TERMS AND CONDITIONS
(1) The following terms of sale and delivery are valid exclusively and without exception for the sale and delivery of goods provided by Noris-Color GmbH (“Noris-Color”). Any conflicting or supplementary terms and conditions set by the customer are not applicable to Noris-Color. This is likewise the case if Noris-Color does not expressly object to said terms or unconditionally fulfill its contractual obligations.
(2) This document wholly comprises all contractual provisions. There are no subsidiary agreements.
(3) The terms of sale and delivery continue to be valid for all future transactions with the customer.
2. Quotes and Prices
(1) All quotes or prices provided by Noris-Color are non-binding. They simply represent an invitation to the customer to submit an offer of their own.
(2) Public statements made by Noris-Color, the manufacturers of goods supplied, or their agents – in particular in the case of advertisements or labeling – do not represent a description or guarantee of the nature of the goods.
(3) Prices are net in EURO and EX WORKS, are calculated according to current market prices, and do not include statutory value added tax.
(4) In the event that – up to six weeks after conclusion of contract, and before delivery – cost increases occur for which Noris-Color cannot be held accountable (e.g. increases in the cost of material or labor, public taxes, or other costs), Noris-Color reserves the right to increase its prices accordingly. Noris-Color will, on request, provide the customer with verification of any cost increases.
(5) Orders with a product value of less than 25 EURO cannot be accepted due to high handling charges. Orders which diverge from the contents of any original packaging will be rounded up or down to full packaging complements.
(1) The purchase price is due within 14 days of date of invoice. Any discounts agreed upon in individual cases are only applicable if all outstanding invoices have been settled; otherwise they will be credited to the earliest demand. Discounts may be revoked if necessary.
(2) Invoices up to a value of 25 EURO are to be paid net and in advance.
(3) If the customer has not settled payment within 30 days of date of invoice, the customer is to be considered in default in accordance with § 286 Abs. 3 BGB (German Civil Code). In cases of default of payment, we calculate warning fees and interest on arrears at 9 percentage points over the base interest rate. Further legal consequences ensue in accordance with § 288 BGB.
(4) If the customer does not fulfill their financial obligations, Noris-Color reserves the right to refuse service partially or fully until the outstanding sums or sureties are paid.
(5) The customer shall only have a right of setoff or retention with respect to counterclaims which have been established to be legally binding or which are uncontested.
(6) In cases of default of payment we employ the services of a debt collection agency or lawyer’s office for the collection of outstanding receivables; any costs thus incurred shall be paid by the customer. Further deliveries will only occur upon settlement of all demands, to be paid in advance. Shipments to companies unknown to us are to be paid in advance. Checks are considered valid payment only once they have been successfully redeemed.
(7) Payments are to be made in cash or free of charges to our account:
(BLZ 771 200 73) A/C: 1 170 123 294
IBAN: DE 77 77120073 1170123294
BIC: HYVEDEMM 289
4. Delivery and delays in delivery
(1) All deliveries are made, unless agreed otherwise, “ex works” (Noris-Color GmbH, Ziegel-hüttener Str. 1, 95326 Kulmbach). Noris-Color reserves the right to determine mode of shipment and appropriate packaging materials.
(2) Packaging is charged at cost price, unless the quote expressly states that packaging is included. All packaging is disposable and non-returnable.
(3) Orders comprising special articles are fulfilled in compliance with samples, if reference has been made to that sample. The provision of samples for standard articles complies with current technical standards. We reserve the right to apply, to a reasonable degree, the customary commercial tolerances and improvements or changes as part of product development.
(4) Timeframes, in particular any delivery times indicated by Noris-Color, are binding only when Noris-Color has expressly confirmed them as such. Noris-Color has no obligation to fulfill confirmed delivery times in cases where customers’ final product requirements and/or customer information necessary for dispatch or delivery are provided only after conclusion of contract.
(5) Delivery times may increase accordingly in cases of delays to delivery for which Noris-Color cannot be held accountable, in particular in cases of disruption to energy supply or transport, the imposition of embargos, operational disruption, industrial action, or delayed or cancelled supplier deliveries. If for these reasons Noris-Color is unable to fulfill a contract, the order in question is considered cancelled. Noris-Color will inform the customer of delays of this kind promptly.
(6) If Noris-Color should not meet a binding delivery deadline, the customer may only assert any statutory rights after an appropriate grace period of no less than four weeks.
(7) Noris-Color reserves the right to partial deliveries, to a reasonable degree.
(1) Defects must be declared immediately; claims are invalid if Noris-Color does not receive notification within 2 weeks of receipt of delivery. Outwardly visible damage to the delivery should be certified by the deliverer. If defects are detected after the product has been unpacked, an damage report should be arranged with the carrier responsible for delivery. Defects which, within the original time period, were imperceptible to even the most thorough inspection are to be reported to Noris-Color immediately, but no later than 2 weeks after their detection.
(2) If the product delivered is defective, or does not conform to a guaranteed level of quality, Noris-Color will rectify the defect free of charge, within a reasonable time, and at our own discretion, via either amendment or replacement with an intact product (“cure”). The customer must allow Noris-Color or our representatives suitable time and opportunity for this process. If this is not given, or if changes or repairs are carried out on the defective object, Noris-Color is freed of any responsibility for defects. If the process of cure should fail or is unacceptable to the customer, the customer may reduce the purchase price or withdraw from the contract. The customer does not have the right to further claims, excepting the claims detailed in Clause 6 (Liability).
(3) The warranty lapses if changes are made to the product by third parties without our approval, unless the changes can be proved not to be responsible for the defect invoked in the claim.
(4) We advise our customers regarding the use of our products to the best of our knowledge and conscience. However, we cannot assume liability for specific applications – in particular with regard to the use of special stamping inks – as results are determined by the conditions of the surface to be printed and by other factors over which we have no control. The customer has an obligation to verify that the product is suitable for the intended application.
(5) The relevant statutory warranty periods apply with respect to the limitations of claims for defects.
(1) Noris-Color is liable for damages if
a) liability is stipulated by the applicable laws, e.g the Product Liability Act (Produkthaftungsgesetz) or in cases of injury to life, body, or health, if Noris-Color has culpably violated a fundamental contractual obligation (cardinal obligation) or a guarantee, or if
b) the loss was brought about by the grossly negligent or deliberate actions of Noris-Color.
(2) In all other cases, Noris-Color is exempt from liability for damages, irrespective of their legal basis. In particular, Noris-Color shall not be liable for indirect damages, loss of profits, or other financial losses on the part of the customer.
(3) In all cases our liability is limited to those losses which, upon conclusion of contract, Noris-Color could reasonably have anticipated based on the circumstances and facts available to us. This restriction of liability is not applicable in cases covered by Clause 6 Section 1a).
(4) The exclusion and restriction of liability set out in the above sections is equally valid for the personal liability of the employees and agents of Noris-Color.
7. Force majeure
Notwithstanding the prescriptions in Clause 6 (Liability), Noris-Color is neither responsible nor liable for any disruption or delay in the fulfillment of any part of a contract where the disruption or delay is a result of events for which Noris-Color cannot be held accountable, including strikes and industrial action. In the event that said disruptions persist for more than 30 days, Noris-Color and the customer have the right – via a declaration of withdrawal to the other party – to withdraw from the contract with immediate effect, without entitlement to compensation for any damages or losses.
8. Customer liability
If any goods have been produced in compliance with a customer’s drawings, designs, labels, marques, or other specifications, the customer is obliged to exempt Noris-Color from all liability resulting from the violation of property rights such as patents, registered designs, or copyrights which Noris-Color may be exposed to because the goods in question correspond to these specifications.
9. Retention of title
(1) Goods delivered remain the property (“retained goods”) of Noris-Color until all present and future receivables ensuing from the commercial relationship with the customer are met.
(2) The customer is obligated to store all retained goods carefully, and to meet the costs of adequate protection from fire, water, theft, and other risks. Noris-Color reserves the right to demand, at any time, that the customer produce documentation or proof of payments of any applicable insurance policies. Upon conclusion of contract, all relevant claims of the customer against the insurer resulting from any insurance policy are assigned to Noris-Color.
(3) The customer must inform Noris-Color, immediately and in writing, in the case of interference with or seizure of the retained goods by third parties. The customer must meet all costs necessary for the preservation of Noris-Color’s rights, inasmuch as these costs cannot be reclaimed from the third parties in question.
(4) The customer has the right to sell the retained goods in the course of a legitimate business transaction. As of now, the customer assigns to Noris-Color all present and future receivables to the amount of the invoice (including value added tax) resulting from the resale of these goods. Noris-Color hereby accepts this assignation. The customer retains the rights to collect these receivables even after this assignation. This does not affect Noris-Color’s own right to collect said receivables. Noris-Color is bound not to collect these receivables as long as the customer fulfills his financial obligations deriving from the contractual revenues, is not in default of payment, and – in particular – there is no application to initiate bankruptcy proceedings and no cessation of payments.
(5) The customer is not permitted to make any other use of the retained goods. In particular, the customer is not entitled to transfer retained goods by way of security or to use them as collateral.
(6) Should the customer violate a fundamental contractual obligation, in particular by defaulting on payments, Noris-Color reserves the right to recall any retained goods at the expense of the customer or to demand that the customer relinquish any title rights claimed with respect to third parties. Furthermore, Noris-Color has the right to revoke the customer’s right of resale, to collect any receivables, and to use, exploit, or resell the reserved goods. Noris-Color may offset any proceeds from the sale of the reserved goods against outstanding demands. The customer is liable for any losses should these proceeds be of lesser value than the original purchase price.
If, as a sign of good will, Noris-Color agrees with the customer upon a return of goods, these goods are to be returned to Noris-Color, adequately packaged, at the expense of the customer.
11. Other Agreements
Weights and measurements may deviate in accordance with standard tolerances. Shipping liquids in winter is accompanied by the risk that containers may rupture at temperatures below freezing, or that the product may suffer a loss in quality. There may be delays during longer periods of cold temperatures. Inflammable articles with a flash point below 21 °C will not be shipped by post.
12. Court of Jurisdiction
Sole court of jurisdiction and place of performance for all disputes arising from or in relation to this contract is Kulmbach. Irrespective of this declaration of jurisdiction, Noris-Color may also sue the customer at the court of jurisdiction of his place of business.