General Terms

General Terms and Conditions - Status: April 2019

1. User

User of these General Terms and Conditions is:

Infoplus Blindow Namensschilder GmbH & Co. KG
Otto-Hahn-Str. 21
22941 Bargteheide, Germany
Registration court: Lübeck Municipal Court Commercial register section A 3289 AH

2. Scope

2.1 Our deliveries and services are exclusively provided according to the following General Terms and Conditions. These also apply to all future business relationships, even of they have not been explicitly agreed upon again. Deviating terms and conditions of our customers are not valid.

2.2 Our goods and services offer is exclusively aimed at entrepreneurs according to Article 14 of the Bürgerliches Gesetzbuch (BGB - German Civil Code). By placing an order to us, the customer confirms that he/she is an entrepreneur according to Article 14 of the BGB and is practicing his/her commercial or self-employed activity when concluding a legal transaction with us.

3. Conclusion of contract

3.1 Our offers are subject to change.

3.2 Our presentation of goods on the Internet does not constitute an offer, but an unbinding invitation to place an order. We do not claim that illustrations and descriptions on the Internet, in brochures, price lists, etc. are complete or correct. Unless explicitly agreed otherwise, they should be treated as information regarding the state of the goods. Technical information, also in offers, especially regarding the nature and scope of the range of goods, colors, weights, dimensions, and materials are approximate values; deviations within the tolerances of the used materials, technology and customs of the trade are permissible, even for orders based on samples. This also applies to information provided in pattern books, price lists, and other brochures.

3.3 Orders place with us are binding offers that we can choose to accept within two weeks. Acceptance can be declared either in writing or by handing over the goods to the customer. Receiving an order by telephone does not constitute a binding acceptance by us.

3.4 If a customer places an order electronically, we will immediately confirm receipt of the order. The receipt confirmation does not constitute a binding acceptance of the order but can be combined with the acceptance declaration. The contract text is stored by us and sent to the customer on request via e-mail including these general terms and conditions.

3.5 The contract is concluded on the condition of correct and timely delivery to us by our suppliers, unless the non-delivery is our responsibility, e.g. due to a lack of congruent covering transactions with our supplier. We will immediately inform the customer of any potential undeliverable performance and immediately refund any received consideration.

4. Prices

4.1 We commit to our prices for 30 days from the date of the offer, unless stated otherwise. In case of doubt, the prices stated in our order confirmation apply.

4.2 Unless agreed otherwise, our prices are quoted as purely net prices without trade discounts or other deductions for the item ex factory or ex our warehouse in Bargteheide, Germany excluding packaging, shipping and payment charges plus the respective legally applicable value-added tax.

4.3 In case of substantial changes to the factors determining the prices, such as staff and material costs, purchasing conditions, etc., between conclusion of the contract and the agreed and/or actual delivery date, we are entitled to ask the customer for a price adjustment and, if no agreement is reached, to revoke the contract. For non-traders this only applies if the period between the conclusion of the contract and the delivery is more than four months.

4.4 We deliver exclusively via the means stated in the processed order. For goods shipped outside of the Federal Republic of Germany, additional costs may be incurred, especially taxes or customs, which the customer must bear or reimburse us for.

4.5 The granted payment conditions exclusively apply to the concerned order.

4.6 We are entitled to charge the customer with any extra costs incurred by us due to incorrect or missing information, illegible originals provided by the customer, or similar required corrections that are the responsibility of the customer.

4.7 We will charge the customer for subsequent amendments to the contractually agreed performance initiated by the customer including machine breakdown time. Subsequent amendments also include repeated samples demanded by our customer due to minor but not objectionable deviation from the original.

5. Payment

5.1 In case of a factual reason, we are entitled to request a suitable advance payment insofar as this does not conflict with overriding interests of our customer. Factual reasons include, e.g. a new customer, a customer located outside Germany or if the billing amount of the ordered goods exceeds € 1000 Euros.

5.2 Our invoices are due within 14 days of the delivery date without deductions. If the customer does not pay on the due date, he/she is at default even without a reminder. For default of payment, default interest must be paid, amounting to 9 percentage points above the prime lending rate. This does not exclude the assertion of additional claims. In case of delayed payment, we are also entitled to receive a lump sum of € 40. This lump sum will be deducted from owed compensation damages, insofar as the damages are based on the costs for the prosecution of a claim.

We and the customer herewith agree that invoices can also be dispatched electronically.

5.3 If after conclusion of the contract, it becomes apparent that fulfillment of the payment claim is jeopardized by the lack of performance capacity of the customer, we can refuse the performance. The right to refuse performance becomes void if the consideration is effected or security is provided for it. Article 321 II of the BGB remains unaffected. We can also refuse performance if we have a claim due against the customer based on the same legal relationship until the performance to which we are entitled is carried out. Article 273 III of the BGB remains unaffected.

5.4 For credit check and credit assessment purposes we will exchange data with credit and payment service providers. Our service providers supply us with information about the previous payment behavior and credit status of the customer based on mathematical-statistical methods using address information. If we intend to carry out a credit assessment, we will ask the customer for consent in advance.

6. Set-off exclusion and right of retention

Our customer can only offset our claims if his/her counter claim is uncontested or legally established. The customer can only practice the right to retention if it is based on claims stemming from the same contractual relationship.

7. Delivery and performance periods, partial deliveries and performance

7.1 Barring differing written agreements, the information included in our order confirmations is binding in terms of the delivery and performance times.

7.2 We are not responsible for delivery and performance delays due to force majeure and based on events that considerably impede or prevent our delivery (e.g. strikes, lock-outs, official directives, natural catastrophes, malfunctions, power failures, etc., even if they are incurred by our suppliers) also for binding deadlines and dates. In such cases, we are entitled to delay the delivery or performance for the duration of the obstruction. If delivery or performance becomes impossible or unacceptable for reasons that are not our responsibility, we are entitled to revoke the contract. In this case, the customer is not entitled to compensation claims.

7.3 We are entitled to carry out partial deliveries and partial performance insofar as this is performed according to the requirements of good faith in line with Article 242 of the BGB. This can be the case in particular, if

  • partial deliveries can be used by the customer within the scope of the contractual intended use,
  • the delivery of the remaining ordered goods remains secured and
  • the customer has not initiated any payment (e.g. advance payment).

The rights/claims of our customer regarding a breach of duty on our side remain unaffected.

7.4 Our customer has to provide us with a delivery address to which the ordered goods can be delivered on weekdays during standard business hours.

We reserve the right of offering only specific payment methods for the delivery requested by you, such as, for example, offering only methods in line with the applicable credit standing to protect our credit risk. In individual cases we reserve the right of delivering goods only upon prepayment. After the order is received we will coordinate this with the customer.

8. Passing of risk

8.1 The risk of accidental destruction or accidental impairment of the goods is transferred to the customer at the time of handover, and in case of consignment orders at the time of delivery to the forwarder, the carrier, or the person or institution otherwise in charge of the consignment. This is independent of the party bearing the transport costs.

8.2 If the customer is in default of acceptance, it will be considered a handover.

8.3 We will only procure transport insurance upon the explicit wish of our customer and at his/her expense.

8.4 Standard commercial packaging is used unless a special type of packaging is agreed.

9. Call off orders

For orders in which a total order volume that has been previously agreed is delivered in separate installments that are individually requested and paid for by the customer (call off orders), our customer is obligated to purchase the entire quantity on which the call off order is based. The call off obligation of the customer constitutes a major obligation. In the absence of other agreements, for call off orders a purchasing period of no more than 12 months applies, starting from the day of order confirmation. If the purchase has not been completed by that time, we are entitled to grant the customer a grace period of two weeks to purchase the remaining order quantity. After this period has passed to no avail, we have the choice of either

  • delivering the remaining quantity and demanding the payment of the outstanding part of the purchase price,
  • placing the remaining quantity in storage at the expense of our customer
    or
  • giving our customer an appropriate grace period for purchasing the remaining quantity and after this period has passed to no avail to revoke the contract in line with Article 323 of the BGB.

Our rights, such as the right for damage compensation, remain unaffected.

10. Inspection and notification duties, acceptance and other duties of our customer

10.1 Our customer must immediately inspect the contractual compliance of semi-finished and intermediate products in every respect, also including the color and color denomination. The risk of potential errors is transferred to the customer with the declaration of readiness for press/manufacturing insofar as they are not errors that occurred or could be detected in the manufacturing process following the declaration of readiness for press/manufacturing. The same applies to any other release certificates by the customer.

10.2 Corrections conveyed by the customer by telephone require a written confirmation by us.

10.3 Our customer must check the contractual conformity of the goods of a commercial transaction immediately upon delivery and immediately report in writing discernible faults after delivery and other faults immediately after discovery (Article 377 of the Handelsgesetzbuch (HGB - German Commercial Code); otherwise the goods are considered to be approved. For all other transactions, he/she must complain about obvious faults no later than two weeks from the handover of the goods. The customer bears the burden of proof of the defect, the time of discovery and the timely delivery of the complaint.

10.4 We are not subject to an inspection duty for items supplied by the customer or by a third party assigned by the customer (especially data carriers, transferred data). This does not apply to the technical suitability of supplied items for the proper fulfillment of the order, insofar as the unsuitability should be discernible to carefully acting individuals.

10.5 There are specifications for our products in terms of material, product characteristics and the recommended use or handling. Our customer is obligated to collect information about the material and technology of the item on offer (e.g. product information on the Internet, printed matters, etc.) and to check whether the selected product is suitable for the intended application purpose. This applies especially to the selected printing technology and fixation. When transferring the goods to third parties (users/carriers), it is the duty of the customer to inform them of the proper handling.

10.6 In print runs, the color precision based on true colors or individual colors can only be implemented with screen printing (depending on the material). In colored reproductions with all manufacturing methods, standard deviations from the original are not a cause for rejection. The same applies to the comparisons between other originals (e.g. digital proofs, press proofs) and the final product.

10.7 For data transfers the customer must apply computer anti-virus protection programs in line with the latest technology.

11. Warranty for defects

11.1 We offer a one-year warranty from the date of the risk transfer by our choice of rectification or replacement delivery. If the defect cannot be eliminated within a suitable time period or if the rectification or replacement delivery is considered failed for other reasons, the customer has the choice of requesting a price reduction or to revoke the contract. Failure may only be assumed if we have been given sufficient opportunities for rectification or replacement delivery without the desired success being achieved, if rectification or replacement delivery is impossible, if we refuse it or delay it unacceptably, if there is reasonable doubt as to the chances for success, or if it is not acceptable for other reasons. Revocation is not permissible for minor defects.

11.2 If our customer chooses to revoke the contract due to a defect after failed rectification, he/she has no right to additional damage compensation due to the defect and the customer is obligated to return the goods. If the customer chooses damage compensation after failed rectification, the goods remain in his/her property if this is acceptable to her/him. The damage compensation is then limited to the difference between the purchase price and the value of the defect item. This does not apply if we maliciously caused the breach of contract.

11.3 Defects of part of the delivered goods do not qualify the customer to reject the entire delivery, unless the partial delivery is of no interest to the customer.

12. Quantity and dimensional tolerances

Over-deliveries and under-deliveries and dimensional tolerances within the standard range as well as the delivery of a relatively low number of defective goods, insofar as the latter is technically unavoidable, do not justify complaints.

13. Limitation of liability

13.1 We are liable according to the legal provisions insofar as a breach of responsibility within our control is based on intention or gross negligence.

13.2 We are not liable for slightly negligent breaches of duty if no essential contractual obligations, damage based on the injury to life, body or health, warranties, or claims based on the product liability act are involved. We are liable for maliciously concealed defects and the assumed warranty for the nature of the goods.

13.3 If a breach of duty attributable to us is based on simple negligence and an essential contractual obligation is breached, we limit our liability to the foreseeable damage typical for the contract. However, in turn the foreseeable damage typical of the contract is limited to the amount covered by our general liability insurance policy. Depending on the type of damage (personal, material, property damage, damage resulting from the environmental risk, damage to work in progress, etc.) the covered amount is € 5,000,000 per claim, not exceeding € 5,000,000 per calendar year.

13.4 Taking into account the regulations of Article 3, our customers have the option of requesting additional insurance coverage due to the special risk. We will try to comply with this, but cannot guarantee it due to the special nature of the insurance market. If we take out an additional insurance in favor of our customer, the customer is obligated to assume the incurred additional premiums.

13.5 Unless specified otherwise in sections 1 to 4, our liability is excluded.

14. Limitation of liability in favor of third parties

Insofar as our liability is excluded or limited in Item 13, it applies mutatis mutandis to claims of our customers towards our vicarious agents (employees, subcontractors, etc.).

15. Statute of limitations

15.1 Warranty claims, with the exception of damage compensation claims and claims based on the Product Liability Act, fall under the statute of limitation one year from the risk transfer. This does not apply if we maliciously concealed the defect or if we have assumed a guarantee for the nature of the good.

15.2 The statutory period of limitation for damage claims aimed at us that are not based on an intentional behavior attributable to us, is one year. Supplier rights of recourse according to Article 478 of the BGB are excluded from this.

16. Retention of title

16.1 We retain the title to the goods sold by us until the settlement of all claims owed to us by the customer now or in the future.

16.2 Our customer is entitled to process and sell the goods subject to the retention of title in the proper course of business, if he/she is not at default. Pledging or transfer of goods by way of mortgage is not permitted. For security reasons our customer already transfers claims arising from resale or another legal ground (insurance, unauthorized action) regarding the goods subject to the retention of title (including all balance claims of open accounts) to us up to the amount of our claim. We accept the transfer and authorize the customer to collect the claims transferred to us to his/her account in his/her own name. This collection authorization can only be revoked if the customer does not properly fulfill his/her payment obligations.

16.3 Processing of the goods subject to retention by the customer always takes place in our name and commissioned by us. If processing involves items not belonging to us, we acquire joint ownership of the new item proportionate to the value of the goods delivered by us to the other processed items. The same applies if the goods subject to retention are mixed with other items not belonging to us.

16.4 The customer keeps our property that is subject to retention free of charge. The customer is obligated to insure the items to the appropriate standard degree. In case of access by third parties, especially court bailiffs, to the goods subject to retention, our customer will identify our property and inform us immediately.

16.5 In case of breaches of duty by the customer, especially delayed payments, we are entitled even without setting a deadline to demand the delivery of our property and/or to revoke the contract. The customer is obligated to deliver the goods. The demand for delivery does not involve a revocation declaration unless explicitly stated.

16.6 To secure all demands to which we are entitled according to the contract, we are entitled to a herewith agreed contractual right of lien on our goods.

16.7 We commit to fully or partially release the securities due to us on request by the customer, if and insofar as the marketable value of all securities exceeds 110% of the secured claims more than temporarily. We have the right to select the securities to be released taking into account the legitimate interests of our customer.

17. Data protection

17.1 We store the personal data provided to us by the customer for contract handling purposes. Insofar as required for processing the customer's order, we will provide his/her personal data to the required degree also to sub-contractors or third parties (e.g. forwarding agents) to carry out the order. The legal basis for the processing of personal data is Art. 6 (1) section 1 point b) of the GDPR.

17.2 The data will be deleted as soon as it is no longer required for accomplishing the purpose of its collection. This is the case when the data is no longer required for implementing the contract. Even after the conclusion of the contract there may be a need to store the personal data of the contractual partner to meet contractual or legal obligations.

17.3 Our customer has the right

  • in line with Art. 7 (3) of the GDPR to withdraw the consent given to us at any time. As a result, the data processing based on this consent may no longer be carried out in the future;
  • in line with Art. 15 GDPR to demand access to the personal data concerning him or her. In particular, the customer can demand access to the purposes of the processing, the categories of personal data concerned;, the categories of recipients to whom the personal data has been or will be disclosed, the envisaged period for which the personal data will be stored, the existence of the right to request rectification, erasure, restriction of processing, and to object; existence of the right to lodge a complaint; information as to the source of the data if not collected by us; and the existence of automated decision-making, including profiling, and, if applicable, request meaningful information about its details;
  • according to Art. 16 GDPR to demand the immediate rectification of incorrect or the completion of incomplete stored personal data;
  • acc. to Art. 17 GDPR to demand the erasure of personal data concerning him or her stored by us, insofar as the processing is not required for exercising the right of freedom of expression and information; for compliance with a legal obligation, for the performance of a task carried out in the public interest, for reasons of public interest, or for the establishment, exercise, or defense of legal claims.
  • acc. to Art. 18 GDPR to demand the restriction of processing of personal data concerning him/her insofar as the accuracy of the personal data is contested by the customer, the processing is unlawful but the customer opposes the erasure of the personal data , we no longer need the personal data but it is required by the customer for the establishment, exercise or defense of legal claims; or the customer has objected to processing pursuant to Article 21 GDPR;
  • acc. to Art. 20 GDPR to receive the personal data concerning him or her, which he or she has provided to us, in a structured, commonly used and machine-readable format or to demand the transfer of this data to another controller and
  • acc. to Art. 77 GDPR to lodge a complaint with a supervisory authority. In general, he/she can lodge this complaint with the supervisory authority at his or her habitual residence or place of work or our company headquarters.

17.4 Insofar as the personal data concerning our customer is based on the purposes of the legitimate interests pursued acc. to Art. 6 (1) section 1 point f) he/she has the right according to Art. 21 GDPR to object to the processing of personal data concerning him/her insofar as there are reasons based on his/her specific situation.

17.5 If our customer wants to practice his/her rights according to Articles 17.3 and/or 17.4, it is sufficient to send an e-mail to info@infoplus.de or contact us as follows:

Infoplus Blindow Namensschilder GmbH & Co. KG
Otto-Hahn-Str. 21
22941 Bargteheide, Germany
Tel:  +49 (0)4532 200 - 0
Fax: +49 (0)4532 200 - 200

18. Intellectual property and property of images, models, tools, etc.

18.1 Our customer affirms that his/her order specifications, especially the provided originals do not violate the rights of third parties, such as copyrights, trademark rights or personal rights. In this respect, our customer release us in full from all claims of third parties including the costs of legal representation and legal prosecution.

18.2 We are the exclusive holders of the intellectual property rights or industrial property rights of illustrations, models, drawings, calculations, designs, templates, sketches, samples, raw materials, digital data, etc. (subsequently: work materials) developed and/prepared by us. Our customer may not use (process, duplicate, distribute, etc.) these work materials or pass them on to third parties without our prior explicit written approval.

Furthermore, the work materials and documents provided to our customer remain our property. The customer does not have a retention right for these materials.

18.3 Even if our customer fully or partially contributes financially to the costs of a tool or development model, the rights and claims to tools or development models remain with us.

19. Samples and costs

19.1 Our reference samples are provided to our customer for reviewing and testing and must be returned to us. Product labels on the reference samples may not be removed. The customer commits to refraining from everything that damages the state of the sample goods or decreases their value. Samples to be returned must be packaged in the original packaging and sufficiently protected from transport damage. The customer bears the costs of the return shipment.

19.2 If shipped samples are not returned to us undamaged or in full due to the customer's fault, we reserve the right to bill our customer for the damaged or missing goods.

20. Product labeling

We reserve the right to attach our brand label in a suitable fashion to the goods to be delivered, even on individual items, insofar as this is acceptable to our customer taking into account the requirements of good faith according to Article 242 of the BGB.

21. Archiving

Products to which our customer is entitled, especially data and data carriers, will only be archived by us beyond the time of the hand over of the end product to our customer or his/her vicarious agents based on an explicit agreement and for special remuneration. Barring an agreement, any insurance for the aforementioned items must be provided by the customer.

22. Periodic work

Contracts for regularly incurred work can be cancelled within a period of 3 months.

23. Other regulations

23.1 Place of performance and exclusive place of jurisdiction for all disputes is our company headquarters insofar as our customer is a merchant, a legal person under public law, or a special fund under public law. The same applies if the customer does not have a general place of jurisdiction in Germany or if his/her habitual residence at the time of the commencement of the action is not known.

23.2 Amendments and additions to this contract must be in writing. This also applies to this written form stipulation.

23.3 Should a stipulation of the contract or these general terms and conditions be or become fully or partially ineffective, the validity of the other regulations remains unaffected. The same applies for potential gaps in this contract.

23.4 German law exclusively applies with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, even if our customer is located outside Germany.