Terms and Conditions | Arno Marx GmbH

General Terms and Conditions

I. General

These General Terms and Conditions apply for all present and future business transactions. We do not recognise any differing terms and conditions, or purchasing or payment conditions. Customer’s different or supplementary business terms are only valid if they have been expressly accepted by Arno Marx GmbH (henceforth referred to as the supplier) in writing. The same applies for trade practices and the customs of the sector. This also applies if the supplier carries out deliveries unconditionally despite the supplier’s knowledge of any deviating conditions of the customer. If there is no written acknowledgement of the customer’s deviating business terms they will not be an integral part of the contract, even if we do not expressly object to them.

Verbal, telephonic, telegraphic or any other collateral agreements, changes or supplements to the following sales, delivery and payment conditions require our written confirmation to become effective.

II. Quotations

Our quotations are non-binding and only apply after written confirmation. In this regard, in written or electronic communication the written form is valid even if the document is not signed. The supplier fundamentally reserves the right to prior sale when making a quotation. Prices do not include VAT unless otherwise stated. Drawings are fundamentally non-binding and solely serve to clarify the product.

The supplier has the right to attach their company text, logo and special product data on deliveries of all types, unless this would impair performance and/or the purpose of the contract. Our deliveries and activities take place on the conditions and at the prices quoted in the written order confirmation and according to the prices valid when the contract was completed. The written order confirmation is valid in cases of doubt.

III. Delivery and performance

The supplier will make every effort to meet delivery periods or dates. The dates and periods quoted by us, however, are only probable dates and are non-binding for the supplier, insofar that no other express agreement has been reached. If the customer makes changes, the delivery period only begins for the supplier after acceptance of such changes. Delivery periods do not start before fulfilment of the customer’s co-operative performance and co-operative obligations.

Acts of God and other events beyond the supplier’s influence (e.g. strikes; lockouts; war; riots; traffic and production disruptions; shortages of raw materials, goods or energy; measures by state authorities; delivery delays by upstream suppliers; as well as import and export restrictions and other unforeseeable events) entitle the supplier to postpone the delivery date or lengthen the delivery period or, insofar that fulfilment of the order becomes impossible due to one of the above-mentioned or similar events, effect a total or partial withdrawal from the contract without entitling the customer to compensation.

Deliveries are ex-works including packaging for the account and at the risk of the customer. For deliveries with a net goods value of below EUR 50 a fee of EUR 25 plus VAT is added for each small order.We do not take back non-returnable packaging, nor is there any right on the part of the customer for any consequent reduction of the invoice amount.

If the goods are delivered on pallets, the customer is to return to the supplier the same number of equivalent pallets received or replace their value. In order to tally the pallet traffic, the supplier maintains a pallet account for the customer according to the transport documents signed by the customer. All damaged or unreturned pallets will be billed by the supplier for payment by the customer.

In all orders, the supplier retains the right to change the ordered quantity to full packaging units. In the case of custom-made products, the supplier retains a quantity difference of up to +/- 20% of the order quantity. The actual quantity delivered will form the basis for the invoice. Our prices apply for the particular order and are non-binding for follow-up orders.

To a reasonable extent, the supplier is entitled to provide its performance in partial deliveries and also to invoice it correspondingly. Postal and delivery costs are invoiced for each partial delivery. If goods have been ordered on call, the call demands are to take place within the agreed period. After completion of this period, the supplier is entitled to deliver the remaining goods to the customer and invoice them.

The customer must accept the goods at the agreed delivery date. If the customer refuses acceptance of part or the whole delivery then the supplier can either fulfil the contract or, after expiration of a reasonable extension determined by the supplier, demand compensation instead of fulfilment of the contract.

Offers, estimates, calculations, drafts, sketches, drawings, samples, proof copies, tools and other documentation and resources are and remain the property of the supplier. They may not be reproduced and/or passed on to third parties. This documentation must be returned to the supplier on request if there is no completion of a contract. Written approval is required to initiate production.

The customer is invoiced for dies, printing plates, manufacturing tools and other materials at the supplier’s cost price. After a retention period of two years following completion of the last order the supplier has the right to dispose of the materials. The customer is responsible for observing the rights of third parties and protecting third parties when creating samples, print templates, etc. Insofar that compensation claims are made by third parties against the supplier they will be passed on to the customer for processing and settling, to unburden the supplier. The customer will be informed if the supplier is aware of third-party property rights and copyrights.

If the order involves anti-corrosive products then the following also applies: the products and the information provided correspond to the current state of knowledge and development of the supplier, and are subject to the careful inspection and experience of the producer of the VCI products. The data and instructions for use provided are non-binding and have no general validity as the material composition of the packaged goods, as well as transport and storage conditions, vary. The supplier accepts no liability beyond the identity of the product. The customer must carry out their own works-specific functional and compatibility tests according to recognised specifications.

IV. Delivery

Delivery takes place ex-works, for the account and risk of the recipient. The risk is transferred to the recipient on despatch

V. Liability and warranty

Complaints about the goods supplied, incomplete or incorrect deliveries, and/or recognisable faults are to be made in writing without delay, and no later than eight working days from receipt of the goods. Hidden faults must be reported in writing no later than two months after receipt of the goods. Samples of the defective goods are to be retained and made available to the supplier on request. Faults in one part of the delivery cannot lead to complaints about the entire delivery unless it is unreasonable for the customer to sort the goods and accept them.

No warranty claims will be accepted about complains and notices of defects that are not made in time.

Our goods are subject to statutory warranty conditions. Our goods are subject to an ageing process, depending on their type, use and the duration of their use. No liability is accepted for signs of wear and tear. We will invoice costs arising from unjustified return deliveries.

Only after appropriate written assurances will the supplier accept liability for the properties of our goods/packaging for their usability for a particular purpose.

The supplier chooses between repair or replacement. The customer can only demand a reduction in payment or an annulment of the contract when the supplier is unable to correct the defect or provide a replacement delivery, or the repair or replacement delivery are considered to have failed. The customer is obliged to provide the defective goods to the supplier for repair on request. The supplier bears the costs for the return delivery if the complaint is justified.

Goods that have been modified by the customer by integrating parts of third-party origin are no longer covered by the warranty if there is a causal connection between the damage and the modification(s). The warranty also becomes invalid if our handling instructions for the delivered goods have not been complied with. Goods that are, or have been, improperly stored and/or stacked are excluded from the warranty. The supplier accepts no further liability for compensation or reimbursement. Liability resulting from German legal regulations and product liability laws remains unreservedly intact.

VI. Terms of payment

Payment of the invoice amount must take place within 30 days of the invoice date without deduction. A discount of 2% is granted on payments within 14 days of the invoice date, insofar that no other arrangement has been agreed.

Items that have been passed on in the invoice at cost price (e.g. printing plates, tools, transport costs, etc.) are excluded from the discount deduction. Payment is to be made by bank transfer, cheque or in cash. Bills of exchange are only accepted after express agreement. Bills of exchange must be negotiable. The customer is to bear all costs and expenses involved with the bill of exchange.

No discounts are granted on payments by bills of exchange. Bills of exchange are only accepted for payment purposes.

Late payment will be subject to interest amounting to 8% per annum above the particular base interest rate (Paragraph 247 of the German Civil Code, BGB). We reserve the right to prove that further damage has been caused by such late payment.

In the case of late payment by the customer, the supplier is not obliged to carry out any further deliveries for any contracts until payment of the due invoice amount(s), including interest for late payment, has been received.

After unsuccessful expiration of a reasonable extended deadline, the supplier is entitled to demand immediate payment for deliveries carried out and to demand payment in advance for future deliveries if the customer is in arrears regarding agreed payment periods or there are circumstances that, according to customary banking standards, indicate a considerable worsening of the customer’s financial situation and/or their creditworthiness.

VII. Retention of title

The delivered goods remain the property of the supplier until complete payment has been received.

The retention of title does not impair the right of the customer to use the delivered goods within the framework of its ordinary business activities, or to process and sell them. The customer may not use the goods as collateral or pawn the goods as long as the supplier retains title to them.

The supplier’s ownership rights are not affected if the goods that are subject to retention of title are used as packing material or processed. The supplier acquires ownership or co-ownership of the new item(s) in relation to the invoice value of the goods that are subject to retention of title. On request, the customer must inform the supplier in writing, and without delay, about whom they have sold the goods to and what payments are thus due. At this point, all payments from the resale of the goods that are subject to retention of title, as well as all ancillary rights to them, pass from the customer to the supplier.

The customer must inform the supplier without delay if third parties assert a right to the goods that are subject to retention of title.

VIII. Special agreements

The customer’s purchase and payment conditions cannot be considered. Deviations from these General Terms and Conditions must be in writing and require the express acceptance of the supplier.

IX. Place of performance, place of jurisdiction and applicable law

The place of performance for all mutual obligations, also for those resulting from bills of exchange and cheques, is the location of the supplier’s registered office.

The place of jurisdiction for all obligations and legal disputes (also for disputes involving cheques and bills of exchange) regarding interpretation of the delivery contract is the location of the supplier’s registered office. This only applies insofar that the customer is a businessperson, a legal entity or special fund subject to public law, or their registered office is located outside Germany.

German law applies exclusively. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Hague Convention Relating to a Uniform Law on the International Sale of Goods – or any other agreements regarding laws applicable to the sale of goods – is excluded.

X. Invalidity

Legal invalidity of one or more provisions of these General Terms and Conditions does not affect the validity of any other provision of these General Terms and Conditions. An invalid provision will be replaced, by mutual agreement, with a valid provision that corresponds as closely as possible to the original commercial purpose of the invalid provision.