filed on January 13, 2022
Article 1: Definitions
The following definitions shall apply to the present delivery terms and conditions:
a. Principal: the natural or legal person who has given the supplier an order for the production of goods or the performance of work;
b. Supplier: the natural or legal person who has accepted the order referred to under a. or who has made an offer or quotation preceding a possible order;
c. Data carriers: magnetic tapes and discs, optical discs and any other materials that are meant for recording, processing, forwarding, transmitting, multiplying or publishing texts, pictures or other data by means of equipment, all this in the widest sense of the word;
Article 2: General
1. These delivery terms and conditions shall be applicable to the formation and the contents of and the compliance with all contracts entered into between the principal and the supplier.
2. General (buying) terms and conditions of the principal shall solely be applicable if it has been expressly agreed in writing that such terms and conditions shall be applicable to the contract between the parties to the exclusion of the present delivery terms and conditions.
Article 3: Offers, quotations
1. The mere submission of a quotation, estimate, preproduction estimate or similar information, whether or not designated as an offer, shall not entail an obligation on the part of the supplier to enter into a contract with the principal.
2. Any offers made by the supplier shall always be without engagement and can solely be accepted without any deviations. An offer shall in any case be deemed to have been rejected if it has not been accepted within a month. An offer shall be understood to mean a proposal made by the supplier to enter into a contract which is defined in such a manner as to result into a contract immediately upon acceptance of the proposal concerned.
Article 4: Cancellation
1. The principal shall be entitled to cancel a contract prior to the execution thereof by the supplier provided that he indemnifies the supplier in respect of any losses incurred by the latter as a result. Such losses shall include any losses as well as loss of profit incurred by the supplier and shall in any case include any costs that have already been incurred by the supplier preparatory to the execution of the contract, including those of reserved production capacity, purchased materials, services supplied by third parties and storage costs.
2. Cancellation of contracts for the production of periodic publications as referred to in paragraphs 2 and 3 of article 14 shall not be possible.
Artikel 5: Price
1. All prices stated shall be exclusive of Value Added Tax (VAT) and any other levies imposed by the government.
2. The prices stated by the supplier in respect of the prestation to be performed by the latter shall solely apply to the prestation in conformity with the agreed specifications.
3. In the event of composite offers the supplier shall not be obliged to supply part of the total prestation at the amount stated in respect of this part in the offer or at a proportionate part of the price stated for the total prestation.
4. If no price has been agreed upon between the parties but if the parties entered into one or several contracts to an identical or virtually identical effect during the year preceding the contract, the price shall be calculated on the basis of the production methods and calculation rates used for the former contracts.
5. If, other than in those cases in which the stipulations of the previous article are applicable, no price has been agreed upon between the parties, or if only a price by way of estimate was given or if the agreed price may be changed in pursuance of these general terms and conditions, the price or the change in the price shall be determined at an amount which is considered to be a fair price in the printing trade.
Article 6: Price changes
1. The supplier shall be entitled to increase the agreed prices should one or several of the following circumstances occur after the conclusion of the contract: rise in the costs of materials, semi-finished products or services required for executing the contract, rise in the cost of forwarding, wages, employers’ contributions to social insurances, or costs of other employment conditions, the introduction of new and the increase in existing government levies on raw materials, energy or residues, substantial changes in currency rates or, generally speaking, other circumstances that are comparable with the above.
2. Extra laborious texts, unclear text copies, indistinct pictures, drawings or models, faulty data carriers, faulty computer software or data files, faulty method of delivery of materials or products to be supplied by the principal and all similar deliveries by the principal entailing more work or costs for the supplier than could reasonably have been expected at the time of entering into the contract shall constitute grounds for increasing the agreed price. Any exceptional or reasonably unforeseeable processing problems resulting from the nature of the materials and products to be processed shall also constitute grounds for increasing the agreed price.
3. The supplier shall be entitled to increase the agreed price or be obliged to reduce the price if the principal makes any changes in the originally agreed specifications, including author’s corrections or changed instructions after the receipt of working drawings, models and typesetting, printing and other proofs. The supplier shall cooperate within reasonable limits to implement such changes, provided that the contents of the prestation to be performed by him does not essentially deviate from the originally agreed prestation.
Article 7: Payment term
1. Unless otherwise agreed, the principal shall pay the price and the remaining amounts due pursuant to the contract within 30 days from the invoice date, without being able to invoke any discount, compensation or suspension. Payment has to take place in cash, however, if the principal is a natural person who is not acting in the exercise of a profession or trade. In the event of failure to pay as referred to above, the principal shall be in default without notice of default having to be served by the supplier.
2. In the event of an agreed delivery in parts, the supplier shall, after delivery of the first part, not only be entitled to demand payment for this part, but also payment of the costs incurred for the entire delivery, such as costs of typesetting, lithographs and proofs.
3. The principal shall at all times and irrespective of the agreed payment conditions be obliged to provide security for the payment of the amounts to be paid to the supplier pursuant to the contract, on the supplier’s first demand. The security provided shall be such that the claim together with any interest and costs due in respect thereof shall be adequately covered and that the supplier may have resourse to same without any problem. Any security that has subsequently become inadequate shall be supplemented up to an adequate security on the supplier’s first demand.
4. If the principal fails to pay in time as referred to in paragraph 1 of this article, he shall, owing to late payment of the amount due by him, owe the statutory commercial interest or, if applicable, the statutory interest on this amount from the invoice date. The supplier shall be entitled to charge one-twelfth part of this interest in respect of each month or part of a month, in which the principal has failed to comply with his payment obligations in full.
5. In the event of late payment as referred to in paragraph 1 of this article, the principal shall, in addition to the amount due and the interest due in respect thereof, be obliged to pay in full both extrajudicial and legal costs of collection, including the costs of lawyers, proces-servers and collecting agencies. The extrajudicial costs are fixed at at least 15% of the principal sum together with interest, with a minimum of 100.00.
Article 8: Delivery method; reservation of ownership
1. Unless otherwise agreed, delivery shall take place at the place where the supplier carries on his business.
2. The supplier shall not be obliged to deliver the goods produced in instalments.
3. The principal shall be obliged to fully cooperate in the delivery of the goods to be delivered by the supplier pursuant to the contract. The principal shall, without having been summoned, be in default if he fails to collect the goods to be supplied on the supplier’s first demand or, if delivery to his address has been agreed, refuses to accept the goods to be delivered.
4. Each and every delivery of goods by the supplier to the principal shall take place while reserving the ownership of these goods until such time as the principal has paid all that he is obliged to pay pursuant to any contract, including interest and costs.
5. If transport of the goods to be delivered has been agreed, this shall take place for the principal’s account, unless free delivery has been agreed. The principal shall always bear the risk during transport. Transport shall also be understood to mean transmission of data by means of the telephone network and every comparable kind of transmission by means of any technical device. The acceptance of goods from the supplier by the transport company shall be proof that these goods were in an externally proper state and condition, unless the contrary appears from the contract of carriage or the receipt.
6. The supplier shall not have to store the goods to be delivered, unless this has been explicitly agreed. If storage takes place, this shall be at the principal’s risk and expense.
Article 9: Delivery time
1. A delivery time stated by the supplier shall only be of an indicative nature unless it has been explicitly stated in writing that it concerns a latest delivery time. The supplier shall, even when a latest delivery time has been agreed, only be in default after notice of default has been served on him by the principal.
2. The supplier shall no longer be bound by an agreed latest delivery time if the principal requires changes to be made in the specifications of the work or if he fails to comply with the stipulations of paragraph 1 of article 12 of the present terms and conditions, unless the minor significance of the change or the minor delay does not reasonably necessitate the supplier to make any changes in his initially planned use of the production capacity in time.
3. During the execution of the contract by the supplier the principal shall be obliged to do all that is reasonably necessary or desirable in order to make a timely delivery by the supplier possible, in particular by immediately answering any questions the supplier may have, by preventing faulty deliveries as referred to in paragraph 2 of article 6 and by observing the stipulations contained in paragraph 1 of article 12 and paragraphs 1 and 2 of article 18 of the present delivery terms and conditions.
4. If the principal fails to comply with the stipulations of the previous paragraph of this article and paragraph 3 of article 7, an agreed latest delivery time shall no longer be binding and the principal shall be in default without written notice of default by the supplier being required. Without prejudice to the rights due to him pursuant to the law, the supplier shall in such an event be entitled to suspend the performance of the contract until the principal has rectified this default. The supplier shall subsequently still perform the contract within a reasonable term.
Article 10: Inspection upon delivery
1. The principal shall be obliged to inspect with due haste whether the supplier has performed the contract properly and shall furthermore be obliged to inform the supplier immediately in writing if the contrary appears to him. The principal shall carry out the inspection referred to above and give the relevant notice at the latest 14 days from delivery.
2. The supplier shall always be entitled to replace an earlier improper prestation with a new proper prestation, unless the default cannot be remedied.
3. The performance of the contract shall be considered to be a proper performance if the principal has failed to carry out the inspection or to give notice as referred to in paragraph 1 of this article in time.
4. If the period of 14 days, referred to in the first paragraph of this article has to be considered as unacceptably short according to reasonable and fair norms, even where a careful and alert principal is concerned, this period will have to be extended until at the latest the first moment on which it is reasonably possible for the principal to carry out the inspection or notify the supplier, as the case may be.
5. The supplier’s prestation shall in any case be considered to be a proper prestation between the parties if the principal has put into use, processed, worked or delivered to third parties the goods or part of the goods delivered or if he has caused same to be put into use, processed, worked or delivered to third parties, unless the principal has observed the stipulations contained in the first paragraph of this article.