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General Terms and Conditions with Customer Information

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Table of Contents

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1. Scope of application

2. Conclusion of contract

3. Prices and terms of payment

4. Terms of delivery and shipment

5. Force majeure

6. Delay in performance at the Customer’s request

7. Retention of title

8. Liability for defects / Warranty

9. Liability

10. Statute of limitations

11. Retention, assignment

12. Special conditions for the processing of goods according to customer specifications

13. Applicable law, place of jurisdiction

  

1) Scope of application

1.1 These General Terms and Conditions (hereinafter: "GTCs") of Evers Graphics GmbH (hereinafter: "Seller") apply to all contracts for the delivery of goods that an entrepreneur ("Customer") concludes with the Seller in respect of goods presented in the Seller’s online shop. No terms and conditions of the Customer shall be accepted, unless otherwise expressly agreed between the Seller and the Customer.

1.2 These GTCs shall apply exclusively, even where the Seller delivers goods to the Customer despite being aware of conflicting or deviating terms and conditions of the Customer.

1.3 For the purposes of these GTCs, an “entrepreneur” shall be understood as a natural or legal person or a partnership with legal capacity who, when concluding legal transactions, acts in the exercise of their commercial or self-employed professional activity.

 2) Conclusion of contract

2.1 The product descriptions presented in the Seller's online shop shall not be deemed to constitute binding offers on the part of the Seller; instead, they serve as the basis for a binding offer to be submitted by the Customer.

2.2 The Customer’s offer can be submitted via the online order form integrated into the Seller's online shop. After the Customer has placed the selected goods and/or services in the virtual shopping cart and completed the electronic order process, by clicking on the button which concludes the order process, the Customer is deemed to submit a legally binding offer to conclude a contract in respect of the goods and/or services specified in the shopping cart. The Customer can also submit their offer to the Seller by telephone, fax, e-mail, post or our online contact form.

2.3 Within a five-day period, the Seller may accept the Customer's offer by:

- sending written order confirmation or order confirmation in text form (fax or email) to the Customer, whereby the day of receipt of the order confirmation by the Customer shall be decisive, or

- delivering the ordered goods to the Customer, whereby the day of receipt of the goods by the Customer shall be decisive, or

- by requesting payment by the Customer following the order being placed by the same, or

- insofar as payment by direct debit is offered and the Customer opts for this payment method, by collecting the total price from the Customer's bank account, whereby the time at which the Customer's account is debited shall be decisive.

Where several of the aforementioned alternatives are fulfilled, the contract shall be deemed to have been concluded upon the first of the alternatives being satisfied. The period for offer acceptance shall begin on the day following the dispatch of the offer by the Customer and shall end at the end of the fifth day following the dispatch of the offer. Where the Seller does not accept the Customer's offer within the aforementioned period, the Customer's offer shall be deemed to have been rejected, whereupon the Customer shall be deemed released from their declaration of intent.

2.4 Where a payment method offered by PayPal is selected, the payment is processed by payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal User Agreement, which can be viewed at: https://www.paypal.com/uk/webapps/mpp/ua/useragreement-full or, if the Customer does not have a PayPal account, subject to the Terms for Payments without a PayPal account, available at: https://www.paypal.com/uk/webapps/mpp/ua/privacywax-full. If the Customer pays using a payment method offered by PayPal which can be selected in the online order process, the Seller hereby declares that they shall be deemed to accept the Customer's offer at such a point in time as the Customer clicks on the button which completes the order process.

2.5 Where the Customer submits their offer via the Seller's online order form, following conclusion of the contract, the text of the contract will be saved by the Seller and sent to the Customer in text form (e.g. email, fax or letter) following the order being placed by the latter. The text of the contract will not be made accessible by the Seller at any other point.

2.6 Prior to submitting a binding order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. The zoom function of the browser can be used as an effective tool which facilitates the detection of input errors - if necessary, the Customer can magnify the display on the screen.

The Customer can correct their entries as part of the electronic order process using the standard keyboard and mouse input methods at any time until the Customer clicks on the button which completes the order process.

2.7 The contract may be concluded either in German or English.

2.8 Order processing and contact between the Seller and the Customer usually takes place via email and automated order processing. The Customer must ensure that the email address they provide for the purposes of order processing is correct so that they can receive emails sent by the Seller to this address. In particular, where SPAM filters are used by the Customer, the Customer must ensure that all emails sent by the Seller or by third parties commissioned to process the order can be delivered to the Customer.

2.9 If, when concluding a contract, the parties agree on special conditions, these conditions shall not be deemed to apply to any concurrent and future contractual relationships with the Customer, unless otherwise expressly agreed between the parties.

2.10 In the event that the Customer should be financially unable to fulfil their obligations vis-à-vis the Seller, the Seller shall be entitled to end existing exchange contracts with the Customer by means of withdrawal. This shall also apply in the event of the Customer applying for insolvency. Section 321 of the German Civil Code and Section 112 of the German Insolvency Code shall remain unaffected. The Customer shall inform the Seller in writing and in good time of any impending insolvency.

 3) Prices and terms of payment

3.1 Unless otherwise stated in the Seller's product description, the prices provided by the Seller in the online shop are net prices plus statutory VAT. Where applicable, costs of packaging and shipment, loading, insurance (particularly transport insurance), customs duties and levies will be charged separately.

3.2 For deliveries to countries outside the European Union, additional costs may arise in individual cases, for which the Seller shall not be responsible and which must be borne by the Customer. These include, for example, costs of bank transfers (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs of bank transfers may also be incurred even if the delivery is not made to a country outside the European Union, but the Customer makes the payment from a country outside the European Union.

3.3 Various payment methods are available to the Customer, as specified in the Seller's online shop.

3.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless a later due date is expressly agreed by the parties.

3.5 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the Seller's accounts. In the event of a default in payment, the Seller shall be entitled to default interest of 10 percentage points above the respective base interest rate. Other legal rights of the Seller in the event of a default in payment by the Customer shall remain unaffected. In the event of overdue claims, incoming payments shall first be offset against any costs and interest, then against the oldest claim (Section 367 of the German Civil Code).

3.6 In the event of unforeseeable cost increases (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the Seller shall be entitled to pass the price increases on to the Customer. However, this shall only apply if the agreed delivery date is later than four months after the conclusion of the contract.

 4) Terms of delivery and shipment

4.1 Unless expressly agreed otherwise, the goods shall be delivered to the delivery address specified by the Customer. For the purposes of transaction processing, the delivery address provided by the Customer as part of the Seller's order processing shall be decisive.

4.2 The Seller shall be entitled to make partial deliveries so long as the Customer can reasonably be expected to accept such deliveries. In the case of permissible partial deliveries, the Seller shall be entitled to issue partial invoices.

4.3 The Seller expressly reserves the right to withdraw from the contract in the event of incorrect or improper delivery to the Seller by its suppliers. However, this shall only apply where the non-delivery is not attributable to the Seller and provided that the Seller has exercised due diligence by concluding a specific hedging transaction with the respective supplier. The Seller will make all reasonable efforts to procure the goods. In the case of unavailability or only partial availability of the goods, the Customer will be informed without undue delay and their payment will be reimbursed immediately.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall be transferred to the Customer as soon as the Seller has delivered the item to the forwarding agent, carrier or other person or institution responsible for effecting the shipment. This shall also apply where the Seller bears the costs of transport. Transport insurance is only provided upon special request and at the expense of the Customer.

4.5 In the event that the dispatch of the goods to the Customer is delayed for reasons not attributable to the Customer, the transfer of risk shall take place at such a time as the Seller notifies the Customer that the goods are ready for dispatch to the Customer. Following the transfer of risk, any storage costs incurred are to be borne by the Customer.

4.6 Collection by the Customer is not possible for logistical reasons.

 5) Force majeure

Should force majeure events affect the performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the respective disruption and, in the event of longer-term delays, to withdraw from the contract in whole or in part, whereby the Customer shall not be entitled to derive any claims against the Seller. “Force majeure” shall be understood as all events that are unforeseeable for the Seller or those which, even if they are foreseeable for the Seller, are beyond the Seller's control, and whose effects on the performance of the contract cannot be prevented by the Seller despite reasonable efforts being taken. Any legal claims of the Customer shall remain unaffected.

 6) Delay in performance at the Customer’s request

If, at the Customer’s request, the shipment and/or the delivery of the goods should be delayed by more than one month after notification of readiness for shipment, the Seller may charge the Customer storage fees in the amount of 0.5% of the purchase price for each additional month or part thereof, though not exceeding a total of 5% of the purchase price. The contracting parties shall remain at liberty to provide evidence of higher or lower damages.

 7) Retention of title

7.1 The Seller shall retain ownership of the delivered goods until such a time as the outstanding purchase price has been paid in full. The Seller shall also retain ownership of the delivered goods until all of its claims arising from the business relationship with the Customer have been satisfied.

7.2 Should the delivered goods be processed, the Seller shall be considered the manufacturer and shall acquire ownership of the newly created goods. Where the goods subject to the retention of title are processed together with other materials, the Seller shall acquire ownership in the ratio of the invoice value of the Seller’s goods to that of the other materials. Where the Seller's goods are combined or mixed with an item of the Customer and the latter is to be regarded as the main item, the Seller shall acquire co-ownership of the item thus created in the ratio of the invoice value of the Seller's goods to the invoice value, or in the absence thereof, to the market value of the main item. In these cases, the Customer shall be deemed to act as the custodian of the item.

7.3 Items subject to retention of title or rights may not be pledged and/or assigned by way of security by the Customer. The Customer shall only be permitted to resell as a distributor in the ordinary course of business under the condition that the Customer's claims against their buyers(s) in connection with the resale are assigned to the Seller and, subject to payment, the Customer transfers ownership to their buyer. By concluding this contract, the Customer hereby assigns their claims against their buyers in connection with such sales to the Seller by way security; The Seller hereby accepts the assignment.

7.4 The Customer must immediately notify the Seller of any seizure of the goods owned or co-owned by the Seller or of the claims assigned to the Seller. Amounts assigned to the Seller or collected by the Customer must be transferred to the Seller immediately, insofar as the Seller’s claim is due.

7.5 Should the value of the Seller's security rights exceed the amount of the secured claims by more than 10%, the Seller will release a corresponding share of the security rights at the Customer's request.

8) Liability for defects / Warranty

If the purchased item is defective, the statutory liability for defects shall apply. Notwithstanding this, the following shall apply:

8.1 Claims for defects shall not arise in the event of natural wear and tear or damage that occurs following the transfer of risk as a result of incorrect or negligent handling by the Customer, excessive stress, unsuitable operating materials or due to special external influences that have not been expressly assumed by the parties in accordance with the contract. Likewise, no claims for defects or consequential damage shall arise where the Customer or a third party has made improper modifications or repairs, unless the Customer can prove that the respective defect has not been caused by these changes or repairs. Likewise, no claims for defects or consequential damage shall arise where the Customer or a third party has made improper modifications or repairs, unless the Customer can prove that the respective defect has not been caused by these changes or repairs.

8.2 In the case of new goods, the limitation period for claims for defects shall be one year from delivery of the goods. In the case of used goods, rights and claims due to defects shall be excluded.

8.3 The limitations of liability and shorter limitation periods set out above shall not apply:

- to items that have been used in the construction of a building in accordance with their normal use, thus rendering the building defective,

- to the Customer’s claims for damages and reimbursement of expenses,

- in the event that the Seller has fraudulently concealed the defect, and

- to the right of recourse in accordance with Section 445a of the German Civil Code.

8.4 Where supplementary performance is required, the Seller shall have the right to choose between repair or replacement.

8.5 If a replacement delivery is made as part of the Seller’s liability for defects, the limitation period shall not begin again.

8.6 Where a replacement delivery is made as part of supplementary performance, the originally delivered goods must be returned to the Seller by the Customer within 30 days. In order to enable the Seller to identify the returned goods, the return package must contain the reason for the return, the Customer's name and the number assigned to the purchase of the defective goods. Where it is not possible to assign the return to the Customer for reasons attributable to the Customer, the Seller shall not be obliged to accept the returned goods or to reimburse the purchase price. The Customer shall bear the costs of subsequent shipment.

8.7 If the Seller delivers a defect-free item for the purpose of supplementary performance, the Seller may claim compensation for use from the Customer in accordance with Section 346 (1) of the German Civil Code. Other statutory claims shall remain unaffected.

8.8 If the Customer acts as a merchant as defined in Section 1 of the German Commercial Code, the Customer shall be subject to the commercial obligation to examine and give notice of defects according to Section 377 of the German Commercial Code. If the Client fails to comply with the notification obligations set out therein, the goods shall be deemed to have been approved.

 9) Liability

The Seller’s liability to the Customer for all contractual, quasi-contractual and statutory claims, including tortious claims, for damages and reimbursement of expenses shall be governed by the following provisions:

9.1 The Seller shall be fully liable for any legal reason whatsoever:

- in the event of intent or gross negligence,

- in the event of intentional or negligent injury to life, limb or health,

- where a promise of guarantee has been given, unless otherwise agreed in this regard,

- due to mandatory liability such as that under the Product Liability Act.

9.2 If the Seller negligently violates an essential contractual obligation, liability shall be limited to the foreseeable damage that is typical of the contract in question, unless liability is unlimited in accordance with the above paragraph. Essential contractual obligations are obligations imposed on the Seller in accordance with the content of the contract and with the aim of fulfilling its purpose, and the fulfilment of which enables the proper execution of the contract in the first place and the observance of which the Customer may regularly rely upon.

9.3 In all other cases, the Seller's liability shall be excluded.

9.4 The above liability regulations shall also apply to the Seller’s liability for its vicarious agents and legal representatives.

 10) Statute of limitations

Claims by the Customer against the Seller, with the exception of the claims regulated under "Liability for defects / Warranty", shall expire one year after the Customer gains knowledge of the facts giving rise to the claim, but at the latest five years after service performance, unless liability is unlimited in accordance with the above paragraph.

 11) Retention, assignment

11.1 The Customer's rights of retention and refusal of performance shall be excluded, unless the Seller does not dispute the underlying counterclaims or these have been legally established.

11.2 No claims which arise from the contract concluded with the Customer, in particular claims for damages, may be assigned to third parties by the Customer.

12) Special conditions for the processing of goods according to customer specifications

12.1 The Customer shall indemnify the Seller against any claims that may be asserted against the Seller by a third party in connection with a violation of the respective third party's rights through the contractual use of the Customer's content by the Seller. The Customer hereby also assumes reasonable costs of any legal defence that might be necessary, including all court and legal fees in the statutory amount. This shall not apply where the violation is not attributable to the Customer. In the event of a claim by a third party, all information that is necessary for claim verification and defence must be provided to the Seller by the Customer immediately, truthfully and in full.

12.2 The Seller reserves the right to refuse processing orders if the content provided by the Customer for this purpose should violate legal or official prohibitions or transgress standards of public decency. This shall apply in particular to the provision of anti-constitutional, racist, xenophobic, discriminatory, insulting content and/or content that is harmful to youth and/or that glorifies violence.

13) Applicable law, place of jurisdiction

13.1 All legal relationships between the parties shall be governed by the law of the Federal Republic of Germany, to the exclusion of laws on the international purchase of movable goods.

13.2 If the Customer acts as a merchant, a legal entity under public law or a special fund under public law whose registered office is located in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Seller’s place of business. Where the Customer’s registered office is located outside the territory of the Federal Republic of Germany, the Seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. Notwithstanding the foregoing, the Seller shall be entitled to make an application before a court at the Customer's registered office.