GTC | Guddenberg

1. Scope of application

(1) The following terms and conditions apply to all contractual relationships with cardstock GmbH (hereinafter referred to as the Contractor) with companies within the meaning of Section 14 of the German Civil Code (BGB).

(2) The terms and conditions of the Contractor are the basis of all business relationships with the Client. They only apply to transactions with:

Persons who act in the exercise of their commercial or independent professional activity (Companies) as well as
legal persons under public law and special funds under public law.

Ancillary agreements and changes to the contract must be made in writing. This also applies to setting aside the writing requirement itself.

(3) These terms and conditions also apply to future business relationships with persons named in paragraphs 2 a) and 2 b), without our having to refer to them again. If the entrepreneur uses conflicting or supplementary general terms and conditions, their validity is hereby objected to; they only become part of the contract if we have expressly consented to this.

2. Contractual partners, conclusion of contract

(1) The purchase contract is concluded with cardstock GmbH (Contractor) and the buyer (Client). The product presentations on the website www.guddenberg-packaging.com do not represent a legally binding offer, but merely an example of a wide variety of products and projects that have already been completed. In this way, interested parties can get an overview of the variety of products from cardstock GmbH.

(2) The offers of cardstock GmbH (Contractor) are non-binding invitations to submit inquiries, unless they are expressly declared binding in writing. By clicking the inquiry button, the party making the inquiry makes a non-binding inquiry to the seller (cardstock GmbH). The seller (cardstock GmbH) sends the inquiring party an offer based on the inquiry made by the interested party. Interested parties receive the offers and thus the option to conclude a contract, currently only in German. A contract is only concluded with a corresponding declaration of acceptance by the interested party (inquirer), directed to the offer made by the seller (cardstock GmbH) and a corresponding written order confirmation by the seller (cardstock GmbH). As a rule, the order confirmation is made within one working day. Changes to the information recorded in the order confirmation (e.g. delivery address, invoice recipient, product-specific key points such as format, colour, equipment and design) requested by the buyer (Client) retrospectively require the written confirmation of the Contractor (cardstock GmbH).

(3) All key points of the production order are recorded by the Contractor in the order confirmation. Visualizations (3D graphics) sent by the Contractor to the Client only serve to illustrate the overall concept in accordance with the order confirmation. In the event that the content in the order confirmation differs from the visualization shown (3D graphics), only the text stipulated in the order confirmation applies.

3. Delivery times

(1) Delivery dates or periods are exclusively non-binding information, unless they have been expressly agreed as binding. Unless otherwise agreed, the delivery periods begin with the conclusion of the contract at the earliest. However, they do not begin before receipt of the documents to be procured by the Client, complete clarity of the order, the clarification of all technical questions and agreement on the type of order, the timely and proper fulfilment of the obligations of the orderer, in particular the payment, cooperation and other ancillary obligations. The delivery deadlines are met if the goods leave the factory or our warehouse or the goods are handed over to the carrier up to the time they expire. In addition, the statutory provisions of Section 447 (transfer of risk in the case of sale by mail) apply.

(2) In cases of force majeure and other unpredictable and unavoidable damaging events for which we are not responsible, in particular operational disruptions, industrial disputes and unrest, the delivery times are extended appropriately by the duration of the disruption plus reasonable start-up times, insofar as these disruptions can be proven to have a significant impact on the delivery of the goods. This also applies if these circumstances have occurred at our suppliers. We will notify the orderer of the beginning and end of such obstacles immediately.

4. Delay in delivery

(1) The occurrence of a delay in delivery shall be determined in accordance with the statutory regulations. In any case, a reminder (setting a reasonable grace period) by the buyer is required. If we are in default with a delivery, the buyer shall be entitled to liquidated damages for default. The lump sum for damages is 0.5% of the net price for each completed calendar week of delay, but in its entirety a maximum of 5% of the delivery value of the goods delivered late. This shall be without prejudice to the right to prove that the buyer has not suffered any damage or that the damage is significantly less than the aforementioned lump sum.

(2) If the Contractor is responsible for a delay in delivery, the Client must set the statutory grace period of two weeks.

5. Payment

(1) As a rule, a deposit of 30/50% of the order value is due. The rest of the payment is made on account, to be paid within 7/14 days of the invoice / or delivery by cardstock GmbH. However, cardstock GmbH is also entitled to only deliver against prepayment. Cardstock GmbH declares a corresponding reservation in the order confirmation at the latest.

(2) In the event of a complaint, the Client is not entitled to completely refuse to settle the invoice on time.

(3) The Contractor is entitled to invoice partial deliveries and partial services.

6. Retention of title

The goods remain our property until full payment. We reserve title to the goods until all claims from an ongoing business relationship have been settled in full. You may resell the reserved goods in the ordinary course of business; you assign all claims arising from this resale to us in advance - regardless of whether the reserved goods are combined or mixed with a new item - in the amount of the invoice amount, and we accept this assignment. You remain authorized to collect the claims, but we may also collect claims ourselves if you fail to meet your payment obligations.

7. Production-specific features / visualizations

(1) Proofs and press proofs are to be checked by the Client for typesetting and other errors and returned to the Contractor declared ready for printing. The seller is not liable for errors for which the Client is responsible. Texts explained by telephone or amendments require the written confirmation of the Contractor.

(2) Cardstock products are partially handcrafted from natural raw materials. In all manufacturing processes, minor deviations from other orders or individual items cannot be objected to.

This applies in particular to:

slight offset during the manual lamination process (covering the boxes with sheets of material) and the associated shift of the print motif / embossed motif of up to 2mm,
slight colour deviations between two or more orders,
slight colour deviations compared to a previous order,
slight colour deviations between individual products within an order,
minor deviations of a manual sample (approval sample) from the subsequently semi-automatically produced total number of pieces,
minor adhesive residues or residues,
slight cutting and folding tolerances (= deviations from the final format),
slight offset (up to 2 mm) of the partial UV lacquer, the hot foil stamping or the relief lacquer to the print motif.

For technical reasons, the same applies to the comparison between other templates (such as proofs, printouts, test prints and printout data), even if they were created by the Contractor, and the end product.

Due to production reasons, it is not possible to pay attention to the direction of the paper when placing it. A slight breakage caused by this as well as deviations in the strength or rigidity of the product are to be accepted and cannot be objected to.
The following applies to shipping to one or more delivery addresses: Excess or short deliveries of up to 5% of the ordered goods per delivery address cannot be objected to.

(3) Sample copies from past productions provided to the Client by the Contractor in advance illustrate the processing to be expected. However, the processing always depends on the format, the product type, the material and other properties.

Computer-generated 3D visualizations produced, published or provided by the Contractor are not suitable for assessing the quality of physical products and may not be used as a yardstick for assessment. The 3D visualizations on the website and those that are individually made for customers serve only to illustrate the concept and presentation of the product ordered or provide design examples. Although the Contractor endeavours to reproduce the colours, inlays and other properties as accurately as possible, it cannot be guaranteed that your computer will display the colours correctly. The products delivered by the Contractor to the Client may differ from the 3D visualizations provided or produced.

8. Warranty / Limitation of liability

(1) If a delivered item is defective, the Contractor can initially choose whether to provide supplementary performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The Contractor's right to refuse supplementary performance under the legal requirements remains unaffected.

(2) The basis of liability for defects is primarily the agreement made on the quality of the goods. All product descriptions, the object of the contract concluded between the Contractor and the Client, as well as the customary assessment of comparable, individually (partly manually) manufactured goods in the context of the Contractor's portfolio shall apply as an agreement on the quality of the goods.

(3) Insofar as the quality has not been agreed, the statutory regulations must be used to assess whether or not there is a defect (Section 434 (1), sentences 2 and 3 BGB (German Civil Code)). If the Client is not able to check the goods delivered by the Contractor using the agreed or statutory and customary target quality (e.g. due to a lack of expertise), the Client must call in experts or appraisers at its own expense.

(4) The Client's claims for defects require that he has complied with his statutory inspection and notification obligations (Sections 377, 381 HGB (German Commercial Code)). If a defect becomes apparent during the delivery, the inspection or at any later point in time, the Contractor must be notified of this immediately in writing. In any case, patent defects are to be reported in writing within 5 working days from delivery and latent defects not recognizable during the inspection within the same period from discovery. If the Client fails to properly examine and / or report defects, our liability for defects that are not reported, not reported in good time or not reported properly is excluded in accordance with the statutory provisions.

(5) The Contractor is entitled to make the subsequent performance owed dependent on the Client paying the due purchase price or the agreed remuneration. However, the customer is entitled to withhold part of the purchase price or the agreed remuneration that is appropriate in relation to the defect.

(6) The Client must provide us with the time and opportunity necessary for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the Client must return the defective item to the Contractor in accordance with the statutory provisions.

(7) The expenses required for the purpose of testing and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs) are borne by the Contractor if there is actually a defect which is not insignificant in scope and the numbers of which are not insignificant. Otherwise, the Contractor can demand reimbursement of the costs incurred from the unjustified request for the removal of defects (in particular testing and transport costs) from the Client, unless the lack of defect was not recognizable to the customer.

9. Data and data protection

(1) cardstock GmbH (Contractor) takes the handling of personal data very seriously..

(2) The Contractor's liability for damage to or loss of data held by the Client is excluded. This does not apply to grossly negligent or wilful behaviour.

10. Final provisions

(1) If you are an businessman, German law applies to the exclusion of the UN CISG.

(2) If you are a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you is our place of business (Stuttgart).

March 2022