General Terms & Conditions
§1 Scope of applicability / conclusion of contract
All supplies, services and offers of 3 V GmbH are carried out exclusively on the basis of these conditions, provided the particular contract terms do not stipulate a deviating provision from one of these conditions. Our conditions are also exclusively applicable if the customer objects to them or refers to their own conditions, yet accepts our services.
Spoken ancillary agreements have not been made. Changes and/or additions to the contract concluded with us as well as ancillary agreements of any kind require expressed written confirmation for their legal validity.
The conditions stipulated under Section 2 also apply to additional orders on the part of the customer.
The offers of 3 V GmbH are carried out exclusively in writing and are non-binding. We remain bound to each offer for six weeks counted from the day of creating the offer, unless otherwise agreed or we retract our offer before a customer accepts it.
All prices comply with our catalogue prices in the respectively applicable contract or special offer prices.
All prices are stated in euros, in addition to the respectively applicable VAT. We reserve the right to adjust our catalogue prices with a notice period of two weeks.
§4 Minimum order value
The minimum value per order amounts to 300.00 net euros.
§5 Terms of payment
Insofar as not otherwise agreed in the contract and/or additional orders, the compensation shall become payable after rendered services or supplies respectively.
Payment complies with the individual terms of payment agreed in the contract, i.e. generally 5% discount for direct debiting or 14 days with 2% discount or respectively 30 days net. Any discount agreement does not relate to delivery, postage, insurance, printing block and tooling costs or other ancillary services.
The customer may exercise a right of retention or offset only against undisputed and legally effective claims.
In the event of delay of payments, an interest rate amounting to 8% above the base rate shall be levied. The exercise of additional default damages is not hereby excluded. A payment shall only be considered as effected when 3 V GmbH has access to the amount, i.e. when the payment amount is credited to the business account in full.
§6 Reservation of property rights
The products and services supplied by 3 V GmbH remain in its ownership until the payment in full of all claims from the business transaction. This also applies if the product is further processed by the customer.
§7 Copyrights and tools
The customer shall bear full responsibility for ensuring that the use of designs, printing templates etc. that are submitted by the customer and produced in accordance with their specifications, does not harm the rights of third parties. The designs, drawings, templates, test prints and embossing produced by 3 V GmbH remain in the ownership of 3 V. They may neither be imitated, nor duplicated, nor made accessible to third parties or competitor companies. This also applies in the offer phase. The duty to store tools and printing blocks at 3 V GmbH persists for 12 months from the delivery of the last order produced with the items. The same term applies to customer designs. No claims in the event of any later demand may be made after this period.
§8 Quantity tolerances for special productions and deviations
For special productions, 3 V GmbH reserves the right to the following excess or under-deliveries that are caused by technical circumstances relating to their production:
Up to 10,000 units 10%
from 10,001 units to 50,000 units 6%
from 50,001 units to 100,000 units 5%
from 100,001 units to 200,000 units 4%
over 200,001 units 3%
For missing quantities within these margins of tolerance, the customer has no claim to a subsequent delivery. The missing quantity shall however be unbilled. Excess quantities within the margins of tolerance shall be supplied and billed, and are to be paid by the customer. Minor deviations in shape, colour, weight and composition of the supplied item including the adhesive and print, are also covered by the reserved tolerances.
§9 Termination notice
3 V GmbH is authorised to terminate the contract with immediate effect and to cease work if there is good reason. There is good reason, for instance, in the event:
significant changes occur to the commercial circumstances of the customer, which may also give rise to delay of payment;
the outcome of the credit check arouses the suspicion that the customer will not be able to make a full and/or timely payment;
the customer ceases payment, compulsory enforcement is conducted against the customer or they face insolvency, settlement or bankruptcy proceedings, or
the customer repeatedly fails to fulfil their duty to cooperate.
In these cases, we are entitled to the agreed compensation for the hitherto rendered services in full. Furthermore, we can demand a suitable reimbursement for work not yet rendered. The exercise of additional indemnification remains unaffected. In such cases, we shall offset what we save in expenses or maliciously fail to acquire thereby.
Clear defects are to be disclosed to 3 V GmbH in writing no later than one week after receiving the goods. Damages incurred in transport are to be noted in the consignment note immediately upon receipt of the goods. Defects that could not have been discovered by means of diligent inspection within this deadline are to be disclosed to 3 V GmbH in writing without undue delay upon their discovery. Otherwise, the exercise of the warranty claim is excluded. The punctual notification of the defects is sufficient in meeting the deadline. The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovering the defect and for the punctual submission of the complaint. In the event of a claim under warranty, 3 V GmbH may choose to fulfil the claim by either providing the remedy of defects or a replacement delivery. In the event the fulfilment of the claim does not follow, the customer may demand a decrease in the compensation (reduction) or the annulment of the contract (withdrawal). For only minor contract violations, notably for minor defects, the customer is however not entitled to the right of withdrawal. Further claims of the customer, in particular indemnity claims, are excluded, providing 3 V GmbH or its vicarious agents did not cause the damages deliberately or through gross negligence. The warranty period amounts to one year from the supply of goods. This does not apply if the customer has not reported the defect to 3 V GmbH on time in accordance with the above provision.
Indemnity and compensation claims of the customer, irrespective of their legal grounds, in particular due to the breach of duties from the legal obligation and tortious liability, are excluded. This does not apply insofar as there is liability on the basis of compulsory legal provisions, in the event of intent, gross negligence and for breaches of important contractual obligations. The indemnification claim resulting from a breach of important contractual obligations is however limited to the foreseeable damage typical of the contract, insofar as there has been no intent or gross negligence, or there is no liability on the grounds of other compulsory legal provisions. This does not alter the burden of proof. In the event the customer is entitled to indemnity claims in accordance with this section, they lapse upon expiration of the 12 month limitation period applicable to the material defect claims. The relevant limitation provisions apply to the use of compulsory legal provisions.
§12 Place of jurisdiction and applicable law
For all disputes resulting from this contractual agreement, the lawsuit is to be filed at the court with responsibility for the headquarters of 3 V GmbH. The place of fulfilment is 85551 Kirchheim-Heimstetten. German law is exclusively applicable. German law shall apply to the contractual relationship. The UN sales law is excluded.
§13 Other agreements
The transferal of rights and duties of the customer from the contract concluded with 3 V GmbH requires the written agreement of 3 V GmbH for their validity. Should an individual provision of the contract with the customer or of the general terms and conditions be or become fully or partly ineffective, the validity of the other provisions shall remain unaffected. The fully or partly ineffective provision shall be replaced by a new provision that reflects the spirit of the old provision as closely as possible.
Date: June 2013