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General Terms and Conditions of Sale and Delivery of Leipold International GmbH, Zirndorf

§ 1 General – Area of Application

Any orders accepted by our company shall be executed on the basis of our General Terms and Conditions of Delivery and Sale (in the following referred to as "conditions of sale") exclusively, corresponding to the present document. Any deviations from or modifications to these conditions shall be subject to our written approval. This shall also apply to the abolishment of the requirement of written form. Our conditions of sale shall also apply if we execute deliveries to the buyer without reservation being aware of contradictory or deviating conditions of the buyer.


Our conditions of sale shall only apply to companies, bodies corporate under public law, or to special property under public law in the sense of § 310 I BGB [Bürgerliches Gesetzbuch, German civil code].

§ 2 Quotation – Order – Quotation Documents - Confidentiality

All quotations issued by our company shall be subject to confirmation and without engagement provided that they are not expressly designated as binding or contain a specified term of acceptance.


Our specifications regarding the object of delivery sent and/or service rendered to the buyer are, unless otherwise expressly agreed upon in written form, not guaranteed characteristics of state but merely their description or labelling.


The order is a binding offer. We are entitled to accept this offer at our own discretion within 2 weeks by means of sending a confirmation of order or by delivering the goods within this period.


We reserve our ownership and copy rights for all figures, drawings, artwork, calculations and other documents which we use in the framework of executing an order and are not provided by the buyer in this context. Any figures, drawings, artwork, calculations or other documents which contain trade or industrial secrets of our company must not be disclosed to third parties. In particular, this shall apply to any written documents which we have designated as “confidential”. Before handing them over to third parties, the buyer shall obtain our express approval. The above-mentioned confidentiality obligation of the buyer shall not apply to any documents which were known to the buyer before their communication by us, which the buyer has developed themselves or otherwise legally and independently acquired, which are publicly accessible or which have become subject to public knowledge without any infringement of the above-mentioned confidentiality obligation.


Unless otherwise agreed upon in written form, we are not obliged to make available to the buyer any intermediate goods such as data, lithographs or artwork which we create for the production of the goods to be delivered to the buyer.

§ 3 Prices – Terms of Payment

Unless expressly agreed upon otherwise, our prices are “ex works”, excluding the respective applicable sales tax and packaging costs. Packaging costs will be billed separately.


Our invoices for the buyer are made out in euros and shall be paid by the buyer in euros unless otherwise agreed upon in writing.


Any discounts shall be subject to a specific written agreement. Any possible discount agreements shall not include freight, postage, insurance or other shipping costs.


Unless otherwise indicated in the confirmation of order, the net purchasing price shall be due for payment (without any deductions). The buyer shall be in default of payment at the latest 30 days following receipt of invoice. The date of payment shall be the date on which the respective amount is received by our company, in particular by means of a respective credit entry in our bank account. If the buyer is in default, we are entitled to demand default interest amounting to 8% above the respective base interest rate per year. If we can prove greater damage caused by such default, we shall be entitled to assert claims for damages. However, the buyer shall be entitled to provide evidence that we have suffered no or significantly minor damages resulting from their default.


The buyer shall only be entitled to a right to set-off if their counter-claims have been established as final and absolute or indisputable or have been recognised by us. Apart from that, they shall be entitled to execute a right of retention if their counter-claim is based on the same contractual relationship.


Our company shall be entitled to execute outstanding deliveries and to render services against payment in advance or collateral security exclusively if, after conclusion of contract, we become aware of circumstances which have the potential to put a significant strain on the creditworthiness of the buyer and which endanger the payment of our outstanding receivables resulting from the respective contractual relationship (including those from other individual orders for which the same framework contract applies) by the buyer.


In the case of contracts with an agreed-upon delivery period of more than four months, we reserve the right to increase our prices corresponding to the respective cost increases incurred after conclusion of contract which were calculatively unforeseeable at that point of time and which lie beyond the area of influence of our company. If the increase enforced by us in this regard amounts to more than 5% of the agreed-upon net price, the buyer shall be entitled to terminate the contract.

§ 4 Delivery – Delivery Period

The delivery period indicated by us shall start as soon as all technical questions have been clarified with the buyer.


If we are in default of delivery for reasons within our control, the buyer shall be entitled to demand a lump-sum compensation for default amounting to 0.5% of the net delivery value per week, up to 5% of the net delivery value of the delayed goods. We reserve the right to provide evidence that the buyer did not suffer any damages or only minor damages below the lump sum as a result of the delayed delivery.


If the buyer grants an appropriate period of grace after we have gone into default in delivery, they shall be entitled to withdraw from the contract after this period of grace has expired without effect. The buyer shall be entitled to damage claims in lieu of accomplishment in accordance with our liability limitation as stipulated in § 7 below.


The compliance with our obligation to deliver requires the timely and appropriate fulfilment of the obligation of the buyer, the fulfilment of which is required for the delivery to be effected by us.


If the buyer is in default of acceptance, or if they infringe their co-operation obligations in any other way, we shall be entitled to claim compensation for the damages caused to us, including any possible additional expenses. In such a case, the risk of accidental ruin or accidental deterioration of the goods shall be passed to the buyer as of the point of time at which the latter is in default of acceptance.


We shall be entitled to a right of retention in the materials provided by the buyer, in particular for any artwork and layout templates, drawings or samples, until the entire payment of all due receivables resulting from the business relationship in accordance with § 369 HGB [Handelsgesetzbuch, German commercial code] has been made.

§ 5 Transfer of Risks – Packaging costs

When shipping our goods on demand of the buyer, the risk of accidental ruin and accidental deterioration of goods as well as the risk of delay shall be passed to the forwarding agent, the freight carrier or any other person or body commissioned with shipping the goods by the buyer at the point of time of handing out the goods.


We are not obliged to take back any transport packaging or other packaging in accordance with Verpackungsordnung [German packaging regulation]. The only exception to this clause is pallets. The buyer shall be obliged to dispose of the packaging at their own expense.

§ 6 Warranty for Defects – Disclaimer of Warranty

The buyer shall immediately verify the conformity with the contract of the raw materials and intermediate products delivered by us for the purpose of correction. The risk of possible errors shall be passed to the buyer upon issuing the print release, unless such errors only occurred, or can only be determined, in the course of the subsequent production process.


Any materials provided (e.g. including data and data carriers) by the buyer or a third party commissioned by the buyer shall not be subject to any investigation obligation by us. However, this shall not apply if the data is obviously incapable of being processed or illegible.


The warranty rights of the buyer require that they have duly fulfilled their investigation obligations as well as their obligation to provide notification of defects in accordance with §§ 377 HGB.


If the goods show a defect for which we are responsible, we are entitled to rectify the defect or to effect a supplementary delivery at our own discretion. In the case of a rectification of the defect, we shall bear any expenses incurred for the purpose of rectification, in particular any transport, labour and material costs if such expenses do not increase from the goods being shipped to a location which deviates from the place of fulfilment.


If such rectification fails, or if we are not prepared or able to effect a rectification or supplementary delivery, or if such rectification or supplementary delivery is delayed beyond any appropriate grace periods due to reasons which lie within our control, or if the rectification or supplementary delivery fails in any other way, the buyer shall be entitled to withdraw from the contract or to reduce the purchasing price at their own discretion.


The warranty period for warranty and damage claims of the buyer which are not subject to the two aforementioned paragraphs shall be one year as of the point of time of passing of risk. Such period is a limitation period and shall also apply in the case of incapability or impossibility.

§ 7 Warranty Limitation

Unless otherwise stipulated below, our liability (e.g. due to impossibility, default, defective or incorrect delivery or other infringements of the contract), in particular our liability to pay damages no matter for what legal reasons, shall be excluded in accordance with § 7 if the damages were caused by us. For this reason, we shall not be liable for damages which did not occur at the object of delivery itself. In particular, we shall not be liable for any unrealised profit or other financial losses incurred by the buyer.


The aforementioned warranty disclaimer shall not apply if the cause for damages is based on intent or gross negligence. It shall furthermore not apply in the case of malice or if the buyer asserts damage claims due to the lack of a guaranteed quality. Ultimately, this warranty disclaimer shall not apply in the case of a culpable injury to life, body or health or in accordance with Produkthaftungsgesetz [German product liability law].


If our organs, legal representatives, employees or other vicarious agents infringe a material contractual obligation due to gross negligence, our obligation to indemnify shall be restricted to the foreseeable, direct damages typical of a contract of this nature.


If our liability is excluded or restricted, this shall also apply to the personal liability of our employees, members of staff, co-operators, representatives and vicarious agents.

§ 8 Retention of title - Assignment

We retain a title for the goods delivered by us until receipt of all payments resulting from the existing business relationship with the buyer. In the case of a current account relationship with the buyer, such retention of title shall refer to the recognised balance. If the buyer behaves contrary to contract, also in the case of default payment, we shall be entitled to take back the goods. Such taking back of goods shall not imply a withdrawal from contract unless expressly declared in writing. However, any pledging of the goods by us shall always imply a withdrawal from contract. After having taken back the goods, we shall be entitled to utilise them. The proceeds of such utilisation are to be offset against the liabilities of the buyer, deducting any appropriate costs of representation. Apart from that, § 449 II BGB, according to which the seller may only demand the goods to be handed out if they withdraw from the contract, shall not apply.


The buyer shall be obliged to handle the goods with care; in particular, they shall be obliged to obtain sufficient insurance cover against damage caused by fire, water or burglary at their own cost.


In the case of pledging or any other interferences of third parties, the buyer shall inform us immediately to ensure that we are able to secure our rights by means of third party proceedings according to § 771 ZPO [Zivilprozessordnung, German code of civil procedure]. If the third party is unable to reimburse the judicial or extrajudicial costs of such proceedings, the buyer shall be held liable for the losses incurred by us.


The buyer shall be entitled to resell the goods in the course of ordinary business. However, at this point of time, they shall assign to us any claims amounting to the final invoice amount (including value-added tax) of our claims which are accrued by the resale of the goods to their customers or third parties. The assignment shall be effected irrespective of whether the goods are resold without or after being reprocessed. The claim assigned by the buyer in advance shall also refer to the recognised balance and, in the case of insolvency of the customer, to the existing balance resulting from the insolvency of the customer.


When processing or altering the goods delivered by us in which we have retained a title through the buyer, we shall, at all times, be considered producer in accordance with § 950 BGB, and we shall always retain a title in the products. If the goods are processed together with other objects which are not owned by us, we shall acquire co-ownership of the new product in proportion of the value of our goods to the other objects processed at the point of time of the processing. For the products produced by means of such processing, the same conditions as for the goods delivered with retention in title shall apply. The property acquired by us in this regard shall be considered property in which we have a retention of title.


If the goods delivered by us are inseparably mixed with other objects which are not our property, we shall acquire co-ownership of the new product in proportion of the value of the goods purchased to the mixed objects at the point of time of the mixing. If the goods of the buyer are to be considered the main object, the buyer shall be obliged to transfer a pro-rate co-ownership. The buyer shall store for us the whole and co-ownership created in this respect which is also to be regarded as property in which we have a retention of title.


We commit ourselves to release the collateral security which we are entitled to on demand of the buyer if the value of our collateral security exceeds the claim to be secured by more than 20%. We are free to select the securities to be released.


We shall be entitled to assign any claims and receivables resulting from the business relationship with the buyer.

§ 9 Industrial Property Rights

If third-party rights, in particular industrial property rights, are infringed by executing an order received by the buyer, the buyer shall assume sole liability in such a case. The buyer shall indemnify us against any third-party claims due to such infringements.

§ 10 Applicable Law – Place of Jurisdiction – Place of Fulfilment - Effectiveness

The contractual relationship between the buyer and us shall be subject to the laws of the Federal Republic of Germany exclusively. The applicability of the provisions of private international law as well as the United Nations Convention on Contracts for the International Sale of Goods shall be excluded expressly.


If the buyer is a tradesperson, a body corporate under public law or special property under public law, or if they have no general place of jurisdiction in Germany, the place of our headquarters shall be the place of fulfilment and the place of jurisdiction for all legal disputes resulting from the contractual relationship, including proceedings based on bills of exchange, promissory notes, documents and cheques.


Unless otherwise stipulated in the confirmation of order, our company headquarters shall be the place of fulfilment.


If one or several clauses of our conditions of sale are ineffective, the effectiveness of the remaining provisions of the present conditions shall remain unaffected.