Company General Terms and Conditions

Legal Terms

1. OFFERS AND PRICE INFORMATION

1.1. All offers made may be subject to change.

1.2. Agreements shall only come into effect through written confirmation of orders on our part. Orders shall only be accepted under the terms and conditions set out in these General Terms and Conditions. All orders shall be binding when confirmed or accepted by us in writing and, in any event, on delivery through distributors. The terms and conditions of distributors shall apply exclusively and cannot be changed and/or annulled through the terms and conditions of buyers and/or third parties. Any silence on part of the distributors shall not be construed as confirmation. Buyers shall bear full liability for any payment due in relation to their orders regardless of the size of the delivery. Acceptance of the goods by the buyer and/or the party receiving the delivery shall be deemed as full acceptance of these General Terms and Conditions by such buyer and/or party.

1.3. All agreements made between buyers and travelling salesmen, representatives and agents, shall require our written confirmation.

1.4. All documentation, images, drawings, and indications of weight and size, that are relevant to our offers shall be considered as approximate in the event that it has not been explicitly stated that they are binding. Any product improvements made between the time that offers are made and the delivery of products shall be accepted by the buyer, and shall be free of any additional charges.

1.5. We reserve the right to supply deliveries that may be 10% in excess, or short, of the actual quantity ordered, since this cannot always be avoided for technical reasons. Invoicing shall always be based on actual quantities delivered.

1.6. In the event of cancellation of an order, we shall be entitled to claim compensation for work already undertaken, including but not limited to: models, designs, consultation, calculations, etc.

1.7. All prices are ex factory, excluding packaging, freight, postage, insurance and other shipment costs, plus any legally mandated VAT.

1.8. Packaging shall be calculated on the basis of cost price, 2/3 of which shall be credited in the event that goods are returned carriage paid in undamaged condition within 4 weeks. Paper board containers cannot be redeemed.

1.9. All our prices are calculated on the basis of current prices for raw material, wages and third party costs. In the event that such costs increase prior to delivery, we shall be entitled to vary our prices accordingly. Buyers shall agree to such changes being made. Any advance payments made by the buyer shall have no impact on such cost increase.

2. DELIVERY TIMES

2.1. We shall do our utmost to observe the delivery times and other performance deadlines indicated by us. Notwithstanding the above, however, such delivery times and deadlines shall only be seen as approximate in the absence of an explicit guarantee to the contrary. Failure to meet delivery times and deadlines shall not entitle the buyer to any claim for compensation.

2.2. Delivery times shall be deemed to have been met when the ordered goods have left the factory or a notification of shipment has been sent out.

2.3. We reserve the right to make partial deliveries. In such event, invoicing shall take place on the partial quantity delivered. Invoices for partial deliveries are due in accordance with Clause 3 of these General Terms and Conditions.

2.4. In the event of any delays in delivery, we shall do our best to complete delivery as soon as possible, allowing leeway of a further period of four weeks. Fixed dates shall not be observed.

2.5. Force majeure may oblige us to extend delivery times accordingly or, if we decide to do so, to cancel in full or in part any agreements entered into with buyers. In such event, buyers shall not be entitled to claim any compensation. Force majeure shall include but not be limited to the following: government decrees, breakdown, faulty castings or other wastage, strikes, lockout, other industrial action, delays in the supply of components, raw materials and fuels, etc.

2.6. We shall not be bound to observe delivery times in the event buyers fail to meet their contractual obligations on time.

2.7. In the event that delivery or performance of the service is delayed as a result of a request, or due to the behaviour, of buyers (e.g. delay in printing permission, lack of delivery address, delay in notification of changes to be made to products, etc.), we shall be entitled to invoice such delivery or service. In addition, we shall also be entitled to claim compensation for any damage that we may have suffered as a result of such delay. We shall be entitled to charge 1% of the total invoice amount on a monthly basis for storage in our facilities.

2.8. Blanket orders are ongoing orders where buyers can order open ended quantities to the extent that our quantity capacity permits them to do so. The maximum performance time for blanket orders is 12 months. All quantities that have not been retrieved after 12 months shall be prepared and invoiced. In the event that blanket orders take place for periods of less than one year, our new price lists shall apply from the 1st of January of each year, unless agreed otherwise in writing.

3. PAYMENT

3.1. Small sums under EUR 100 shall be paid net immediately.

3.2. Payment shall be made exclusive of any deductions within 14 days of the date of invoice. A discount of 2% shall be given if payment is received within 8 days following the date of invoice. Such discount shall only be given in the event that there are no outstanding amounts due on the buyer's account.

3.3. The settlement of invoices by cheque or – if agreed by us in advance – by bill of exchange with a maximum maturity of 90 days shall take place on account of payment (payment fulfilment on redemption). Discounts, bill charges, and other such costs shall be at the buyer's expense.

3.4. In the event of payment delays, we shall be entitled to charge 2% interest from the due date, in addition to the usual bank interest and VAT applicable at the time, to buyers who are referred to as 'trader' ('Kaufmann') in the German Commercial Code, and those buyers that are not. In addition, we shall reserve the right to claim additional damages.

3.5. In the event of payment difficulties, payment delays, cheque and bill protests experienced by the buyer in relation to initial deliveries, we shall be entitled to request from the buyer the provision of a payment guarantee prior to delivery of the goods, or we shall ship such goods for payment on delivery, in order for the buyer to secure the agreed purchase price and/or entitlement to prepayment or performances. This shall also apply to orders that have already been confirmed. All costs in relation to payment on delivery shall be at the expense of the buyer. In the event of payment difficulties, we shall also be entitled to claim immediate payment of all outstanding invoices, or those that still need to be invoiced, and/or request payment in cash or other securities against bills of exchange already received for payment.

3.6. Buyers shall waiver any retention rights they may be entitled to on the basis of previous business activities or those related to the current business relationship. Buyers shall only be entitled to make counter claims in the event that such claims have been recognised by us, and their payment is due, or is otherwise set out in the relevant legislation.

3.7. All invoices are payable when due, notwithstanding any objections or defects at the time of delivery of the goods.

3.8. All payments by buyers shall be payable with discharging effect to us or to one of our authorised representatives.
 

4. RESERVATION OF TITLE

4.1. All goods delivered shall remain the property of the EXTRA Group GmbH as retained goods until payment of the purchase price. The retention of title shall also remain in force in the event that outstanding individual payments are turned into one running account, or after accounts have been balanced to date and there is confirmation to this effect. Provision of bills of exchange in relation to payment of the purchase price shall not necessarily result in forfeiture of retention of title. Rather retention of title shall only be forfeited when such bills of exchange are redeemed by the buyer as the drawee and following the settlement of all claims we have in relation to the buyer.

4.2. In the event of payment delays by the buyer, we shall be entitled upon notification to retrieve any retained goods already delivered and the buyer shall be bound to hand over such goods. In such an event, the buyer shall agree to allow us access to their property and company buildings.

4.3. All goods produced on the basis of retained goods delivered by us shall be deemed as manufactured by us and shall become our property without any obligations on our part in relation thereto. In accordance with relevant legislation, we shall become co-owners in relation to any assembly, mixture, or commingling, of retained goods with goods that are not our property. In such event, the buyer shall handle such retained goods, or co-owned goods, free of charge on our behalf.

4.4. In the event that any retained goods and/or co-owned goods in shall be sold on by the buyer, the buyer shall pay us the value of the retained goods involved in such sale prior to the sale. We hereby agree to such sale.

4.5. Buyers shall not be entitled to lease or transfer the retained goods referred to in Clauses 4.1 and 4.3, nor make any claims as a result thereof without our prior written approval. Buyers shall be bound to inform us promptly of any changes made to our property by third parties, in particular, any measures taken in relation to foreclosure by third parties, including the submission of any documentation to substantiate claims to the contrary.

4.6. In the event of any payment difficulties, cheque and bill protests, suspension or cessation of payment, complaints, bankruptcy proceedings, as well as insolvency proceedings in or out of court, the right to further processing, use, or assembly of retained goods referred to in Clauses 4.1 and 4.3 shall cease.

5. DESIGNS, DRAWINGS, TOOLS, TECHNICAL SPECIFICATIONS, SAMPLES, etc.

5.1. We shall retain all property rights and copyright in relation to designs, drawings, cost estimates and other documentation. All such documentation shall only be made available to third parties following our prior written approval. To the extent that we have delivered goods on the basis of drawings, models, samples, or other documentation that the buyer provided to us, the buyer shall be liable for ensuring that such documentation is not in breach of any third party property rights. In the event that third parties do not permit us to produce or deliver such goods by reference to such property rights, we shall not be obliged to verify the legal status of such claims. In such event, however, we shall be entitled to pursue any action necessary in relation thereto and to claim compensation for any costs incurred, as well as lost profits. In addition, buyers agree to indemnify us in full in relation to any potential claims by third parties in such context. Buyers hereby agree to compensate us for any claims made by third parties on the basis of a breach of their property rights.

5.2. Technical specifications (e.g. measurements, specific weights, trade quality grading (HKS) specifications, etc.) in relation to offers made shall not be considered as exact, but as common trade descriptions. We shall bear no liability for the observance of such specifications. We reserve the right to make changes within the range of available allowances in accordance with DIN standards.

5.3. Insofar as it is technically possible, we shall try to avoid deviation from samples contained in previous deliveries. No claims can be made in relation to deviations in quality, execution, and colour, that are beyond repair. Repairable deviations shall only entitle buyers to a return of the goods, or a replacement delivery, but not to any claims for compensation for loss of profit or damage incurred of any type whatsoever. Buyers shall be forbidden to take pictures for their catalogues or leaflets from reference samples with advertising imprints on them, since such action may be in breach of third party rights. The same shall apply to all lithographs contained in our own catalogue and leaflet documentation provided to buyers. We shall not be liable for any claims for compensation in the event of the breach of third party rights in such contexts.

5.4. In the event that buyers request any advertising or similar text to be applied to products, they shall provide us with final artwork with a 1:1 ratio of the desired font size or final artwork with detailed specifications of the desired font size. In the event that we do not receive such specification, we shall be free to decide on the type of text design, font, and positioning of the advertising on the product.

5.5. In the event that corrections are required, buyers shall be responsible for any errors and/or oversights. We shall not be liable for any written or auditory errors taking place during order placement, advertising copy, etc., via telephone or data transfers. In such event, we recommend that buyers confirm such communicated specifications in writing.

5.6. All tools, designs, or other installations, produced by us, or produced to our instructions, shall be invoiced. Half of the total invoice amount shall be payable following placement of the order and half shall be payable following presentation of the first reference samples. In the event that buyers expressly indicate that they do not want a reference sample, or such sample is not provided for any other reason, then the second half of the total invoice for the tool shall be due immediately following completion of the design.

5.7. No amortisation agreements shall be permitted on an individual basis.

5.8. All tools, designs, or other installations, including artworks, produced and/or used during the design and production process shall remain our property.

5.9. In the event that buyers provide us with disks (or other data carriers) containing graphical and/or other data, we shall assume that these are backup copies. We shall not be able to provide any guarantees in relation to such data carriers.

6. TEXTILE PRODUCTS

6.1. We shall do our utmost to adhere as closely as possible to the colours and patterns specified by buyers, but shall have to work with certain allowances, as is commonly the case within the textile printing industry.

6.2. In the event that buyers prefer not to inspect reference samples, we reiterate that in such event they shall no longer be entitled to submit complaints in the event of incorrect text, printed colours, staining, etc.

6.3. Buyers should also be aware that deviations may occur as a result of the type of product desired and/or production, design, printing, colouring and other processes, as well as materials involved. No complaints shall be permitted afterwards.

6.4. Textile printing orders may include a faulty quantity of up to 3%, for which no discounts shall be possible.

7. RECYCLING AND ENVIRONMENTAL CHARGES

7.1. In the event of orders for cotton bags, we shall assume that they refer to advertising bags that are not subject to German packaging regulations. If this should be the case, however, buyers will need to provide us with a written statement to that effect, in accordance with any payment due to Duales System Deutschland GmbH. Additional costs shall then be invoiced to buyers on a 1:1 ratio, in addition to a processing fee of EUR 25.

8. LIABILITY FOR DEFECTS

8.1. In accordance with Section 377 of the German Commercial Code, complaints shall only be considered when received in writing at the latest one week following receipt of the goods. Such notifications are necessary in order to prevent further damage.

8.2. Defects in parts of the delivery shall not entitle buyers to make complaints about the delivery as a whole.

8.3. Complaints shall not entitle buyers to withhold any payments due.

8.4. The quality of the goods delivered by us is based on the values indicated by us in the design of the reference samples that have been provided for inspection and approval. We shall not be held liable for any deviations that are beyond repair which may occur in the quality and delivery of goods, if such deviations were unavoidable as a result of technical reasons or raw materials used.

8.5. In the event that complaints are justified, we shall make amends according to our own judgement in the form of repairing or replacing the defective goods, or provision of a credit note.

8.6. Any claims for annulment of the purchase or a discount on the purchase price shall be excluded. In addition, any claims for compensation, regardless of the grounds, shall also be excluded. This shall also apply to all consequential loss and damage, in particular, any injury to persons, material damage, and disruptions to business. We shall accept no liability for any advice provided by us in such context. It shall be the responsibility of buyers to verify and inspect matters for themselves.

9. INTERNATIONAL DELIVERIES

9.1. All international orders and sales shall be based on these General Terms and Conditions. German law shall apply to all agreements entered into on the basis of these General Terms and Conditions and any rights derived therefrom. In the event that recourse to legal proceedings abroad is necessary to ensure the completion of contractual obligations, buyers shall agree to pay all legal and/or other costs, including legal fees. International buyers shall be deemed to have understood and agreed to these General Terms and Conditions upon placement of their orders.

10. OTHER AGREEMENTS

The exclusive place of performance and court of jurisdiction shall be Landshut, Germany. These General Terms and Conditions form the basis for all further agreements and offers, and shall be deemed as accepted at the time orders are placed or at the time when the goods are accepted. These General Terms and Conditions shall also be binding in the event that they are not in agreement with the terms and conditions of buyers, even if the latter have not been expressly rejected by us in advance. All other agreements shall only be effective in individual cases following our written confirmation.

11. DATA PROTECTION

We shall store and process data in relation to our clients and suppliers within the context of our business relationships with them.

12.  TRANSFER OF RISK  

As soon as the consignment is accepted by the customer the risk is conferred upon the buyer. The buyer may demand a separate proof of delivery. If this one verifies that the buyer received the commodity properly, a fee of at least 25 € will be raised. If the shipping becomes impossible without fault on our side, the risk will be conferred upon the buyer with the receipt of the message of readiness for shipment. At delivery by parcel service the delivery takes place behind the first lockable door. The driver is not obligated to carry the commodity further into the building. At delivery by forwarding agency, such as for substantial orders which are usually packed on EURO-pallets, the delivery takes place free to kerbside in front of the building. The driver is not obligated to carry the commodity into the house. If a one-way pallet is used, it’ll remain at the customer and will have to be deposed at the household garbage or a recycling centre.

TERMS AND CONDITIONS PRIOR TO 2015/04/14

These General Terms and Conditions shall prevail over all previous General Terms and Conditions issued by the EXTRA Group GmbH.

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fax:

+49 871 / 97 40 734 - 0

+49 871 / 97 40 734 - 30