General Terms and Conditions - GTC

Here you will find the general terms and conditions of e-shelf-labels - S&K Solutions GmbH

1. General - Scope of application
1.1. These terms and conditions apply to all present and future business relationships between e-shelf-labels - S&K Solutions GmbH (e-shelf-labels) and the contractual partner for the delivery of products (goods) and the provision of work services (services).
1.2. Contractual partner within the meaning of these terms and conditions is any natural or legal person or partnership with legal capacity that acts in the exercise of a commercial or independent professional activity when concluding this contract.
1.3.Deviating, conflicting or supplementary general terms and conditions of the contractual partner shall not become part of the contract, even if known, unless their validity is expressly agreed in writing.

2. Conclusion of contract and written form
2.1. The subject matter of the contract is exclusively the sold goods with the properties and characteristics as well as the intended use according to the special written agreement or the description enclosed with the goods. Other or more extensive properties and/or a purpose of use going beyond this shall only be deemed agreed if they are expressly confirmed in writing by e-shelf-labels.
2.2. The offers of e-shelf-labels are subject to change. We reserve the right to make technical changes and changes in shape, colour and/or weight within reasonable limits. Drawings, illustrations, dimensions, weights and other performance data are only binding if this is expressly agreed in writing.
2.3. With the order, the contractual partner makes a binding declaration that he wishes to purchase the ordered goods or commission the ordered service. e-shelf-labels is entitled to accept the contractual offer contained in the order within four weeks of receipt by e-shelf-labels.
2.4. Confirmation and declaration of acceptance by e-shelf-labels shall be made in writing or by telex (fax, email) The same applies to additions, collateral agreements or amendments. The service to be provided is described in detail in the letter of confirmation. The declaration of acceptance by e-shelf-labels can also be made by delivering the goods or providing the service to the contractual partner.
2.5. The conclusion of the contract is subject to the correct and timely delivery by the suppliers of e-shelf-labels. This only applies in the event that e-shelf-labels is not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with the supplier of e-shelf-labels. The contractual partner will be informed immediately of the non-availability of the goods or services. The consideration will be refunded immediately.

3. Prices, further costs
3.1. Prices are quoted in EURO and are subject to VAT within the Federal Republic of Germany.
3.2. e-shelf-labels is bound to the offered purchase price for 30 days, unless otherwise specified. The confirmation or the date of the confirmation is decisive in this respect.
3.3. The prices are ex works and, unless expressly stated otherwise, without packaging, freight, postage, insurance and installation costs.

4. Terms of payment
4.1. In case of inconclusive, insufficient or negative information (assessment by e-shelf-labels): Payment in advance. Otherwise and unless otherwise agreed 10 days net without deductions from the invoice date. For orders from abroad and/or delivery abroad: prepayment.
4.2. e-shelf-labels may revoke agreed payment terms with deferral if it becomes aware of circumstances that could jeopardise the enforcement of the claims. In addition, the statutory provisions apply. e-shelf-labels reserves the right to refuse certain types of payment.
4.3. e-shelf-labels reserves the right to invoice the agreed service by letter post or electronically by e-mail.
4.4. The contractual partner only has a right of set-off if his counterclaims have been legally established or recognised by us. The contractual partner may only exercise a right of retention if its counterclaim is based on the same contractual relationship.

5 Cancellation and subsequent costs

5.1. Cancellation by the contractual partner is necessarily associated with subsequent costs. The cancellation of an order must be made in writing (e.g. letter, fax, e-mail). If an order is cancelled, the Buyer shall be invoiced for the costs incurred up to the time of cancellation.
5.2. Cancellation of a customer-specific production (e.g. individual label holder, cladding or label) shall involve costs incurred for production preparation, production planning and production release. After written production or print approval by the contractual partner, the invoice amount shown must be paid in full in the event of a planned cancellation, as production can then no longer be stopped.
5.2. In the event of cancellation of a purchase of merchandise, the pro rata loss of profit and the costs of returning the goods to the supplier/manufacturer shall be borne; if the goods are so special that it is not possible to return them to the manufacturer, 100% of the invoice amount shall be borne by the buyer. The contractual partner will receive an invoice from e-shelf-labels for the cancellation costs, which must be settled within 10 days of receipt.

6. Delivery and performance
6.1. An agreement on delivery dates and delivery periods or performance dates and performance periods shall only come into effect with the express written or telex confirmation of the date by e-shelf-labels. Such an agreement does not constitute a fixed-date transaction.
6.2. If the contractual partner chooses to withdraw from the contract due to e-shelf-labels' delay, he is not entitled to any additional compensation. In addition, the statutory provisions apply.
6.3. e-shelf-labels is entitled to make partial deliveries, insofar as this is reasonable for the contractual partner

7. Transfer of risk

7.1. The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If the contractual partner is in default of acceptance, this shall be deemed equivalent to handover.
7.2. The costs and risk for parts sent in, whether for processing or as samples, shall be borne by the contractual partner. Insurance of these items is the responsibility of the contractual partner and must be procured by the contractual partner at its own expense.

8. Reservation of title

8.1. e-shelf-labels retains ownership of the goods until all claims arising from the current business relationship with the contractual partner have been settled in full.
8.2. The contractual partner is obliged to treat the goods with care. If maintenance and inspection work is required, the contractual partner must carry this out regularly at his own expense.
8.3. The contractual partner is obliged to inform e-shelf-labels immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The contractual partner must notify e-shelf-labels immediately of any change of ownership of the goods and of his own change of registered office.
8.4. e-shelf-labels is entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the contractual partner, in particular in the event of default in payment or breach of an obligation under sections 2 and 3 of this provision.
8.5. The contracting party shall be entitled to resell the goods in the ordinary course of business as long as it is not in default of payment. Pledges and transfers by way of security are not permitted. The contractual partner hereby assigns to e-shelf-labels all claims in the amount of the invoice amount that accrue to him through the resale against a third party. e-shelf-labels accepts the assignment. After the assignment, the contractual partner is authorised to collect the claim. e-shelf-labels reserves the right to collect the claim itself as soon as the contractual partner does not properly meet his payment obligations and is in default of payment.
8.6. The treatment and processing of the goods by the contractual partner is always carried out in the name and on behalf of e-shelf-labels as supplier or manufacturer. If processing is carried out with items not owned by e-shelf-labels, e-shelf-labels acquires co-ownership of the new item in the ratio of the value of the goods delivered by e-shelf-labels to the other processed items. The same applies to mixing. The contractual partner stores the (co-)ownership of e-shelf-labels free of charge

9. Warranty for goods

9.1. The warranty period for new goods vis-à-vis the contractual partner is one year from delivery of the goods. This does not apply if the contractual partner has not notified e-shelf-labels of the defect in good time. (Section 9.3) The warranty is excluded for used goods. For guarantees and support voluntarily granted by e-shelf-labels, the relevant service catalogues apply, which can be found on the Internet at www.e-shelf-labels.com, in the brochures and offers of e-shelf-labels, if they have been agreed. The right to warranty, guarantee and support expires if original consumables from e-shelf-labels are not used. The warranty and guarantee also expires in the event of damage caused after the transfer of risk.
9.2. For defects in the goods, e-shelf-labels initially provides warranty at your discretion by repair or replacement.
9.3. If the supplementary performance fails, the contractual partner can in principle demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal) at his discretion. In particular, subsequent fulfilment is not deemed to have failed as long as the contractual partner has not set e-shelf-labels a reasonable deadline for subsequent fulfilment. In the event of only a minor breach of contract, in particular in the case of only minor defects, the contractual partner is not entitled to a right of withdrawal. e-shelf-labels reserves the right to inspect notified defects by professionally qualified employees on site at the customer's premises.
9.4. The contractual partner must notify e-shelf-labels in writing of obvious defects (including complaints regarding incorrect or incomplete deliveries) within a period of two weeks from receipt of the goods; in addition, the contractual partner is obliged to notify e-shelf-labels in writing of defects that are not obvious within two weeks of discovery. Otherwise, the assertion of the warranty claim is excluded in both cases. The timely dispatch of the notice of defects is sufficient to meet the deadline. The contractual partner bears the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notification of defects. As part of the notice of defects, the defect and its manifestation must be described so precisely that an inspection of the defect is feasible and any operating error can be excluded.
9.5. If the contractual partner chooses to withdraw from the contract due to a legal and material defect after subsequent fulfilment has failed, he shall not be entitled to any additional claim for damages due to the defect. If the contractual partner chooses compensation for damages after failed subsequent fulfilment due to a defect for which e-shelf-labels is responsible and the goods remain with the contractual partner, the compensation for damages is limited to the difference between the purchase price and the value of the defective goods, unless e-shelf-labels can be accused of fraudulent intent.
9.6. In principle, only the product description of e-shelf-labels is deemed to be agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer or third parties do not constitute a contractual description of the quality of the goods. In the event of minor deviations in the goods, the contractual partner shall in particular not be entitled to a right of reduction.
9.7. In the case of customised productions (e.g. label holders or panels), short deliveries of up to 10% of the ordered quantity shall not be deemed a significant breach of duty within the meaning of § 323 para. 5 sentence BGB. Furthermore, e-shelf-labels is liable for lightfastness, variability and deviation of colours in printed products as well as the quality of the lamination according to the state of the art. Minor deviations in the printing colour compared to the colour sample or the print-ready template do not justify a complaint about the delivery. The same applies to the comparison between proofs and print runs and the comparison between two productions.
9.8. Deliveries (including data carriers) by the contractual partner or by the third party engaged by him are not subject to any inspection obligation on the part of e-shelf-labels.
9.9. In the event of subsequent fulfilment, the contractual partner must return the goods to e-shelf-labels in the original packaging; transport costs shall be borne by the contractual partner. The risk of deterioration and loss of the goods during return transport as a result of improper packaging shall be borne in full by the contractual partner. Return transport to the contractual partner shall be at the expense of the supplier during the warranty period and at the expense of the contractual partner after the warranty period.
9.10. The contractual partner must check proofs for typesetting and other errors and return or send them back declared ready for printing. e-shelf-labels is not liable for errors overlooked by the contractual partner. Typesetting errors will be corrected free of charge. Changes required in deviation from the print template, in particular customer and author corrections, will be charged according to the time spent on them.
9.11. If the contractual partner receives defective assembly instructions, e-shelf-labels is only obliged to deliver defect-free assembly instructions and only if the defect in the assembly instructions prevents proper assembly.
9.12. .[If the contractual partner has asserted a warranty claim against e-shelf-labels and it turns out that either there is no defect or the asserted defect does not oblige e-shelf-labels to provide a warranty, the contractual partner must compensate e-shelf-labels for the resulting damage if he is responsible for the claim due to gross negligence or wilful misconduct on the part of e-shelf-labels.
9.13. The warranty does not apply in the event of defects that are due to incorrect installation, non-compliance with instructions for use, improper intervention or modification of the product by the contractual partner or a third party not authorised by e-shelf-labels. The warranty is also void if original technical markings, seals, serial numbers or similar markings are changed or removed. Excluded from the warranty are defects that are due to operational wear and tear, operating errors and improper use, external influences (operation with the wrong type of current or voltage, connection to unsuitable power sources, fire, lightning, explosion or mains-related overvoltage, moisture of any kind) as well as incorrect or faulty software and/or processing data.
9.14. A transfer of warranty claims by the contractual partner is excluded.
9.15. Claims for damages by the contractual partner due to a defect expire one year after delivery of the goods, unless e-shelf-labels can be accused of fraudulent intent.
9.16. Guarantees in the legal sense are not granted. Manufacturer warranties remain unaffected by this.

10. Warranty for performance

10.1. For defects in performance, e-shelf-labels shall initially provide warranty by repair or new production at your discretion.
10.2.[If e-shelf-labels seriously and definitively refuses fulfilment, refuses to remedy the defect and subsequent performance due to disproportionate costs, the subsequent performance fails or is unreasonable for the contractual partner, the contractual partner may, at his discretion, only demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal) and compensation within the scope of the limitation of liability (Section 12) instead of performance. As a rule, subsequent fulfilment shall only be deemed to have failed after the second unsuccessful attempt at subsequent fulfilment. In the event of a minor breach of contract, in particular only minor defects, the contractual partner is not entitled to withdraw from the contract.
10.3. If e-shelf-labels is not responsible for the breach of duty resulting from a defect, the contractual partner is not entitled to withdraw from the contract.
10.4. Rights of the contractual partner due to defects expire one year after acceptance of the service. This does not apply if e-shelf-labels can be accused of gross negligence or in the event of physical injury or damage to health attributable to e-shelf-labels or in the event of loss of life of the contractual partner. Liability of e-shelf-labels under the Product Liability Act also remains unaffected.
10.5. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims remain unaffected.
10.6. The contractual partner does not receive any guarantees in the legal sense from e-shelf-labels.

11 Ownership and copyright

11.1. The operating items used by e-shelf-labels for the production of the goods, in particular films, printing plates, lithographs, printing plates and standing sets, remain the property of e-shelf-labels, even if they are invoiced separately, and are not delivered.
11.2. The contractual partner is solely liable if rights, in particular copyrights and industrial rights of third parties, are infringed by the execution of his order. The contractual partner indemnifies e-shelf-labels from such claims of third parties due to an infringement of rights in this respect.

12. Limitations of liability

12.1. e-shelf-labels is not liable for slightly negligent breaches of insignificant contractual obligations. In the case of slightly negligent breaches of duty, the liability of e-shelf-labels is limited to the foreseeable, contract-typical, direct and proportionate average damage according to the type and value of the goods or service; the same applies to slightly negligent breaches of duty by the legal representatives or vicarious agents of e-shelf-labels.
12.2. The aforementioned limitations of liability do not apply to any claims arising from product liability. Furthermore, these limitations do not apply to bodily injury and damage to health attributable to e-shelf-labels or in the event of loss of life of the contractual partner.

13. Limitation of liability for goods provided

13.1. Material of any kind provided by the contracting party shall be delivered free of charge to e-shelf-labels. Unless otherwise agreed, the contractual partner undertakes to deliver 5% more than the quantity to be processed in order to cover normal waste.

14. Final provisions

14.1. In principle, the law of the Federal Republic of Germany shall apply. The provisions of the UN Sales Convention shall not apply. e-shelf-labels reserves the right to choose the law applicable at the registered office of the contractual partner.
14.2. The exclusive place of jurisdiction for all disputes arising from this contract is Passau and the place of fulfilment is Passau. e-shelf-labels reserves the right to choose the registered office of the contractual partner as the place of jurisdiction.
14.3. Should individual provisions of this contract, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision, notwithstanding the provision of Section 306 (2) BGB.