Orders shall be executed exclusively on the basis of the following terms and conditions. Deviating regulations require written confirmation.
1. The prices stated in the Contractor’s offer shall apply subject to the proviso that the order data on which the offer was based remain unchanged, but no longer than four months after receipt of the offer by the Customer. In the case of orders with delivery to third parties, the Purchaser shall be deemed to be the Customer, unless otherwise expressly agreed. The Contractor’s prices do not include value added tax. The Contractor’s prices are ex works. They do not include packaging, freight, postage, insurance and other shipping costs.
2. Subsequent changes at the instigation of the Customer including the machine downtime caused thereby shall be charged to the Customer.
3. Sketches, drafts, proofs, changes to supplied/transferred data and similar preliminary work
4. as well as repeat orders, which are initiated by the client, will be charged. The same applies to data transfers (e.g. via FTP or our cloud service).
1. 1.payments are due upon receipt of invoice. A 2% discount is granted for payment within 10 days. The invoice shall be issued under the date of delivery, partial delivery or readiness for delivery (debt to be collected, default of acceptance).
2. 2In the case of exceptional advance performance, reasonable advance payment may be required.
3. The customer may only offset or exercise a right of retention against an undisputed or legally established claim.
4. If, after conclusion of the contract, it becomes apparent that the fulfillment of the payment claim is jeopardized by the Customer’s lack of ability to pay, the Contractor may demand advance payment, withhold goods not yet delivered and suspend further work. The Contractor shall also be entitled to these rights if the Customer is in default of payment for deliveries based on the same legal relationship. § Section 321 II BGB shall remain unaffected.
5. If the Customer does not pay the price including the ancillary costs in accordance with Section II (“Prices”) within 10 days after receipt of the invoice and delivery of the goods, he shall be in default even without a reminder.
1. If the goods are to be shipped, the risk shall pass to the Client as soon as the shipment has been handed over to the person carrying out the transport.
2. Delivery dates are only valid if they are expressly confirmed by the contractor. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing.
3. If the Contractor delays the performance, the Customer may only exercise the rights under § 323 of the German Civil Code (BGB) only if he has unsuccessfully set a reasonable period of grace in writing with the threat of refusal and the delay is the responsibility of the Contractor. This provision does not imply a change in the burden of proof.
4. Operational disruptions – both in the Contractor’s business and in that of a subcontractor
– such as strike, lockout as well as all other cases of force majeure, shall only entitle the Customer to terminate the contract if the Customer cannot reasonably be expected to wait any longer, otherwise the agreed delivery period shall be extended by the duration of the delay. However, termination shall be possible no earlier than four weeks after the occurrence of the operational disruption described above. Any liability of the Contractor shall be excluded in such cases.
5. The Contractor shall have a right of retention to the data and image templates, manuscripts, raw materials and other items supplied by the Client in accordance with § 369 of the German Commercial Code (HGB) until all due claims arising from the business relationship have been settled in full.
1. The delivered goods shall remain the Contractor’s property until full payment of all claims of the Contractor against the Customer existing on the invoice date. The Customer shall only be entitled to resell the goods in the ordinary course of business. The Customer hereby assigns its claims from the resale to the Contractor. The Contractor hereby accepts the assignment. In the event of default at the latest, the Customer shall be obliged to name the debtor of the assigned claim. If the value of the securities existing for the Contractor exceeds its claim by a total of more than 20 %, the Contractor shall be obliged, upon the
third party affected by the excess security of the Contractor, the Contractor shall be obliged to release securities of the Contractor’s choice.
2. In case of treatment or processing of goods delivered by the contractor and owned by the contractor
goods supplied and owned by the Contractor, the Contractor shall be deemed to be the manufacturer pursuant to § 950 of the German Civil Code (BGB) and shall retain ownership of the products at all times during processing. If third parties are involved in the treatment or processing, the Contractor shall be limited to a co-ownership share in the amount of the invoice value of the reserved goods. The property thus acquired shall be deemed to be reserved property.
1. The client must check the contractual conformity of the service as well as the preliminary and intermediate products sent for correction without delay in every case. The risk of any errors shall pass to the Customer upon the Customer’s approval of the printing, unless the errors occurred or could only be detected in the production process following the approval of the printing. The same applies to all other release declarations by the customer. For this purpose, the Contractor shall make the image data to be checked available to the Customer in each case at its own discretion as a digital proof (monitor matching), press proof or another correspondingly suitable template.
2. Obvious defects must be reported in writing within a period of one week from receipt of the service, hidden defects within a period of one week from discovery; otherwise the assertion of claims for liability for defects is excluded.
3. In the event of justified complaints, the Contractor shall initially be obligated and entitled to rectify the defect and/or make a replacement delivery at its discretion. If the Contractor does not comply with this obligation within a reasonable period of time or if the rectification of defects fails despite repeated attempts, the Customer may demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). The statutory cases of dispensability of the setting of a deadline shall remain unaffected.
4. Defects in a part of the delivered service shall not entitle the Customer to complain about the entire delivery, unless the partial delivery is of no interest to the Customer.
5. In the case of colored image data and products (film material) in all manufacturing processes, minor deviations from the original cannot be objected to. The same applies to the comparison between other originals (e.g. digital proofs, press proofs) and the final product. Furthermore, liability for defects that do not or only insignificantly affect the value or usability is excluded.
6. Deliveries (including data carriers, transmitted data) by the client or by a third party engaged by him shall not be subject to any duty of inspection on the part of the contractor. This does not apply to data that is obviously not processable or not readable. In the case of data transmissions, the Client shall use state-of-the-art computer virus protection programs prior to transmission. Data backup is the sole responsibility of the client. The Contractor shall be entitled to make a copy.
7. The warranty does not cover defects in the work performed resulting from the processing of defective material, e.g. incorrectly created digital documents, which the client has delivered to blickfang for processing and editing. Additional expenses for blickfang resulting from the delivery of defective material by the customer shall be charged separately.
8. The remedy of defects not covered by the warranty as well as changes requested by the customer after the order has been placed, which result in additional expenses for blickfang, shall be invoiced separately. This shall also apply to additional expenses incurred by blickfang due to unclear specifications of the customer, e.g. incorrectly completed order forms, or due to improper handling of the work performance.
9. The customer shall only be entitled to claims for damages due to defects if the liability of blickfang is not excluded or limited in accordance with clause VII of this agreement.
10. Claims for defects shall become time-barred 12 months after delivery of the goods.
11. Further claims or claims other than those regulated in this paragraph due to a defect are excluded.
1. The Contractor shall be liable to the Customer for all damages arising in connection with this contract, whether from breach of contract, tort or any other legal ground, only in accordance with the provisions set forth in this Section VII.
2. In case of intent as well as in case of injury to life, body or health, the Contractor shall be liable in accordance with the statutory provisions. In all other cases the regulations contained in the following paragraphs 3 and 4 shall apply.
3. In the event of gross negligence, the Contractor’s liability towards the Customer shall be limited to compensation for the typical foreseeable damage. This limitation shall not apply insofar as the damage was caused by legal representatives of the Contractor or by executive employees of the Contractor.
4. In the event of simple negligence, the Contractor shall only be liable to the Client if a material contractual obligation has been breached. In this case the liability is limited to the typical foreseeable damage. In all other cases of simple negligence, the Contractor’s liability shall be excluded, whereby the provision in paragraph 2 above shall remain unaffected.
If the Contractor owes the Client a digital 3-D model or another digital data model, the Contractor may provide the Client with software applications that were used in the creation of the data model (“supplied software programs”). Unless the Contractor notifies the Client otherwise in writing, proper use of the supplied software programs shall be possible exclusively in the Contractor’s individual hardware and software environment. The use of the supplied software programs in the hardware and software environment of the Customer or a third party may lead to errors in the application. Any liability of the contractor for the use of the supplied. Software programs outside the hardware and software environment of the contractor is excluded.
In commercial transactions, the commercial customs of the printing and media industry shall apply (e.g. no obligation to hand over intermediate products such as data or lithographs which are created to produce the final product owed), unless a different order has been placed.
Products to which the Client is entitled, in particular data and data carriers, shall only be archived by the Contractor beyond the time of handover of the end product to the Client or its vicarious agents by express agreement and against special remuneration. If the aforementioned items are to be insured, this shall be arranged by the Client itself in the absence of an agreement.
1. The customer shall be responsible for ensuring that the execution of the order does not violate the rights of third parties, in particular reproduction rights. The customer shall fully indemnify blickfang against all claims of third parties which they assert against blickfang due to the execution of an order of the customer.
2. All copyrights and rights of exploitation of sketches, drafts, originals, films, data, etc. created by blickfang within the scope of the order shall remain with blickfang, unless otherwise agreed with the customer and unless this is legally permissible. If copyright exploitation rights are transferred according to individual contractual agreements, this shall only be done for rights that blickfang itself derives from third parties to the extent granted to blickfang by such third party.
1. If the Contractor is responsible for the development of a software program, a digital grid model, a 3-D model or another digital data model and/or associated software applications (hereinafter referred to individually and collectively as the “Software Solution”), the Contractor shall retain the intellectual property rights to the Software Solution as well as to all know-how associated with the performance, unless otherwise agreed in writing in an individual contract. Upon delivery of the software solution, the Customer shall acquire the non-exclusive right, unlimited in time and revocable in accordance with paragraph 2 below, to use the contractual software solution in the object code to the defined extent within the entire group of companies. The source code as well as know-how associated with the software solution, including information on the setting of textures, shaders and illumination of digital data models, is not the subject of the transfer of rights.
2. If the Customer is in default of payment for a software solution, the Contractor shall be entitled to revoke the Customer’s right to use the software solution; in this case, the Customer shall delete all copies of the software solution made by it or hand them over to the Contractor.
3. Unless otherwise agreed in an individual contract, the intellectual property rights to software, images or other materials provided by the Customer to the Contractor for the performance of the contractual services (hereinafter referred to as “Customer Materials”) shall remain with the Customer or its respective licensors. The Customer grants the Contractor the right to use the Customer Materials for the performance of the contractual services. The Customer warrants that it is entitled to grant the aforementioned rights of use to the Customer Materials and shall indemnify the Contractor against all claims of third parties due to the use of the Customer Materials in the performance of the contractual services.
4. The delivery of final results, such as images and films, shall include transferable and sub-licensable rights of use for the Client and the company associated with the Client, unlimited in terms of time, space and content. Likewise, the client is entitled to make any changes and / or edits.
The Customer shall support the Contractor in the performance of the contractual service obligations to the extent reasonable, necessary and expedient. In particular, it shall provide the Contractor with the necessary information, documents and facilities at the Customer’s premises in a complete and timely manner and shall designate in writing a responsible person during the term of the contract who has all the decision-making powers and authority required for the purposes of implementing this Agreement.
The Contractor shall be entitled to commission subcontractors or third parties with the performance of contractual services.
The parties undertake to maintain strict secrecy about all confidential processes, including know-how as well as company and business secrets of the respective other party, which come to their knowledge in the course of the execution of this contract, and to neither disclose nor exploit them in any other way. This shall apply to any unauthorized third parties, i.e. also to unauthorized employees of both the Contractor and the Customer, unless the disclosure of information is necessary for the proper fulfillment of the Contractor’s contractual obligations.
Contracts for regularly recurring work can be terminated with a notice period of at least 3 months to the end of a month.
1. The place of performance and jurisdiction for all disputes arising from the contractual relationship, including proceedings involving checks, bills of exchange and documents, shall be Traunstein, Germany, if the customer is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. German law shall apply to the contractual relationship. The UN Convention on Contracts for the International Sale of Goods is excluded.
2. Any invalidity of one or more provisions shall not affect the validity of the remaining provisions.
STATUS‚ 02/2022
