General Terms and Conditions
Bleher Folientechnik GmbH, 71254 Heimerdingen, Germany
I. For Sales to Traders
All agreements and quotations are subject to the supplier's terms. Placing an order or accepting a delivery shall be regarded as acceptance of said terms. Any customer terms not expressly recognized by BLEHER Folientechnik in writing are not binding for BLEHER Folientechnik even if no objection is expressly raised.
Terms of Quotation
The prices on which our quotations are based are exclusive of VAT and are only binding on our part if accepted immediately. In any case, we are freed from our tender price within a period of 14 days from the date of quotation. The minimum order value is €150.00 (merchandise value).
If a change arises in the terms of production or purchase during the period of executing the order or there is a price change due to increases in the cost of raw materials, higher wage rates or other cost increases and in cases of force majeure, in fulfilling the contract we are entitled to charge a surcharge in line with market conditions without prior notice.
Payment must be made in euros within 30 days of the invoice date. Amounts less than €50.00 are payable without discount. For payments made within eight days of the invoice date we grant a discount of 2%. Cash on delivery is applicable for small amounts and call-off orders, as is standard in the industry. New customers may be asked for payment in advance. In the event of late payment or a payment extension, interest of 4% above the relevant national central bank discount rate can be charged without requiring a formal reminder. Checks and bills of exchange are regarded as paid upon redemption only. Discount and bank charges shall be met by the customer. BLEHER Folientechnik is entitled to demand prepayment of the entire order total, or to withdraw from the contract excluding any claims for damages from the customer, if we obtain unsatisfactory information about our customer's ability to pay. In the event of late payment or a substantial deterioration in the customer's financial circumstances, BLEHER Folientechnik may demand instant payment of all outstanding invoices, including those which are not yet due, including current bills of exchange and deferred amounts and to cease all further work on current orders, as well as to refuse to carry out other work. BLEHER Folientechnik is entitled to invoice for any costs incurred prior to stopping work. For Internet orders, cash-on-delivery plus a cash on delivery fee as agreed shall apply.
The customer is not entitled to offset amounts owed to us against amounts owed to them, unless amounts owed to them are undisputed or legally binding.
Place of Fulfillment
For deliveries and payment, the place of jurisdiction is Ludwigsburg. Other terms of delivery and payment stipulated by the customer are rejected and excluded where they do not coincide with our terms.
Retention Of Title
BLEHER Folientechnik retains title on all deliveries and services until all amounts owed arising from the business relationship are paid (including related costs and charges). Amounts owed from any resale of goods subject to retention of title shall be assigned to BLEHER Folientechnik as security for amounts owed to it. If payment is not made in accordance with the terms of the contract, BLEHER Folientechnik is entitled – without issuing a reminder or setting a deadline – to demand that the delivered goods and services be surrendered. Any seizures or other impairment of our rights must be reported promptly in writing including presentation of the bailiff's report.
are made from the Heimerdingen plant on account and at the customer's risk. The written order confirmation covers the scope of delivery. Obvious errors on the part of BLEHER Folientechnik that occur during quotation, order confirmation or when issuing the invoice entitle the customer to avoid or cancel the contract.
Information on Delivery Time
is provided to the best of our knowledge and adhered to where possible. It is not binding. If a delivery date is agreed and not adhered to by us, the customer is only entitled to cancel the contract if an appropriate extension set by the customer beforehand is not adhered to. In no case, however, may compensation or consequential losses be claimed or replacement goods purchased at our expense. For goods that can be substituted, we are entitled to supply replacement quality goods at an appropriate price. Partial deliveries are permitted. Goods may only be returned with our prior agreement. If circumstances beyond our control arise, we are free to postpone the delivery time for the duration of the problem or to cancel the order either in whole or in part. We do not need to provide evidence of a cause. If delivery is not reasonable for us or only feasible at a loss, this shall be regarded as a circumstance beyond our control.
Liability for Defects
Notification of defects is only admissible within one week of receipt of the goods and must be made in writing. They shall only be recognized if more than 3% of the quantity supplied possesses the fault. If there are deficiencies to part of a delivery, the entire delivery may not be rejected. BLEHER Folientechnik has the right to rectify defects and replace goods. In the event of legitimate deficiencies, the customer may claim for a reduction in price only, but not rescission or compensation. BLEHER Folientechnik may avert the claim for a price reduction by supplying replacement goods. Deficiencies do not release the customer from observing payment as agreed. If the customer defaults on their obligations, BLEHER Folientechnik is exempted from liability. Variations in the quality of materials procured by us are not a cause for complaint as long as they are declared permissible in the delivery terms of relevant supplier associations. Provided our suppliers allow warranty claims, BLEHER Folientechnik is entitled to transfer warranty claims to the customer. Compensation and warranty claims against BLEHER Folientechnik are then excluded.
In particular, further claims due to noticeable or hidden material defects or guaranteed properties that are missing are excluded, particularly rescission, price reductions, notice of cancellation or compensation for damages of any kind and especially any not originating with the delivery item. As a basic principle, BLEHER Folientechnik accepts no liability for compensation claims and in particular no liability for consequential losses. The company shall only accept liability for staff negligence in accordance with Section 831 of the German Civil Code (BGB), including within the scope of contracts.
Should a provision of these terms of business prove invalid, this shall not affect the validity of the other provisions. The contractual parties shall replace invalid provisions where possible with such valid provisions as achieve the intended purpose as far as possible. Customer rights associated with the legal transactions entered into with us are not transferable. Supplementary agreements or arrangements other than specified in the above terms shall only be valid if BLEHER Folientechnik confirms them in writing.
Deliveries To Resellers
are additionally subject to the following terms:
Deliveries shall be made subject to retention of title pursuant to Section 455 of the German Civil Code (BGB) whereby goods remain the property of the supplying company until all (including future) amounts owed are paid in full by the buyer in this business relationship. If the buyer sells the goods supplied – no matter what the timeframe – for full repayment they hereby transfer all bills outstanding from deliveries of goods and services provided to their customers as a result of the sale, including all ancillary rights, to BLEHER Folientechnik.
At our request, the buyer is obliged to provide notification of transfers made to third parties and to exercise the right against third parties to provide the required information and submit documentation.
The reseller is authorized to collect amounts owed from the resale despite the transfer; the authority to collect for BLEHER Folientechnik remains unaffected by the reseller being authorized to collect. BLEHER Folientechnik shall not collect the amounts owed as long as the reseller duly fulfills their payment obligations. Retention of title remains in place even where the supplying company's individual amounts owed are included in a current invoice and balanced and recognized. The buyer is obliged to insure the goods supplied against fire, theft, water damage and other risks and to provide evidence of insurance to BLEHER Folientechnik on request.
With regard to the transfer in favor of BLEHER Folientechnik, the reseller must pay the amounts transferred as soon as the amounts owed are due. Even if the reseller does not fulfill this obligation, BLEHER Folientechnik is entitled to the amounts transferred, and these must be kept separate.
In the event of default, goods still available must not be disposed of. In fact the goods must be returned immediately. If a resale occurs nevertheless, the above terms shall be applied without affecting any other rights. Supplies are solely intended for resale to consumers. Onward resale to resellers of any kind – no matter whether they are specialist retailers in graphics, brokers, agents or other resellers – is excluded.
II. For Sales To Non-Traders
On the basis of the German Act on General Terms and Conditions (AGB-Gesetz), which became effective on April 1,1977, the delivery and payment terms outlined in Section 1 above apply to sales to non-traders only to the extent not covered by the special terms below.
If a change arises in the terms of production or purchase within four months of placing the order or there is a price change due to increases in the cost of raw materials, higher wage rates or other cost increases, the seller is entitled to withdraw from the contract and provide a new quotation to the buyer that takes into account the price changes. In this case, the buyer shall waive claims for compensation for any legal reason. If there is a cost increase of the type described above once four months have passed from concluding the contract, the seller is entitled to charge a surcharge in line with market conditions without giving prior notice to the buyer.
Liability for Defects
Notification of obvious defects is only admissible within one week of receipt of the goods and must be made in writing. Otherwise statutory periods of limitation for warranty claims apply as terms for notifying deficiencies. Deficiencies shall only be recognized if more than 3% of the quantity supplied possesses the fault. If there are deficiencies to part of a delivery, the buyer is not entitled to reject the entire delivery unless partial fulfillment of the contract is not acceptable to them. On showing material defects, the buyer is not entitled to make statutory warranty claims if the seller offers to rectify defects or to replace goods. If rectifying defects and replacing goods finally fails, the buyer may choose to demand either a reduction in payment or rescission of the contract. In this case, buyer claims for compensation for direct or indirect damages are excluded. Deficiencies do not release the buyer from the agreed payment. Variations in the quality of materials procured by us are not a cause for complaint as long as they are declared permissible in the delivery terms of relevant supplier associations. Provided our suppliers allow warranty claims, BLEHER Folientechnik is entitled to transfer warranty claims to the customer and to refer the buyer to the suppliers. In the event that the supplier does not respond to the deficiencies identified by the buyer within an appropriate time or refuses to settle warranty claims regarding deficiencies, the buyer may revert back to BLEHER Folientechnik. The seller is liable for guaranteed properties but only liable for so-called consequential losses caused by damage if a guarantee was given precisely to protect the buyer from these kinds of indirect losses. BLEHER Folientechnik gives no warranty for consumable materials where BLEHER Folientechnik cannot control quality. Any damage occurring during transport shall be at the buyer's expense. Otherwise the provisions of the German Act on the Modernization of the Law of Obligation apply, which became effective January 1, 2002. For consumer items, the period in which deficiencies can be claimed is 12 months.