Terms and Conditions

General Terms and Conditions of Sale

1. Conclusion of Contract

1. Offers are made without obligation and are non-binding. Orders placed by the Customer shall become legally binding only upon the Supplier’s written order confirmation. The content of the contract shall be determined exclusively by such order confirmation. In the event of any deviation from or inconsistency with the Customer’s order, the Customer shall raise an objection without undue delay upon receipt of the order confirmation.
2. Any oral or telephone agreements or statements, in particular those made by representatives, shall only be effective if confirmed in writing by the Supplier.
3. Partial deliveries shall be permitted to the extent they are reasonable for the Customer and do not place the Customer at an unreasonable disadvantage.
4. Samples underlying a delivery shall serve as an approximate reference only.
5. Minor deviations, in particular with regard to material composition or color, are reserved, provided that the value or suitability of the delivered goods is not materially impaired.
6. Technical modifications are reserved to the extent that they do not impair the agreed or intended use of the goods. Liability for the physiological safety of the raw materials used shall be limited to the scope of the guarantees provided by upstream suppliers.
7. No warranty is assumed for abrasion resistance, water resistance, or lightfastness of printing inks or of colors of paper, films or other raw materials, unless such properties have been expressly confirmed in writing.

2. Prices

1. Unless otherwise indicated, all prices are net prices in euros and do not include tax.
2. In the event of changes in material cost factors occurring between the conclusion of the contract and delivery of the goods, the parties shall enter into negotiations with the aim of agreeing on adjusted prices. If no agreement is reached within a reasonable period of time, either party shall be entitled to withdraw from the contract. Any further claims shall be excluded.
3. Costs for printing materials, drafts, plates, samples and any other preparatory work carried out by the Supplier at the Customer’s request shall be charged separately, even if no order is ultimately placed.

3. Terms and Conditions of Payment

1. Unless otherwise expressly agreed in writing, payment shall be made within 30 days net from the invoice date. Cash discounts shall not be granted if any earlier due invoices remain outstanding.
2. In the event of late payment, interest shall be charged at the customary bank rates for short-term loans, but at least 2% above the applicable base rate of the European Central Bank. Any further claims of the Supplier shall remain unaffected.
3. Bills of exchange and promissory notes shall only be accepted by prior agreement and solely against reimbursement of the realization costs. Such costs shall accrue from the due date of the payment obligation. The term of bills of exchange or promissory notes shall commence no later than the invoice date. Extensions are excluded. Payment by cheque shall only be deemed fulfilled upon its clearance. In the event of non-acceptance of bills, cheques, or any other default by the Customer, all obligations of the Customer, including those covered by outstanding promissory notes, shall become immediately due.
4. Offsetting against counterclaims of the Customer or the withholding of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.
5. Supplier is entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, Supplier becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Customer and which jeopardize the payment of Supplier's outstanding claims by the Customer arising from the respective contractual relationship. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that Supplier's claim to the purchase price is jeopardized by the Customer's inability to pay, Supplier is entitled to refuse performance in accordance with the statutory pro-visions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB).
   
   

4. Delivery 

1. If no place of performance is specified in Supplier's offer, the place of performance for the contracting Parties and also the place of any subsequent performance shall be Supplier's registered office of Lohmann-koester GmbH & Co. KG, Industriestrasse 2, D-96146 Altendorf.
2. The delivery period shall be agreed individually or specified by Supplier upon acceptance of the order. Deadlines and dates for deliveries and services promised by Supplier are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed.   The Supplier reserves the right to proper and timely delivery by its upstream suppliers, provided that they have been selected with the customary due diligence in commercial practice.
3. The delivery period shall commence on the date of the order confirmation, but not before all documents required for the execution of the order have been received, and shall end on the day the goods leave the Supplier’s premises or, in the event that shipment is impossible, are placed in storage.
4. If the Customer requests changes to the order after order confirmation that affect the production time, the delivery period shall commence only upon confirmation of such changes by the Supplier.
5. Unforeseeable exceptional events for which Supplier is not responsible, such as in particular force majeure, war, natural disasters, sovereign measures, labor disputes, traffic disruptions, operational disruptions, raw material shortages, energy shortages, shall release Supplier from its delivery obligation for their duration plus a reasonable restart time, without Supplier being obliged to compensate the Customer for damages or other compensation, in particular for delay, impossibility or other disruption of performance.  Supplier is also entitled to withdraw from the contract in whole or in part. If the Customer cannot reasonably be expected to accept the delivery as a result of the delay, it may withdraw from the contract by immediate written declaration to Supplier.
6. If the Customer defaults on the acceptance of individual parts of the order, the Supplier shall not be obliged to deliver any further parts of the order. The same applies if the Customer defaults on acceptance in the case of one of several separate orders.
7. In the event of delayed delivery, the Customer must first grant the Supplier a reasonable grace period to perform. Upon expiry of this period, the Customer shall be entitled to withdraw from the contract. Claims for damages due to delayed delivery or non-performance are excluded in all cases, unless the Supplier acts with gross negligence or intent.
8. If delivery is agreed on a call-off basis, it must be made no later than three months after order confirmation. If the call-off does not occur, the Supplier shall be entitled to demand payment within four weeks, withdraw from the contract, or claim damages for non-performance.

5. Packaging, Postage and Passage of Risk

1. Delivery shall be made in accordance with the modalities specified in the individual contract or the Incoterms clause agreed therein. If no corresponding terms of delivery have been agreed, delivery shall be EXW (Altendorf) (Incoterms 2020).
2. Shipment shall be made at the Customer’s risk to the destination specified by the Customer. Unless otherwise expressly agreed, risk shall pass at the Supplier’s premises. Unless special arrangements have been made, the Supplier shall select the packaging, shipping route, and method at its reasonable discretion. Insurance of the goods shall only be arranged at the Customer’s explicit request and at the Customer’s expense.
3. If shipment of the goods is made impossible due to circumstances beyond the Supplier’s control, the Supplier shall notify the Customer and grant a reasonable period for the removal of the goods. Upon expiry of this period, the Supplier shall be entitled to store the goods at the Customer’s cost and risk or place them in alternative storage. The Supplier’s delivery obligation shall be deemed fulfilled upon storage, and the risk shall pass to the Customer.
4. Special packaging and pallets requested by the Customer shall be charged at cost price and accepted back only by prior agreement. Exchangeable transport pallets are excluded from this provision.
   
   

6. Retention of Title

1. Supplier reserves title to the goods sold until full payment of all current and future claims of Supplier arising from the purchase contract and ongoing business relationship (secured claims).
2. The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Customer must inform Supplier immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to Supplier.
3. If the Customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, Supplier is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The demand for the return of the goods does not at the same time include a declaration of withdrawal; Supplier is rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Customer does not pay the purchase price due, Supplier may only assert these rights if Supplier has previously and unsuccessfully set the Customer a reasonable deadline for payment or if setting such a deadline is dispensable under the statutory provisions.
4. The Customer is until further notice according to below (c) entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
   (a)    The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of Supplier's goods, whereby Supplier shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, Supplier shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
   (b)    The Customer hereby assigns to Supplier by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co- ownership share of Supplier in accordance with the above paragraph. Supplier accepts the assignment. The security referred to in Clause 6.2 General Terms shall also apply with regard to the assigned claims.
   (c)    In addition to Supplier, the Customer remains authorized to collect the claim. Supplier undertakes not to collect the claim as long as the Customer meets its payment obligations to Supplier, there is no deficiency in its ability to pay and Supplier does not assert the retention of title by exercising a right in accordance with Clause 6.3. If this is the case, however, Supplier may demand that the Customer informs Supplier of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, Supplier is also entitled to revoke the Customer's authorization to resell and process the goods subject to retention of title.
   (d)    If the realizable value of the securities exceeds Supplier's claims by more than 10%, Supplier shall release securities of Supplier's choice at the Customer's request.

7. Industrial Property Rights and Copyright

1. The production of drafts, mats, plates, lithographs, tools, intaglio cylinders, and similar items commissioned by the Customer shall be charged to the Customer unless otherwise agreed, even if they are no longer used within a delivery order after production. Unless otherwise agreed, such items shall remain the sole property of the Supplier. The Customer shall have no right to demand their return.
2. The Customer shall be liable for any infringement of patents, designs, trademarks or similar rights arising from the Customer’s order.
3. Proofs must be checked by the Customer for typographical and other errors and returned to the Supplier as ready for printing. The vendor shall not be liable for errors overlooked by the purchaser. Modifications submitted by telephone shall require written confirmation.
4. The Supplier shall not be liable for errors overlooked by the Customer. Any changes communicated verbally must be confirmed in writing by the Supplier.
5. Manuscripts, originals, printing plates, carriers, printed materials, final proofs, slides, and similar items provided to the Supplier by the Customer that constitute third-party property shall be stored at the Customer’s risk. It is the responsibility of the Customer to arrange appropriate insurance.
6. Supplier’s trademarks and brands, as well as registered trademarks may not be used without explicit permission.

8. Warranties

1. Verbal information or recommendations concerning the suitability of the delivery item are non-binding. Information provided by the Supplier on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only non-binding estimates unless the usability for the contractually intended purpose requires ex-act conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service.
2. Supplier shall not be liable for defects of which the Customer is aware at the time of conclusion of the contract or of which it is unaware through gross negligence (§ 442 BGB). Furthermore, the Customer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during delivery, inspection or at any later point in time, the Customer must inform Supplier of this immediately in writing. In any case, obvious defects must be reported in writing within three (3) working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the Customer fails to carry out adequate inspection and/or re-port defects, Supplier's liability for the defect not reported or not reported in good time or not reported properly is excluded in accordance with the statutory provisions.
3. A proportion of defective goods of up to 2% shall be deemed typical for production and shall not constitute grounds for claims for defects, unless otherwise agreed. Production-related deviations in quality, grammage, dimensions, and quantities shall not be considered defects. Minor deviations in color shades, print positioning and print quality, as well as in the quality of printing substrates, shall not constitute a defect and shall not entitle the Customer to raise complaints. Customary dimensional tolerances shall be deemed accepted and shall likewise not justify defect claims. Over- or under-deliveries of up to 15% of the ordered quantity shall be accepted by the Customer and invoiced accordingly.
4. Defects affecting only part of the delivery shall not entitle the Customer to reject or claim defects for the entire delivery.
5. If the delivered item is defective, Supplier may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Supplier's right to refuse subsequent performance under the statutory conditions remains unaffected. If the supplementary performance has failed or a reasonable deadline to be set by the Customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the Customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
6. The Customer must give Supplier the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Customer shall return the defective item to Supplier in accordance with the statutory provisions.
7. In the case of processing contracts, the Supplier’s liability shall be limited in amount to the agreed processing fee. Liability for waste and for materials rendered unusable during production is excluded.
   
   
   

9. Liability

1. Supplier shall be liable without limitation for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by Supplier. Supplier shall also be liable without limitation for other damages resulting from intentional breach of duty or grossly negligent breach of duty by Supplier.
2. Supplier's liability for indirect damages shall be excluded. For direct property damage and financial loss due to simple negligent breach of material contractual obligations Supplier’s liability is limited to the order value of all orders placed by the Customer within the previous 12-month period. If the customer has not placed any orders with Supplier in the previous 12-month period, the limitation of liability shall be based on the forecast order value of all orders placed by the customer for the current year. Material contractual obligations are those whose fulfilment characterizes the contract and on which the Customer may rely.
3. Any further liability is excluded.
4. Insofar as Supplier's liability is limited or excluded, the limitations or exclusions shall also apply to the personal liability of Supplier's employees, legal representatives and vicarious agents.
5. The limitations and exclusions of liability pursuant to this Section 9 shall not affect Supplier's liability in accordance with the mandatory statutory provisions of the Product Liability Act, due to the fraudulent concealment of a defect and the assumption of a guarantee for the quality of an item.

1. This contract between Supplier and the Customer shall be governed by the law of the Federal Republic of Germany to the exclusion of international referral law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. If the Customer is a merchant within the meaning of the German Commercial Code, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Bamberg. The same shall apply if the Customer is an entrepreneur within the meaning of § 14 BGB. However, Supplier is also entitled in all cases to bring an action at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.