not taking the merchandise into use as an owner and by refraining from doing anything which reduces its value. Items suitable for delivery in parcel form are to be returned at our risk. You shall have to bear the costs of the return if the delivered merchandise corresponds to that ordered and if the price of the merchandise to be returned does not exceed an amount of 40 euro or if, in the event of the price of the merchandise being higher at the time of the contractual withdrawal, you have not yet performed the return service or made a contractually agreed part payment. In all other cases, you will not have to bear the costs of returning the merchandise. Items not suitable for delivery in package form will be collected from you. Obligations to refund payments must be met within 30 days. This time period begins for you once you have sent your withdrawal notification or returned the merchandise; for us it begins on receipt thereof.
End of return policy