General terms and conditions
1. Scope and application
All agreements and deliveries shall be subject to the conditions of Freudenberg GmbH, unless other conditions apply as a result of new offer or order confirmations. Different conditions of the customer shall be non-binding for Freudenberg Industrie Siebdruck GmbH, unless they have been explicitly acknowledged in writing.
For repeated business dealings, it is sufficient for the client to be familiarised with the general terms and conditions of Freudenberg Industrie Siebdruck GmbH at the start of business relations.
2. Conclusion of a contract
The prices, quantities, delivery times and delivery options specified in our offers are subject to change without notice. Orders shall become binding only on issue of our written confirmation. For small orders, the delivery itself shall be treated as confirmation.
3. Delivery time
Agreed delivery times shall begin on the day on which the order is received at company headquarters and end on the day on which the order leaves the company premises. The delivery time is interrupted for the duration required for checking galley proofs, press proofs, samples etc. If the customer requests changes that were not specified in the original order, a new delivery period – applicable from the point at which the change is confirmed – shall begin.
If the delivery time is not met, the buyer shall be entitled to set a reasonable period of grace. The client’s right of withdrawal due to a delay in delivery or because delivery is not possible shall not apply until after the period of grace has expired. Claims for compensation due to a delay in delivery or because delivery is not possible shall be excluded, insofar as this is legally permissible.
Unexpected events such as a disruption of operations, lack of raw materials, official decrees, traffic disruptions, currency adjustments, industrial action and other cases of force majeure shall exempt us from our delivery obligation for the duration of such disruption and to the extent of their effects. Events of this kind entitle us to entirely or partially withdraw from the contract.
Any claims for compensation on the part of the client shall be applicable only in the event of wilful intent or gross negligence on the part of Freudenberg Industrie Siebdruck GmbH and shall be limited to the costs foreseeable at the time the contract was concluded.
If transactions (successive deliveries) have been agreed upon and the contractual partner has not claimed the agreed quantities before the end of the subscription period or does not accept the contractually produced orders or orders to be produced, we are entitled to withdraw from the contract following the granting of a reasonable period of grace and demand at least 20% of the value of the unclaimed orders/orders not produced as compensation for non-fulfilment. The contractual partner is entitled to replacement orders.
5. Shipment, packaging and risk assumption
Packaging and shipment costs shall be borne by the client; the shipment type and route shall be chosen at our discretion. The client’s wishes shall be taken into account here. All shipments shall be transported at the customer’s risk, including in case of freight prepaid delivery. It is the responsibility of the customer to take out transportation insurance.
All prices exclude VAT and are subject to change without notice. They shall be effective from the distribution centre excluding packaging, unless otherwise agreed.
If the costs attributable to the production, sale and transport of the goods – including charges by public authorities – increase or are newly established, this shall entitle us to increase our prices for long-term contracts. The same applies to orders that are not to be processed until three months have elapsed since the contract was concluded. The quantities or dimensions specified in our plant are binding for the calculation.
Für die Berechnung sind die in unserem Betrieb festgestellten Stückzahlen oder Maße verbindlich.
7. Terms of payment
Payment obligations are not considered fulfilled until we have finally received the equivalent value of our receivable. Discounts are granted only once all due invoices have been paid.
If a payment deadline is missed, we are entitled to charge default interest at a rate usually charged by banks for short-term loans. A charge of €5 shall apply for each payment reminder.
The agreed terms of payment shall generally apply. In case of payment default, we are entitled to execute any deliveries or services that are still due only against prior payment or security and, in the event that this is refused, to withdraw from the contract, without prejudice to other rights. Offsetting shall be permitted only against counter claims that are not disputed by us or that have been legally adjudicated by a court.
8. Retention of title
All of the goods that we ship remain our property for as long as we still have payment claims arising from the business relationship.
The contractual partner shall be entitled to work on, process and sell the goods during the course of their proper business operations. However, extraordinary pledging, disposals, transfer of ownership by way of security etc. are not permissible.
Our retention of title extends to products arising from processing or machining at a level proportionate to the value of our co-ownership of the third-party product.
By accepting our goods, the contractual partner shall assign to us the claims – with all ancillary rights – arising from processing or sale until our claims have been settled in full (in case of co-ownership, up to the amount of our claims).
We shall be informed immediately of access by third parties to the goods in our (co-)ownership or to the claims assigned to us.
9. Guarantee in the event of complaints
The contractual partner is obliged to check the products as soon as they have been received. Notice of justified defects shall be given at the latest seven days after receipt. In the case of defects that are not immediately apparent, notice of defects shall be given within seven days of the defect(s) being discovered.
Complaints shall be made in writing. If the client fails to give notice of defects within the aforementioned period, any such claims shall be excluded.
In the event of justified complaints, Freudenberg Industrie Siebdruck GmbH shall initially be entitled to correct the problem or make a replacement delivery. Deficiencies relating to certain components of the order do not constitute grounds for issuing a complaint relating to the delivery as a whole.
Any claims on the part of the client due to violation of contract or wrongful acts and claims due to consequential damages shall be excluded, unless Freudenberg Industrie Siebdruck GmbH or a vicarious agent caused the damage intentionally or through gross negligence.
Processing of our products shall take place at the customer’s own risk. Any material provided by the client shall be delivered free of charge to Freudenberg Industrie Siebdruck GmbH. For material provided or job-order printing services for the objects to be printed, we shall provide a guarantee regarding printability and imperfections, as well as the durability and colour fastness of the imprint, only if this was promised in writing when the contract was concluded. Compensation for consequential damages is excluded.
For technical reasons relating to the printing process during job-order printing services, including press proofs, we are entitled to consume up to 10% additional material without notifying the client beforehand. Over- and under-deliveries may occur for technical reasons relating to the printing process; these shall be calculated with +/-10% without the client being notified beforehand.
10. Intellectual property rights, licences, masters
The client shall be solely responsible for checking the rights of reproduction of masters. The client shall assume sole liability in the case of orders for logos and trademarks and shall indemnify Freudenberg Industrie Siebdruck GmbH from any claims for compensation vis-à-vis the other holders of rights.
In the case of products whose use, distribution and installation might affect the rights of third parties or for which approvals are required, the client shall acquire the necessary rights and indemnify Freudenberg Industrie Siebdruck GmbH from any claims for compensation or efforts to prevent such rights being acquired. The client shall in any case fulfil our demands.
Copyright and reproduction rights for own drafts, drawings, originals etc. shall remain held by Freudenberg Industrie Siebdruck GmbH. The reprinting of company products that are not copyrighted or subject to other industrial property rights is forbidden. Materials and equipment required for printing processes shall remain the property of Freudenberg Industrie Siebdruck GmbH, even if charged separately.
The prices specified for film and draft costs as well as other custom-made products required for fulfilment of the order are recorded charged on a provisional, pro rata basis only and are no longer calculated in the event of identical follow-up orders. The remaining payment of the actual value shall be made upon surrender to the client.
If the client cancels an order that has already been placed, the costs for drawings, drafts, films etc. shall be calculated. Furthermore, compensation for damages – including compensation for lost profits – shall be paid.
For galley proofs, typesetting errors and errors caused by Freudenberg Industrie Siebdruck GmbH or vicarious agents shall be corrected free of charge. Errors arising from the illegibility of the manuscript or due to customer requests – in particular, customer corrections and auto-corrections – that deviate from the original master shall be calculated on the necessary time and material basis. Galley proofs and press proofs shall be checked by the client and then signed and returned to Freudenberg Industrie Siebdruck GmbH.
The company shall assume no liability for any mistakes overlooked by the client. Changes discussed on the telephone require written confirmation.
Templates, digital data, print substrates, stamps and other items destined for reuse as well as finished and semi-finished products shall be retained beyond the date of delivery only following prior agreement and against separate payment. The aforementioned items shall be treated with the utmost care up until the delivery date, especially if they were provided by the customer. We shall accept no liability for damages except in the event of gross negligence or intent. If the aforementioned items are to be insured, this shall be the responsibility of the customer. Unless otherwise explicitly agreed, semi-finished films and finished films (projections) shall be automatically destroyed 24 months after they were last used.
12. Recurring orders
In the absence of a separate agreement, regularly recurring orders shall be subject to a notice period of three months to the end of the quarter. If the average monthly invoice amount is more than €300 and the client is a registered trader within the meaning of the German Commercial Code, this period shall be extended to six months.
In case of payment default, Freudenberg Industrie Siebdruck GmbH is entitled to terminate the contract without notice.
Materials and articles that are to be printed (either together or in stages) shall be stored and retained for safekeeping only following prior agreement; the client shall pay for storage and safekeeping separately.
13. Product labelling
Freudenberg Industrie Siebdruck GmbH reserves the right to apply company text, the company logo or plant identification number subject to appropriate practice and depending on the product and the available space.
14. Place of execution and court of jurisdiction
The place of execution for deliveries and payments is the company headquarters. The court of jurisdiction for disputes arising from the contract is Dresden. German law shall exclusively prevail.
15. Other agreements
All oral agreements require written confirmation in order to be binding. Further agreements or agreements that differ from these rules and regulations always require written confirmation.